GEV CORP, DEF 14A, 1995-03-13

GEV CORP
DEF 14A, 1995-03-13
GROCERIES & RELATED PRODUCTS

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<PAGE>

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF
1934
(AMENDMENT NO. )

Filed by the Registrant [x]

Filed by a Party other than the Registrant [_]

Check the appropriate box:

[_]Preliminary Proxy Statement

[_]CONFIDENTIAL, FOR USE OF THE
[x]Definitive Proxy Statement COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))

[_]Definitive Additional Materials

[_]Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12

GEV Corporation
-----------------------------------------------------
(Name of Registrant as Specified In Its Charter)

GEV Corporation
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

[x]$125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item
22(a)(2) of Schedule 14A.

[_]$500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).

[_]Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange ActRule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

[x]Fee paid previously with preliminary materials.

[_]Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:

Notes:
<PAGE>

GEV CORPORATION
165 MASON STREET
GREENWICH, CONNECTICUT 06830

----------------

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
MARCH 31, 1995

----------------

To the Stockholders of
GEV CORPORATION

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of GEV
Corporation, a Delaware corporation formerly known as Finevest Foods, Inc. (the
"Company"), will be held at the Sheraton Stamford Hotel, One First Stamford
Place, Stamford, Connecticut 06902 on Friday, March 31, 1995, at 10:00 A.M. for
the following purposes:

(1) To elect two directors to serve until their successors are duly elected
and qualified;

(2) To approve an amendment to the Company's Third Restated Certificate of
Incorporation (the "Certificate of Incorporation") to effect a one-for-
four reverse split of the Company's Class A Common Stock and Class B
Common Stock;

(3) To approve an amendment to the Certificate of Incorporation to change
the Company's name from GEV Corporation to Pioneer Companies, Inc.,
subject to the consummation of the acquisition described in the
accompanying Proxy Statement;

(4) To approve the 1995 Stock Incentive Plan;

(5) To ratify the appointment of Deloitte & Touche LLP as independent
certified public accountants for the Company for the fiscal year ending
December 31, 1995; and

(6) To consider and act upon any other matters which may properly come
before the Annual Meeting or any adjournment thereof.

In accordance with the provisions of the Company's By-Laws, the Board of
Directors has fixed the close of business on March 2, 1995 as the date for
determining stockholders of record entitled to receive notice of, and to vote
at, the Annual Meeting.

As of March 2, 1995, Mr. William R. Berkley, Chairman of the Board of
Directors of the Company, owned approximately 53.1% of the Company's Class A
Common Stock (representing approximately 52.1% of the voting power of the
Company's outstanding capital stock) and thus has sufficient voting power to
determine the results of the matters to be considered at the Annual Meeting.
Mr. Berkley has advised the Company that he will vote FOR each of the proposals
to be considered at the Annual Meeting.

Your attention is directed to the accompanying Proxy Statement.

You are cordially invited to attend the Annual Meeting. If you do not expect
to attend the Annual Meeting in person, please vote, date, sign and return the
enclosed proxy as promptly as possible in the enclosed reply envelope.

