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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)
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(Name of Issuer)
Class A Common Stock, $.01 par value
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(Title of Class of Securities)
723643102
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(CUSIP Number)
Richard C. Kellogg, Jr.
4200 NationsBank Center
700 Louisiana
Houston, Texas 77002
(713) 225-3831
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 20, 1995
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(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 the statement /X/. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 723643102
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- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard C. Kellogg, Jr.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [X]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED TO ITEMS 2(d)
or 2(e) /_/
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 0
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
5,337,338
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING 0
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
481,325
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
481,325
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/X/
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
IN
- ------------------------------------------------------------------------------
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SCHEDULE 13D
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CUSIP NO. 723643102
- -----------------------
- ------------------------------------------------------------------------------
NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kiowa Estate Trust
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
- ------------------------------------------------------------------------------
SEC USE ONLY
3
- ------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
- ------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED TO ITEMS 2(d)
or 2(e) /_/
- ------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cook Islands
- ------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF N/A
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
481,325 (as directed by trust protector)
OWNED BY
-----------------------------------------------------------
EACH SOLE DISPOSITIVE POWER
9
REPORTING N/A
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
481,325 (as directed by trust protector)
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
481,325
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*/X/
12
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.2%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON
14
OO
- ------------------------------------------------------------------------------
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ORIGINAL REPORT ON SCHEDULE 13D
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 office 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
The persons filing this Statement ("reporting persons") believe that
they, together with William R. Berkley ("Berkley") and certain entities related
to Berkley, 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 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.
Information with Respect to Richard C. Kellogg, Jr.
The following information in this Item 2 is provided with respect to
Richard C. Kellogg, Jr. ("Kellogg").
(a) The name of the reporting person is Richard C. Kellogg, Jr. Kellogg
is the beneficial owner of 481,325 shares of Common Stock, which shares are held
of record by the Kiowa Estate Trust, a trust for which Southpac Trust
International, Inc. serves as trustee (the "Trustee"). As the trust protector
and a beneficiary of the Kiowa Estate Trust, Kellogg has the authority to direct
the Trustee respecting voting and disposition of the Common Stock.
(b) The business address of Kellogg is 4200 NationsBank Center, 700
Louisiana, Houston, Texas 77002.
(c) Kellogg's principal occupation is serving as President of the
Issuer, and as an officer of subsidiaries of the Issuer.
(d) Kellogg 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, Kellogg 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 or is subject to a judgment, decree or final
order enjoining future
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violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to such laws.
(f) Kellogg is a citizen of the United States of America.
Information with Respect to the Kiowa Estate Trust
The following information in this Item 2 is provided with respect to the
Kiowa Estate Trust:
(a) The name of the reporting person is Kiowa Estate Trust.
(b) The business address of the Kiowa Estate Trust is c/o Richard C.
Kellogg, Jr., 4200 NationsBank Center, 700 Louisiana, Houston, Texas 77002.
(c) The Kiowa Estate Trust is the record holder of 481,325 shares of
Common Stock and certain other assets previously held by Kellogg. The Trustee
pursuant to the Kiowa Estate Trust votes and disposes of the Common Stock as
directed by Kellogg in his capacity as the trust protector under the Kiowa
Estate Trust.
(d) The Kiowa Estate Trust 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, the Kiowa Estate Trust 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 or is subject to a judgment,
decree or first order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or finding any
violation of such laws.
Item 3. Sources and Amounts of Funds or Other Consideration
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. The shares of
Common Stock so acquired by the Kiowa Estate Trust were acquired with personal
funds, constituting a portion of the proceeds received by Kellogg or the Kiowa
Estate Trust on such date from the sale to a subsidiary of the Issuer of shares
of the common stock of Pioneer Americas, Inc., a Delaware corporation.
Item 4. Purpose of Transaction
Kellogg and the Kiowa Estate Trust acquired the shares of Common Stock
for investment purposes and in connection with the acquisition (the
"Acquisition") by the Issuer and its wholly owned subsidiary, Pioneer Americas
Acquisition Corp. ("Acquisition Corp.") of all of the outstanding common stock
of Pioneer Americas, Inc.
Neither Kellogg nor the Kiowa Estate Trust 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
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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 person described in Item 2.
To the knowledge of the reporting persons, Berkley is the beneficial
owner of 2,015,104 shares of Common Stock, and Interlaken Investment Partners,
L.P. ("Interlaken Partnership") is the beneficial owner of 2,840,909 shares of
Common Stock. To the knowledge of the reporting persons, 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. Berkley is the sole stockholder and chairman of the board of
Lake Management, Inc.
Kellogg and the Kiowa Estate Trust disclaim beneficial ownership of the
shares of Common Stock beneficially owned by Berkley or any affiliate of
Berkley, as to which Kellogg has shared power to vote.
(b) See paragraph (a) above.
(c) The Kiowa Estate Trust acquired the 481,325 shares of Common Stock
from the Issuer on April 20, 1995 in connection with the Acquisition.
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.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of The Issuer
In connection with the Acquisition, Kellogg and Berkley entered into a
shareholders agreement, which provides that Kellogg will vote any shares of
Common Stock owned by him or over which he exercises voting control 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, 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 of record 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.
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Neither Kellogg nor the Kiowa Estate Trust is a party to any agreement
or arrangement with the Interlaken Partnership.
Although 481,325 shares of Common Stock subject to this Statement are
held of record by the Kiowa Estate Trust, Kellogg, as the trust protector and
beneficiary of such trust, has exclusive authority to direct the voting and
disposition of such shares.
Item 7. Material to be Filed as Exhibits
The following exhibits are filed with this Statement:
Exhibit 1: Shareholders Agreement between William R. Berkley and
Richard C. Kellogg, Jr.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
April 28, 1995
Richard C. Kellogg, Jr.
------------------------
Richard C. Kellogg, Jr.
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SIGNATURE
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
April 28, 1995 KIOWA ESTATE TRUST
By: Southpac Trust International Inc.,
as Trustee
By: Howard Shulman
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Howard Shulman, as the duly authorized
attorney-in-fact and agent of Southpac
Trust International Inc., in its
capacity as Trustee of The Kiowa Estate
Trust and not in its personal capacity
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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
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(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,
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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.
3
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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.
4
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
----------------------------
William R. Berkley
----------------------------
Richard C. Kellogg, Jr.
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