<PAGE>1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PIONEER COMPANIES, INC.
(formerly known as GEV CORPORATION)
(Name of Issuer)
Class A Common Stock, $.01 par value
(Title of Class of Securities)
723643102
(CUSIP Number)
William L. Mahone, Esq.
165 Mason Street
Greenwich, Connecticut 06830
(203) 629-8750
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 20, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
Check the following box if a fee is being paid with this statement [X].
Exhibit Index Appears on Page 20.
<PAGE>2
SCHEDULE 13D
CUSIP No. 723643102
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William R. Berkley
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
PF
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
7. SOLE VOTING POWER
2,015,104
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 3,322,234
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 2,015,104
WITH
10. SHARED DISPOSITIVE POWER
2,840,909
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,856,013
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [x]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
62.5%
14. TYPE OF REPORTING PERSON*
IN
<PAGE>3
SCHEDULE 13D
CUSIP No. 723643102
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Interlaken Investment Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Limited as described herein. a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
0
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 2,840,909
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
2,840,909
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,840,909
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.6%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>4
SCHEDULE 13D
CUSIP No. 723643102
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Interlaken Management Partners, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Limited as described herein. a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
0
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 2,840,909
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
2,840,909
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,840,909
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.6%
14. TYPE OF REPORTING PERSON*
PN
<PAGE>5
SCHEDULE 13D
CUSIP No. 723643102
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lake Management, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Limited as described herein. a[X]
b[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
0
NUMBER OF 8. SHARED VOTING POWER
SHARES
BENEFICIALLY 2,840,909
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER
REPORTING
PERSON 0
WITH
10. SHARED DISPOSITIVE POWER
2,840,909
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,840,909
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.6%
14. TYPE OF REPORTING PERSON*
CO
<PAGE>6
Item 1. Security and Issuer
The class of equity securities to which this statement ("this
Statement") relates is Class A Common Stock, par value $.01 per share ("Common
Stock"). The name and address of the principal executive offices of the
issuer of the Common Stock (the "Issuer") are Pioneer Companies, Inc., 165
Mason Street, Greenwich, Connecticut 06830. The Issuer was formerly known as
"GEV Corporation" and changed its name from "GEV Corporation" to "Pioneer
Companies, Inc." on April 20, 1995 in connection with the acquisition referred
to below.
As of April 27, 1995, the Issuer effected a one-for-four reverse
split of the Common Stock. All Common Stock amounts set forth in this
Statement, and per share amounts with respect to Common Stock, have been
adjusted to give effect to such stock split.
Item 2. Identity and Background
William R. Berkley ("Berkley") filed a statement on Schedule 13D,
dated May 17, 1994, with respect to Common Stock of the Issuer. This
Statement supersedes such statement dated May 17, 1994.
The persons and entities filing this Statement ("reporting persons")
believe that they, together with Richard C. Kellogg, Jr. ("Kellogg"), may
constitute a "group" within the meaning of the rules and regulations issued
under Section 13(d) of the Securities and Exchange Act of 1934, as amended.
None of
<PAGE>7
the reporting persons hereby undertakes any responsibility for the accuracy or
completeness of any information concerning any other reporting person, or any
other person that may constitute a member of any such group, contained in this
Statement or in the Schedule 13D referred to in the preceding paragraph.
Information with Respect to William R. Berkley
The following information in this Item 2 is provided with respect to
Berkley:
(a) The name of the reporting person is William R. Berkley.
(b) The business address of Berkley is 165 Mason Street, Greenwich,
Connecticut 06830.
(c) Berkley's principal occupation is serving as Chairman of the
Board of several companies which he controls or founded, including the Issuer,
W.R. Berkley Corporation, an insurance holding company, and Interlaken
Capital, Inc., a private investment and consulting firm. The principal
executive offices of W.R. Berkley Corporation and Interlaken Capital, Inc. are
located at 165 Mason Street, Greenwich, Connecticut 06830.
(d) Berkley has not been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the last five
years.
(e) During the last five years, Berkley has not been a party to a
civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was
<PAGE>8
or is subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
(f) Berkley is a U.S. citizen.
Information with Respect to Interlaken Investment Partners, L.P., Interlaken
Management Partners, L.P. and Lake Management, Inc.
The following information in this Item 2 is provided with respect to
Interlaken Investment Partners, L.P., Interlaken Management Partners, L.P. and
Lake Management, Inc.
(a) The names of the reporting persons are Interlaken Investment
Partners, L.P. (the "Interlaken Partnership"), Interlaken Management Partners,
L.P. and Lake Management, Inc.