By Order of the Board of Directors,

/s/ Nelson A. Barber

Nelson A. Barber
Assistant Secretary
Dated: March 13, 1995
<PAGE>

GEV CORPORATION
PROXY STATEMENT

----------------

ANNUAL MEETING OF STOCKHOLDERS
MARCH 31, 1995

----------------

SOLICITATION AND REVOCATION OF PROXIES

The enclosed proxy is solicited by the Board of Directors of GEV Corporation
(formerly known as Finevest Foods, Inc. and referred to herein as the
"Company") for use at the Annual Meeting of Stockholders to be held at the
Sheraton Stamford Hotel, One First Stamford Place, Stamford, Connecticut 06902
on Friday, March 31, 1995, at 10:00 A.M. and at any adjournment thereof. The
giving of a proxy does not preclude a stockholder from voting in person at the
Annual Meeting. The proxy is revocable before its exercise by delivering either
written notice of such revocation or a later dated proxy to the Secretary of
the Company at its executive office at any time prior to voting of the shares
represented by the earlier proxy. In addition, stockholders attending the
Annual Meeting may revoke their proxies by voting at the Annual Meeting. If a
returned proxy does not specify a vote for, and does not withhold authority to
vote for, a nominee for election as a director, the proxy will be voted for
such nominee. If a returned proxy does not specify a vote for or against any of
the other proposals, it will be voted in favor thereof. The expense of
preparing, printing and mailing this Proxy Statement will be paid by the
Company. In addition to the use of the mails, proxies may be solicited
personally or by telephone by regular employees of the Company without
additional compensation. The Company will reimburse banks, brokers and other
custodians, nominees and fiduciaries for their costs in sending the proxy
materials to the beneficial owners of the Company's Class A Common Stock, par
value $.01 per share (the "Class A Common Stock"), and the Class B Common
Stock, par value $.01 per share (the "Class B Common Stock" and, together with
the Class A Common Stock, the "Common Stock"). The Company's Annual Report for
the fiscal year ended December 31, 1994 is being mailed simultaneously with
this Proxy Statement. The approximate mailing date of this Proxy Statement and
the proxy is March 13, 1995.

BANKRUPTCY FILINGS

On February 11, 1991, the Company and each of its five operating subsidiaries
filed voluntary petitions seeking reorganization under chapter 11 of the United
States Bankruptcy Code. On July 9, 1992, the Second Amended Joint Plan of
Reorganization filed by the Company and its dairy subsidiaries (the
"Reorganization Plan") became fully effective pursuant to a confirmation order
issued by the U.S. Bankruptcy Court. The Company's operating subsidiaries
subsequently ceased operations and disposed of substantially all of their
assets.

OUTSTANDING STOCK AND VOTING RIGHTS

Only stockholders of record at the close of business on March 2, 1995 are
entitled to notice of and to vote at the Annual Meeting. The number of shares
of voting stock of the Company outstanding on that date and entitled to vote
was (i) 15,168,663 shares of Class A Common Stock and (ii) 3,077,419 shares of
Class B Common Stock (which was issued to the Company's former lending banks
under the Reorganization Plan). Each share of Class A Common Stock is entitled
to one vote and each share of Class B Common Stock is entitled to one-tenth of
one vote. Class A Common Stock and Class B Common Stock will vote together as a
single class on all matters to be acted on at the Annual Meeting. Class B
Common Stock is fully convertible at any time into Class A Common Stock on a
share-for-share basis. Information as to persons beneficially owning 5% or more
of the Common Stock may be found under the heading "Security Ownership of
Certain Beneficial Owners and Management" herein.
<PAGE>

Unless otherwise directed in the proxy, the persons named therein will vote
"FOR" the election of the director nominees listed below and "FOR" each of the
other proposals to be considered at the Annual Meeting.

All matters to be acted on at the Annual Meeting, other than Proposals 2 and
3, require the affirmative vote of a majority of the voting power of the shares
present in person or by proxy at the Annual Meeting to constitute the action of
the stockholders. Proposals 2 and 3 will each require for approval the
affirmative vote of a majority of the voting power of the outstanding Common
Stock. In accordance with Delaware law, abstentions will, while broker nonvotes
will not, be treated as present for purposes of the preceding sentences. A
broker nonvote is a proxy submitted by a broker in which the broker fails to
vote on behalf of a client on a particular matter for lack of instruction when
such instruction is required.

As of the date hereof, the Board of Directors knows of no other business that
will be presented for consideration at the Annual Meeting. If other business
shall properly come before the Annual Meeting, the persons named in the proxy
will vote according to their best judgment.

