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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 13, 1995
GEV CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-9859 06-1215192
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) No.)
165 Mason Street, Greenwich, Connecticut 06830
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 203-629-3088
Not Applicable
(Former name or former address, if changed from last report)
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Item 5. Other Events.
On April 13, 1995, GEV Corporation (the "Registrant") issued a press
release announcing that its wholly-owned subsidiary, Pioneer Americas
Acquisition Corp., intends to issue 13-3/8% Senior Notes due 2005, exchangeable
for 13-3/8% First Mortgage Notes due 2005, on April 20, a copy of which press
release is attached hereto as Exhibit 99.1 and incorporated herein
by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Text of Press Release issued by GEV Corporation,
dated April 13, 1995.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GEV CORPORATION
By: /s/ William L. Mahone
Name: William L. Mahone
Title: Vice President and General Counsel
Date: April 17, 1995
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EXHIBIT INDEX
Exhibit
99.1 Text of Press Release issued by GEV
Corporation, dated April 13, 1995.
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EXHIBIT 99.1
PRESS RELEASE
From:
Catherine B. James
Andrew M. Bursky
GEV Corporation
165 Mason Street
Greenwich, CT 06803
203-629-3088 FOR IMMEDIATE RELEASE
GEV CORPORATION ANNOUNCE SALE OF SENIOR NOTES
Greenwich, CT (April 13, 1995) -- GEV Corporation ("GEV" or the "Company")
announced that its wholly-owned subsidiary, Pioneer Americas Acquisition Corp.
("PAAC"), had executed a Purchase Agreement providing for the sale by PAAC to
institutional buyers of $135 million principal amount of Senior Notes due 2005
(the "Notes"). The Notes will bear interest at the rate of 13-3/8% per annum,
and proceeds of the Notes will be used to fund a portion of the purchase price
of the Company's previously announced acquisition of Pioneer Americas, Inc.
("Pioneer"). The Company expects that the Notes will be issued and that the
acquisition will be consummated on or about April 20, 1995. The Notes will be
exchangeable for 13-3/8% First Mortgage Notes due 2005 of PAAC that will be the
subject of a registration statement to be filed with the Securities and
Exchange Commission after the closing of the acquisition.
In connection with the acquisition, the Company will issue 15,909,091
additional shares of its Class A Common Stock to a partnership of which an
entity controlled by William R. Berkley, the Company's Chairman, is the
general partner and to certain officers and key employees of Pioneer and its
subsidiaries, in each case for cash purchase price of $1.32 a share (or $5.28
per share adjusted to reflect a one-for-four reverse stock split that the
Company proposes to effect after consummation of the acquisition).
GEV, formerly Finevest Foods, Inc., does not presently conduct any operations.
GEV will change its name to "Pioneer Companies, Inc." upon closing of the
acquisition. Pioneer, based in Houston, Texas, manufactures chlorine, caustic
soda and related products used in a variety of applications, including water
treatment, plastics, detergents and agricultural chemicals.
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GEV's Class A Common Stock is traded in the over-the-counter market.
The Notes have not been registered under the Securities Act of 1933 and may
not be offered or sold in the United States absent registration or an
applicable exemption from registration requirements.