(b) The business address of each of the reporting persons is 165
Mason Street, Greenwich, Connecticut 06830.
(c) The principal business of the Interlaken Partnership is
investing in equity securities of other corporations or entities. Interlaken
Management Partners, L.P. is the sole general partner of the Interlaken
Partnership, and Lake Management, Inc. is the sole general partner of
Interlaken Management Partners, L.P. Neither Interlaken Management Partners,
L.P. nor Lake Management, Inc. is engaged in any business other than acting as
a general partner as stated. Berkley is the sole stockholder of Lake
Management, Inc.
<PAGE>9
(d) None of the reporting persons has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
(e) During the last five years, none of the reporting persons has
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
The following persons are directors or executive officers (the
"Officers") of Lake Management, Inc.:
William R. Berkley - Chairman of the Board
Andrew M. Bursky - Director, Managing Director,
Vice President and Treasurer
Catherine B. James - Director and Managing Director
Joshua A. Polan - Director and Managing Director
The business address of each of the Officers is 165 Mason Street,
Greenwich, Connecticut 06830, and each of the Officers is a U.S. citizen.
The principal occupation of each of the Officers (other than Berkley) is
serving as an officer of Interlaken Capital, Inc. and of certain other
corporations founded or controlled by Berkley. None of the Officers has been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) during the last five years, and at no
<PAGE>10
time during the last five years was any of the Officers a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Item 3. Sources and Amounts of Funds or Other Consideration
The shares of Common Stock owned by Berkley prior to April 20, 1995
were acquired with his personal funds, except that 6,666 shares were received
from the Issuer pursuant to the Issuer's 1993 Non-Employee Director Stock Plan
or in payment of director's meeting fees.
The Interlaken Partnership purchased 2,840,909 shares of Common
Stock from the Issuer on April 20, 1995 for $15,000,000, or $5.28 per share.
The shares of Common Stock so acquired by the Interlaken Partnership were
acquired with its own funds, which constitute funds committed by equity
investors, prior to March 30, 1993, to carry on its business of investing in
equity securities.
Item 4. Purpose of Transaction
Berkley acquired his shares of Common Stock for investment purposes
and to provide the Issuer with capital for general corporate purposes and
acquisitions.
<PAGE>11
The Interlaken Partnership acquired its shares of Common Stock for
investment purposes and to provide the Issuer and its wholly-owned subsidiary,
Pioneer Americas Acquisition Corp. ("Acquisition Corp."), with a portion of
the funds necessary for the acquisition (the "Acquisition") by the Issuer and
Acquisition Corp. of all of the outstanding common stock of Pioneer Americas,
Inc., a Delaware corporation ("Pioneer"). The proceeds received by the Issuer
from such purchase were contributed by the Issuer as equity to Acquisition
Corp. and used to pay a portion of such purchase price.
None of the reporting persons has any present plans or proposals
that relate to or would result in any of the actions required to be described
in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
(a) See the information contained in items (7)-(10), (11) and (13)
on each of the cover pages of this Statement for a description of the
aggregate number and percentage of outstanding shares of Common Stock
beneficially owned (including the number of shares as to which there is sole
power to vote or to direct the vote, shared power to vote or direct the vote,
sole power to dispose or to direct the disposition or shared power to dispose
or to direct the disposition) by each reporting person named in Item 2. To
the knowledge of the reporting persons, Kellogg is the beneficial owner of
481,325 shares of Common Stock which are held of record by the Kiowa Estate
Trust, a trust for which
<PAGE>12
Southpac Trust International, Inc. serves as trustee (the "Trustee"). The
Kiowa Estate Trust purchased 481,325 shares of Common Stock from the Issuer on
April 20, 1995 for $2,541,400, or $5.28 per share, in connection with the
Acquisition. Pursuant to the shareholders agreement described in Item 6,
Berkley and Kellogg have entered into certain voting arrangements with respect
to the election of directors of the Issuer.
Other than the reporting persons and Kellogg, no person named in
Item 2 beneficially owns shares of Common Stock, except that Andrew M. Bursky,
Catherine B. James and Joshua A. Polan, who are directors and officers of Lake
Management, Inc., beneficially own (in each case with sole power to vote and
sole power to dispose) 172,375, 50,000 and 15,000 shares of Common Stock,
respectively.
Berkley disclaims beneficial ownership of 481,325 shares of Common
Stock beneficially owned by Kellogg, as to which Berkley has shared power to
vote, as indicated on the cover page of this Statement with respect to
Berkley.
(b) See paragraph (a) above.