PROPOSED ACQUISITION

After the Company and its dairy subsidiaries emerged from bankruptcy
proceedings in 1992, substantially all of the operating assets of the
subsidiaries were sold, and the proceeds of such sales were used to pay
indebtedness and expenses. As a result, the Company does not presently conduct
any business. On January 24, 1995, the Company entered into a letter of intent
providing for the acquisition by the Company (the "Pioneer Acquisition") of all
of the outstanding shares of the capital stock of Pioneer Americas, Inc.
("Pioneer"). Through its subsidiaries, Pioneer, which is based in Houston,
Texas and is privately held, manufactures and distributes chlorine, caustic
soda and related products used in a variety of applications, including water
treatment, plastics, detergents and agricultural chemicals. Pioneer had
revenues of approximately $167 million for the year ended December 31, 1994.
The purchase price of the Pioneer Acquisition will be approximately $152.5
million in cash, plus approximately $10 million in aggregate principal amount
of subordinated notes of the Company, subject in each case to provision for
adjustment (including adjustment for the amounts of existing indebtedness and
preferred stock to be paid or redeemed as set forth in the following sentence),
plus certain amounts payable after the closing of the Acquisition and based
upon earnings or proceeds attributable to certain of Pioneer's assets. A
portion of the purchase price will be used to pay all indebtedness of Pioneer
existing on the purchase date, expected to be approximately $45.5 million in
aggregate principal amount, and to redeem existing preferred stock of Pioneer
in the amount of $5 million. On the purchase date, Pioneer will guarantee
indebtedness, in an aggregate principal amount expected to be approximately
$140.0 million, to be incurred by subsidiaries of the Company (as described in
the following paragraph) to pay a portion of the purchase price of the Pioneer
Acquisition and for other corporate purposes.

The Pioneer Acquisition is subject to various conditions, including the
execution of definitive documentation and the receipt of required approvals and
of the financing necessary to effect the acquisition. Such financing is
expected to include (i) the issuance by the Company of 11,363,636 shares of its
Class A Common Stock to Interlaken Investment Partners, L.P., a limited
partnership (the "Interlaken Partnership") of which Mr. William R. Berkley,
through controlled entities, is the general partner, for a cash purchase price
of approximately $1.32 per share, (ii) the issuance by a subsidiary of the
Company of approximately $135 million aggregate principal amount of senior
notes and (iii) a bank credit facility for subsidiaries in the amount of
approximately $30 million. In addition, the Company expects that it will issue
to the sellers of the stock of Pioneer (the "Pioneer Selling Stockholders")
subordinated notes in an aggregate principal amount of approximately $10
million and that certain of the Pioneer Selling Stockholders, and certain
employees of Pioneer or its subsidiaries, will purchase approximately 4,545,455
shares of Class A Common Stock of the Company for a cash purchase price of
approximately $1.32 per share.

2
<PAGE>

The number of shares of Common Stock of the Company set forth in the
preceding paragraph and elsewhere in this Proxy Statement have not been
adjusted to give effect to the one-for-four reverse stock split that is being
submitted to a vote of stockholders as Proposal 2 herein.

THE PIONEER ACQUISITION AND THE RELATED TRANSACTIONS DESCRIBED ABOVE (OTHER
THAN THE REVERSE STOCK SPLIT) DO NOT REQUIRE THE APPROVAL OF THE STOCKHOLDERS
OF THE COMPANY, AND THE STOCKHOLDERS OF THE COMPANY ARE NOT BEING ASKED TO VOTE
ON SUCH MATTERS.

There can be no assurance that the Pioneer Acquisition will be consummated.
If the Pioneer Acquisition is not consummated, the Company would not change its
name to Pioneer Companies, Inc. as contemplated by Proposal 3 being submitted
to stockholders pursuant to this Proxy Statement.

PROPOSAL 1: ELECTION OF DIRECTORS

As permitted by Delaware law, the Board of Directors of the Company is
divided into three classes, the classes being divided as equally as possible
and each class having a term of three years. Each year the term of office of
one class expires. This year the term of a class consisting of two directors
expires, and it is the intention of the Board of Directors that the shares
represented by proxy, unless otherwise indicated thereon, will be voted for the
reelection of Donald J. Donahue and Jack H. Nusbaum as directors to hold office
for a term of three years until the Annual Meeting of Stockholders in 1998 and
until their successors are duly chosen.

The persons designated as proxies reserve full discretion to cast votes for
other persons in the event the nominees are unable to serve. However, the Board
of Directors has no reason to believe that the nominees will be unable to serve
if elected. The proxies cannot be voted for a greater number of persons than
the two named nominees.

The Board of Directors expects that, if the Pioneer Acquisition is
consummated, the number of directors constituting the Board will be increased
from six to eight and that the Board of Directors would elect Richard C.
Kellogg, Jr. and Thomas H. Schnitzius as directors to fill the positions
created by such increase, with terms expiring in 1998 and 1997, respectively.
Mr. Kellogg is the Chairman of the Board of Pioneer and Mr. Schnitzius is a
director of Pioneer. The Board of Directors of the Company also expects that,
if the Pioneer Acquisition is consummated, Mr. Kellogg would be elected
President of the Company. Stockholders of the Company are not being asked to
vote on the proposal to elect Mr. Kellogg and Mr. Schnitzius as directors if
the Pioneer Acquisition is consummated. Certain information with respect to Mr.
Kellogg and Mr. Schnitzius is set forth below.

3
<PAGE>

The following table sets forth information regarding the nominees and the
remaining directors who will continue in office after the Annual Meeting.

4
<PAGE>

<TABLE>
<CAPTION>
SERVED AS
DIRECTOR OF
THE COMPANY BUSINESS EXPERIENCE
CONTINUOUSLY DURING PAST 5 YEARS,
NAME SINCE AGE AND OTHER INFORMATION
- ---- ------------ --------------------------------------------------------
<S> <C> <C>
Directors to Continue in
Office Until 1996
Philip J. Ablove (1).... 1991 Restructuring consultant since July 1992. Mr. Ablove was
President and Chief Executive Officer of the Company
from January 1991 to July 1992, and a consultant to the
Company from October 1990 to January 1991. He has served
as an officer and director specializing in restructuring
financially distressed companies since 1983. He was a
director of Ironstone Group, Inc. from June 1988 until
June 1990, Executive Vice President and Chief Financial
Officer from September 1988 until February 1989 and
President and Chief Operating Officer from February 1989
until June 1990. Ironstone Group, a publicly held
holding company with interests in wholesale plumbing
distribution and oil and gas exploration and production,
filed a chapter 11 petition in January 1991 for
reorganization under federal bankruptcy law. Mr. Ablove
was Chairman of the Board of American National Petroleum
Company, a subsidiary of the Ironstone Group, from
December 1989 until June 1990 and Executive Vice
President and a director of Iron-Oak Supply Corporation
from July 1988 until June 1990. Iron-Oak Supply
Corporation filed a bankruptcy petition in January 1991.
Until June 1988, Mr. Ablove had been Senior Vice
President and Chief Financial Officer (from April 1986)
and a director (from March 1986) of GCA Corporation, a
company that manufactures and distributes semiconductor
manufacturing equipment. Mr. Ablove is 54 years of age.
George H. Conrades...... 1988 President and CEO of Bolt Beranek and Newman Inc., a
company engaged in packet switching data communications
products and services, since January 1995. Mr. Conrades
was Chairman of Conrades/Reilly Associates, Inc., a
software and services firm, from August 1992 to January
1995. He joined International Business Machines
Corporation in 1961 and served as an officer from 1978
until his retirement in March 1992, at which time he was
a Senior Vice President. Mr. Conrades is Chairman of the
Board of Trustees of Ohio Wesleyan University and a
director of Bolt Beranek and Newman Inc., LightStream
Corporation and Westinghouse Corporation. Mr. Conrades
is 55 years of age.
Andrew M. Bursky (3).... 1994 Managing Director of Interlaken Capital, Inc., a private
investment and consulting firm, since May 1980. Mr.
Bursky has been Chairman of the Board of Strategic
Distribution, Inc., a distributor of maintenance and
safety products to industry, since July 1988. Mr. Bursky
is an executive officer of Idle Wild Farm, Inc., a
privately owned manufacturer of frozen food, which, in
October 1993, while he was an executive officer, filed a
chapter 11 petition for reorganization under federal
bankruptcy law. Interlaken Capital, Inc., Strategic
Distribution, Inc. and Idle Wild Farm, Inc. are
corporations controlled by William R. Berkley. Mr.
Bursky is 38 years of age.
</TABLE>

5
<PAGE>

IT IS THE INTENTION OF THE PERSONS NAMED ON THE ENCLOSED FORM OF PROXY TO VOTE
"FOR"THE ELECTION OF THE NOMINEES FOR DIRECTOR NAMED ABOVE.