(c) On February 23, 1995, Berkley received 2,666 shares of Common
Stock pursuant to the Issuer's 1993 Non-Employee Director Stock Plan and 1,333
shares of Common Stock in payment of fees for attendance at meetings of the
Board of Directors of the Issuer during 1994.
<PAGE>13
On April 20, 1995, the Issuer granted to Kellogg options to purchase
up to 123,076 shares of Common Stock. See Item 6.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of The Issuer
The Interlaken Partnership is a limited partnership of which the
sole general partner is Interlaken Management Partners, L.P. Interlaken
Management Partners, L.P. is a limited partnership of which the sole general
partner is Lake Management, Inc. Berkley owns all of the outstanding capital
stock of Lake Management, Inc. As a result of the foregoing, Berkley, through
Interlaken Management Partners, L.P. and Lake Management, Inc., has the right
to direct the management of the business of the Interlaken Partnership and to
direct the voting and disposition of the Common Stock owned by the Interlaken
Partnership. While Berkley, through Interlaken Management Partners, L.P. and
Lake Management, Inc., has sole power to direct the voting and disposition of
the Common Stock owned by the Interlaken Partnership, Berkley's pecuniary
interest in such Common Stock is limited to 934,659 shares, based upon an
indirect 1% general partnership interest and a 32.3% limited partnership
interest in the Interlaken Partnership.
<PAGE>14
In connection with the Acquisition, Berkley and Kellogg entered into
a shareholders agreement which provides that Kellogg will vote his shares of
Common Stock (including directing the Trustee to vote the shares held by the
Kiowa Estate Trust) for Berkley's designees for election to the Issuer's Board
of Directors and that Berkley will vote any shares of Common Stock owned by
him or over which he exercises voting control for the election of Kellogg as a
director of the Issuer, in each case for so long as Kellogg is employed by the
Issuer pursuant to his employment agreement with the Issuer. In connection
with the Acquisition, Kellogg became President and a director of the Issuer on
April 20, 1995.
In connection with the Acquisition, the Issuer entered into a
Registration Rights Agreement with Kellogg and certain other holders of Common
Stock pursuant to which the Issuer granted to Kellogg and such other
stockholders certain rights to have shares of Common Stock (including shares
held by the Kiowa Estate Trust) included in registration statements that may
be filed by the Issuer with respect to its equity securities.
In connection with the Acquisition, Kellogg entered into an
employment agreement with the Issuer and was granted, pursuant to the Issuer's
1995 Stock Incentive Plan, options for the purchase of 123,076 shares of
Common Stock for an exercise price of $6.50 per share. These options are
exercisable beginning April 20, 1998.
<PAGE>15
The Interlaken Partnership is not a party to any agreement or
arrangement with Kellogg or the Kiowa Estate Trust.
Item 7. Material to be Filed as Exhibits
The following exhibits are filed with this Statement:
Exhibit 1: Joint Filing Agreement
Exhibit 2: Shareholders Agreement between William R.
Berkley and Richard C. Kellogg, Jr.
<PAGE>16
Signature
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete
and correct.
April 28, 1995 /s/ William R. Berkley
WILLIAM R. BERKLEY
<PAGE>17
Signature
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
April 28, 1995 INTERLAKEN INVESTMENT PARTNERS, L.P.
By: INTERLAKEN MANAGEMENT PARTNERS, L.P.
General Partner
By: LAKE MANAGEMENT, INC.
General Partner
By: /s/ William R. Berkley
Name: William R. Berkley
Title: Chairman
<PAGE>18
Signature
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
April 28, 1995 INTERLAKEN MANAGEMENT PARTNERS, L.P.
By: LAKE MANAGEMENT, INC.
General Partner
By: /s/ William R. Berkley
Name: William R. Berkley
Title: Chairman
<PAGE>19
Signature
After reasonable inquiry and to the best knowledge and belief of the
undersigned, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
April 28, 1995 LAKE MANAGEMENT, INC.
By: /s/ William R. Berkley
Name: William R. Berkley
Title: Chairman
<PAGE>20
EXHIBIT INDEX
Exhibit Page
1. Joint Filing Agreement 23
2. Shareholders Agreement between 25
William R. Berkley and
Richard C. Kellogg, Jr.
<PAGE>1
Exhibit A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D
dated April 28, 1995 with respect to the Class A Common Stock of Pioneer
Companies, Inc. is, and any amendments thereto signed by each of the
undersigned shall be, filed on behalf of each of us pursuant to and in
accordance with the provisions of Rule 13d-1(f) under the Securities Exchange
Act of 1934.
This Agreement may be executed in counterparts, each of which shall
for all purposes be deemed to be an original and all of which shall constitute
one and the same instrument.
Date: April 28, 1995
/s/ William R. Berkley
WILLIAM R. BERKLEY
INTERLAKEN INVESTMENT PARTNERS, L.P.
By: INTERLAKEN MANAGEMENT
PARTNERS, L.P.
General Partner
By: LAKE MANAGEMENT, INC.
General Partner
By: /s/ William R. Berkley
Name: William R. Berkley
Title: Chairman
<PAGE>2
INTERLAKEN MANAGEMENT PARTNERS, L.P.
By: LAKE MANAGEMENT, INC.
General Partner
By: /s/ William R. Berkley
Name: William R. Berkley
Title: Chairman
LAKE MANAGEMENT, INC.
By: /s/ William R. Berkley
Name: William R. Berkley
Title: Chairman
<PAGE>1
SHAREHOLDERS' AGREEMENT
This SHAREHOLDERS' AGREEMENT, dated as of April 20, 1995 (the
"Agreement"), by and between William R. Berkley ("Berkley") and Richard C.
Kellogg, Jr. (Kellogg"),
W I T N E S S E T H:
WHEREAS, GEV Corporation, a Delaware corporation (the "Company") and
Pioneer Americas Acquisition Corp., a Delaware corporation and wholly owned
subsidiary of the Company (the "Buyer"), have agreed to acquire all of the
issued and outstanding capital stock of Pioneer Americas, Inc., a Delaware
corporation ("Pioneer"), pursuant to that certain Stock Purchase Agreement,
dated March 24, 1995, by and among the Company, the Buyer and the stockholders
of Pioneer and certain other Persons named therein (the "Purchase Agreement");
and
WHEREAS, the Company has agreed to issue, and the Kellogg has agreed
to purchase, 1,925,303 shares (the "Shares") of the Company's Class A common
stock, par value $.01 per share (the "Class A Common Stock"), pursuant to the
terms of the Purchase Agreement and that certain Subscription Agreement, dated
even date herewith, between the Company and Kellogg (the "Subscription
Agreement");
WHEREAS, pursuant to certain provisions of the Purchase Agreement
and the Subscription Agreement, it is a condition precedent to the obligations
of the respective parties thereto that this Agreement be entered into on or
prior to the closing of the transactions contemplated by such agreements;
NOW, THEREFORE, in consideration of the mutual terms, conditions and
other agreements set forth herein, the parties hereto hereby agree as follows:
SECTION 1. Defined Terms. Capitalized terms used but not defined
herein shall have the respective meanings ascribed thereto in the Purchase
Agreement. Whenever used in this Agreement, any noun or pronoun shall be
deemed to include both the singular and plural and to cover all genders.
SECTION 2. Nomination of Directors. (a) For so long as Kellogg is
employed by the Company pursuant to the terms of that certain Employment
Agreement, dated of even date herewith, between the Company and Kellogg (the
"Kellogg Employment Agreement"), Berkley agrees to nominate Kellogg as a
director of the Company and to vote, or provide written consents with respect
to, all shares of Class A Common Stock and any other shares of the capital
stock of the Company entitled to vote in the election of directors owned of
record or beneficially, directly or indirectly, by him, or over which he
exercises voting control, (i) for the election of Kellogg as a director of the
Company and
<PAGE>2
(ii) against any removal or replacement of Kellogg as a director (except for
removal for cause), whether at an annual or special meeting or otherwise.
(b) For so long as Kellogg is employed by the Company pursuant to
the terms of the Kellogg Employment Agreement, Kellogg agrees to join with
Berkley in the nomination of such Persons as Berkley may designate (the
"Berkley Nominees") to stand for election as directors of the Company and to
vote, or provide written consents with respect to, all shares of Class A
Common Stock and any other shares of the capital stock of the Company entitled
to vote in the election of directors owned of record or beneficially, directly
or indirectly, by Kellogg, or over which Kellogg exercises voting control, (i)
for the election of the Berkley Nominees as directors of the Company and (ii)
against any removal or replacement of any Berkley Nominee as a director
(except for removal for cause or any removal or replacement action initiated
by Berkley), whether at an annual or special meeting or otherwise.
SECTION 3. Other Covenants. As soon as practicable, but in any
event within 30 days after the Closing Date, Berkley shall take any and all
actions reasonably necessary or desirable to cause the Board of Directors of
the Company to be expanded and to install Kellogg as a director thereon.