The following table sets forth information regarding Richard C. Kellogg, Jr.
and Thomas H. Schnitzius, who are expected to be elected directors of the
Company by the Board of Directors if the Pioneer Acquisition is consummated:

<TABLE>
<CAPTION>
BUSINESS EXPERIENCE
DURING PAST 5 YEARS,
NAME AGE AND OTHER INFORMATION
- ---- --------------------------------------------------------
<S> <C>
Richard C. Kellogg, Jr.. Mr. Kellogg is a co-founder of Pioneer and has served as
Chairman of the Board and as a director of Pioneer since
its inception in 1988. Mr. Kellogg is also, for 1994 and
1995, Chairman of the Board of Basic Investments, Inc.,
a corporation in which Pioneer holds an equity interest
of approximately 32%. From 1983 to 1993, Mr. Kellogg
served as vice president of Trans Marketing Houston,
Inc. ("TMHI"), an international trading company that he
co-founded dealing in refined petroleum products and
chemicals. TMHI filed for bankruptcy in April 1993 and a
liquidation plan was approved by the bankruptcy court in
December 1993. Mr. Kellogg owns interests in a number of
unrelated chemical distribution companies located in
Latin America. He is a trustee of Landon School and St.
Mark's Episcopal School. Mr. Kellogg is 43 years of age.
Thomas H. Schnitzius.... Mr. Schnitzius has been a principal in the Houston
investment banking firm of Schnitzius & Vaughan since
its formation in October 1987. Prior to 1987, he was a
principal in the investment banking firm of Schnitzius &
Co., Ltd. Mr. Schnitzius has been a director of Pioneer
since October 1993. Mr. Schnitzius is 52 years of age.
</TABLE>

6
<PAGE>

BOARD OF DIRECTORS AND COMMITTEES

The Board of Directors of the Company met four times during 1994. Each of the
persons serving as a director in 1994 attended at least 75% of the total number
of meetings of the Board and meetings of the Committees of which the director
was a member during 1994. The Board has three standing committees: the
Executive Committee, the Compensation and Stock Option Committee and the Audit
Committee. The Board of Directors does not have a Nominating Committee and the
usual functions of such a committee are performed by the entire Board of
Directors.

The Executive Committee, composed of Messrs. Berkley and Bursky, is
authorized to act on behalf of the Board during periods between Board meetings.
The Committee did not meet during 1994.

The Compensation and Stock Option Committee, composed of Messrs. Berkley and
Nusbaum, establishes the level of compensation to be paid to the officers of
the Company and will administer the 1995 Stock Incentive Plan, if approved by
stockholders. The Committee met once during 1994 at a meeting attended by
Messrs. Berkley and Nusbaum.

The Audit Committee, composed of Messrs. Ablove and Donahue, advises the
Board as to the selection of the Company's independent public accountants,
monitors their performance, reviews all reports submitted by them and consults
with them with regard to the adequacy of internal controls. The Committee met
once during 1994 at a meeting attended by Messrs. Ablove and Donahue.

COMPENSATION OF DIRECTORS

In 1992, the Board of Directors established a policy under which each
director receives an annual retainer of $4,000 and a fee of $500 for each
meeting attended. Pursuant to the Company's 1993 Non-Employee Director Stock
Plan, the Company granted each non-employee director 10,667 shares of Class A
Common Stock in payment of the 1994 annual retainer and 1,333 shares of Class A
Common Stock for each Board of Directors meeting attended in 1994.

7
<PAGE>

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth as of March 2, 1995 those persons known by the
Company to be the beneficial owners of more than 5% of the Class A Common Stock
or Class B Common Stock. The share numbers set forth herein have not been
adjusted to give effect to the one-for-four reverse stock split that is being
submitted to a vote of stockholders as Proposal 2 herein.