SECTION 4. Termination. This Agreement shall terminate on the
earlier of: (a) the execution by Berkley and Kellogg of a writing providing
for the termination of this Agreement; and (b) the date as of which Berkley
and his Affiliates own less than 5% of the outstanding shares of Common Stock
of the Company and (c) the date as of which Kellogg is no longer employed by
the Company pursuant to the terms of the Kellogg Employment Agreement.
SECTION 5. No Fiduciary Duty. Notwithstanding any other provision
of this Agreement to the contrary, nothing contained herein shall be deemed to
create any fiduciary duty or other express or implied duty between or among
Berkley and Kellogg except as expressly set forth herein.
SECTION 6. Notices. (a) All communications under this Agreement
shall be in writing and shall be delivered by hand, by facsimile or mailed by
overnight courier or by registered or certified mail, postage prepaid: (i) if
to Berkley, at 165 Mason Street, Greenwich, Connecticut 06830, facsimile
number 203-629-8554 or at such other address as Berkley may have furnished to
Kellogg in writing; and (ii) if to Kellogg at Pioneer Chlor Alkali Company,
Inc., 700 Louisiana, 42nd Floor,
<PAGE>3
Houston, Texas 77002, or at such other address as Kellogg may have furnished
to Berkley in writing.
(b) Any notice so addressed shall be deemed to be given: if
delivered by hand or by facsimile, on the date of such delivery; if mailed by
courier, on the first business day following the date of such mailing; and if
mailed by registered or certified mail, on the third business day after the
date of such mailing.
SECTION 7. Directly or Indirectly. Where any provision in this
Agreement refers to action to be taken by any Person, or which such Person is
prohibited from taking, such provision shall be applicable whether such action
is taken directly or indirectly by such Person (provided that the provisions
shall not apply to any actions taken or not taken by Interlaken Investment
Partners, L.P., a Delaware limited partnership.
SECTION 8. Entire Agreement. This Agreement, together with the
exhibits and schedules hereto, represents the entire agreement and
understanding of the parties with reference to the transactions set forth
herein and no representations or warranties have been made in connection with
this Agreement other than those expressly set forth herein. This Agreement
supersedes all prior negotiations, discussions, correspondence,
communications, understandings and agreements between the parties relating to
the subject matter of this Agreement, all of which are merged into this
Agreement.
SECTION 9. Waivers and Amendments. Kellogg and Berkley may by
written notice to the other extend the time for the performance of any of the
obligations or other actions of the other or waive performance of any of the
obligations of the other created under this Agreement. The waiver by any
party hereto of a breach of any provision of this Agreement shall not operate
or be construed as a waiver of any subsequent breach, whether or not similar.
This Agreement may be amended, modified or supplemented only by a written
instrument executed by Kellogg and Berkley.
SECTION 10. Severability. This Agreement shall be deemed
severable, and the invalidity or unenforceability of any term or provision
hereof shall not affect the validity or enforceability of this Agreement or of
any other term or provision hereof.
SECTION 11. Titles and Headings. The titles and headings contained
in this Agreement are solely for convenience of reference and shall not affect
the meaning or interpretation of this Agreement or of any term or provision
hereof.
<PAGE>4
SECTION 12. Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original and all of which
together shall be considered one and the same agreement.
SECTION 13. Enforcement of the Agreement. The parties hereto agree
that irreparable damage would occur if any of the provisions of this Agreement
were not performed in accordance with their specific terms or were otherwise
breached. It is accordingly agreed that the parties shall be entitled to an
injunction or injunctions to prevent breaches of this Agreement and to enforce
specifically the terms and provisions hereto, this being in addition to any
other remedy to which they are entitled at law or in equity.
SECTION 14. Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND
INTERPRETED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE
WITHOUT GIVING EFFECT TO THE CHOICE-OF-LAW PROVISIONS THEREOF.
SECTION 15. Conflicts. The parties intend that in the case of any
conflict or inconsistency between this Agreement and the Bylaws of the
Company, that this Agreement shall control, and therefore in the event that
any term or provision of this Agreement is rendered invalid, illegal or
unenforceable by the Bylaws of the Company, the parties agree to seek to amend
the Bylaws of the Company so as to render such term or provision valid, legal
and enforceable, to the extent legally permitted, and to take any and all
actions necessary or desirable to accomplish such amendment.
SECTION 16. Binding Effect. This Agreement shall inure to the
benefit of and be binding upon each of the parties hereto and their respective
successors, heirs, executors, personal representatives, administrators,
distributees, devisees, legatees and assigns.
<PAGE>5
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
as of the date first above written.
/s/William R. Berkley
William R. Berkley
/s/Richard C. Kellogg, Jr.
Richard C. Kellogg, Jr.