<TABLE>
<CAPTION>
AMOUNT AND NATURE
TITLE OF NAME AND ADDRESS OF OF BENEFICIAL PERCENT
CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS
------------ ------------------- ----------------- --------
<C> <S> <C> <C>
Class A William R. Berkley (1)............... 8,060,416 53.1
Common Stock c/o GEV Corporation
165 Mason Street
Greenwich, CT 06830
Class B Chemical Bank, Barnett Bank of South
Common Stock Florida, N.A. and
The Chase Manhattan Bank (2)......... 3,077,419 100.0
c/o Chemical Bank
Special Loan Group
270 Park Avenue
48th Floor
New York, NY 10017
</TABLE>
- --------
(1) Mr. Berkley's holdings represent 52.1% of the voting power of the Company's
outstanding capital stock as of March 2, 1995.
(2) Information obtained from a Schedule 13G, dated July 21, 1992, filed with
the Securities and Exchange Commission by Chemical Bank ("Chemical"),
Barnett Bank of South Florida, N.A. ("Barnett") and The Chase Manhattan
Bank ("Chase"). The filing reported that (i) Chemical had acquired
2,305,676 shares of Class B Common Stock of which it was the beneficial
owner with sole voting and dispositive power, (ii) Barnett had acquired
456,621 shares of Class B Common Stock of which it was the beneficial owner
with sole voting and dispositive power and (iii) Chase had acquired 315,122
shares of Class B Common Stock of which it was the beneficial owner with
sole voting and dispositive power. The filing further stated that while it
had been made on a single basis under Rule 13d-1(b)(1)(ii)(H) of the
Securities Exchange Act of 1934, the banks disclaimed the existence of any
group within the meaning of Exchange Act Rule 13d-5(b)(1). The holdings of
Chemical, Barnett and Chase represent 1.5%, 0.3% and 0.2%, respectively, of
the voting power of the outstanding Common Stock as of March 2, 1995. The
holdings of Chemical, Barnett and Chase represent 16.9% of the number of
shares of Common Stock outstanding as of March 2, 1995.

The following table sets forth as of March 2, 1995 information regarding
ownership by all officers and directors of the Company, as a group, and each
director and officer individually, of Class A Common Stock. Except as described
in the footnotes below, all amounts reflected in the table represent shares the
beneficial owners of which have sole voting and investment power.

<TABLE>
<CAPTION>
AMOUNT AND NATURE
TITLE OF NAME OF OF BENEFICIAL PERCENT
CLASS BENEFICIAL OWNER OWNERSHIP OF CLASS (1)
------------ ---------------- ----------------- ------------
<C> <S> <C> <C>
Class A Philip J. Ablove................. 28,666 *
Common Stock William R. Berkley (2)........... 8,060,416 53.1
Andrew M. Bursky................. 689,500 4.5
George H. Conrades............... 425,333 2.8
Donald J. Donahue................ 736,666 4.9
Jack H. Nusbaum.................. 27,666 *
Catherine B. James............... 200,000 1.3
Nelson A. Barber................. 38,500 *
William L. Mahone................ 1,000 *
Joshua A. Polan.................. 60,000 *
All officers and directors as a
group........................... 10,267,747 67.7
</TABLE>
- --------
* less than 1%
(1) Percentages of Class A Common Stock are based on the 15,168,663 shares
outstanding as of March 2, 1995.
(2) Mr. Berkley's holdings represent 52.1% of the voting power of the Company's
outstanding capital stock.

8
<PAGE>

As discussed above under "Proposed Acquisition," the Company proposes to sell
shares of its Class A Common Stock to the Interlaken Partnership and to certain
of the Pioneer Selling Stockholders, and certain employees of Pioneer or its
subsidiaries, in connection with the Pioneer Acquisition. If such additional
shares are issued:

(i) The Interlaken Partnership would own 11,363,636 shares of the Class A
Common Stock, representing 36.6% of the Class A Common Stock and 36.2% of
the voting power of the outstanding capital stock.

(ii) Mr. Berkley would be the beneficial owner of 19,424,052 shares of
the Class A Common Stock, representing 62.5% of the Class A Common Stock
and 61.9% of the voting power of the outstanding capital stock, of which
11,363,636 shares, or 36.6% of the Class A Common Stock, would constitute
the shares owned by the Interlaken Partnership as indicated in paragraph
(i) above. Mr. Berkley, through controlled entities, is the sole general
partner of the Interlaken Partnership and owns approximately 32% of the
limited partnership interests in the Interlaken Partnership. Donald J.
Donahue, a director of the Company, owns approximately 1.3% of the limited
partnership interests in the Interlaken Partnership.

(iii) Richard C. Kellogg, Jr., who is expected to be elected a director
and President of the Company if the Pioneer Acquisition is consummated,
would be the beneficial owner of a number of shares of the Class A Common
Stock to be determined prior to the execution of agreements for the
Acquisition. The Company presently expects that the shares to be acquired
by Mr. Kellogg would represent at least 6.1% (but not more than 9.8%) of
the Class A Common Stock and at least 6.0% (but not more than 9.7%) of the
voting power of the outstanding capital stock.

(iv) All current officers and directors and Mr. Kellogg as a group would,
upon consummation of the Pioneer Acquisition, own beneficially (a) if Mr.
Kellogg acquires the minimum number of shares referred to in clause (iii)
above, 23,525,322 shares of the Class A Common Stock, representing 75.7% of
the Class A Common Stock and 75.0% of the voting power of the outstanding
capital stock and (b) if Mr. Kellogg acquires the maximum number of shares
referred to in clause (iii) above, 24,661,686 shares of Class A Common
Stock, representing 79.4% of the Class A Common Stock and 78.6% of the
voting power of the outstanding capital stock.

The Company also expects that, if the Pioneer Acquisition is consummated and
the 1995 Stock Incentive Plan is approved by the stockholders, Mr. Kellogg will
be granted options to purchase 500,000 shares of Class A Common Stock, for an
exercise price equal to the fair market value of such stock on the date of
grant, pursuant to the 1995 Stock Incentive Plan. Such options would not be
exercisable during the three-year period following the date of consummation of
the Pioneer Acquisition and thereafter would become exercisable according to a
schedule not yet determined.

The Company knows of no current arrangements, including any pledge by any
persons of securities of the Company, the operation of which may at a
subsequent date result in a change of control of the Company.

9
<PAGE>

EXECUTIVE COMPENSATION

The table below sets forth all compensation paid by the Company for services
in all capacities for the three fiscal years ended December 31, 1994 to William
R. Berkley, Chairman of the Board of the Company, who receives no compensation
for acting in a capacity similar to that of a chief executive officer, and
Nelson Barber, Vice President--Chief Financial Officer and Treasurer of the
Company, who was compensated for his services through October 31, 1993. (In
November 1993, Mr. Barber became Vice President--Controller/Treasurer of Fine
Host Corporation, a privately held company of which Mr. Berkley is Chairman and
majority stockholder.) Mr. Barber currently receives no compensation for the
services rendered as Vice President--Chief Financial Officer and Treasurer of
the Company. Mr. Barber was the only executive officer of the Company during
1994.

<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------
OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY COMPENSATION
--------------------------- ---- -------- ------------
<S> <C> <C> <C>
William R. Berkley............................. 1994 $ 0 $6,000 (2)
Chairman of the Board 1993 2,000 (1) 4,000 (2)
1992 8,000 (3)
Nelson A. Barber............................... 1994 $ 0
Vice President--Chief Financial Officer 1993 83,333 (5)
and Treasurer(4) 1992 100,000
</TABLE>
- --------
(1) Director's meeting fees.
(2) Mr. Berkley is not an officer of the Company. Pursuant to the 1993 Non-
Employee Director Stock Plan, he received a grant of 16,000 shares of Class
A Common Stock which was valued at $ 6,000 in payment of his 1994 annual
director's retainer and director's meeting fees and 10,666 shares of Class
A Common Stock which was valued at $4,000 in payment of his 1993 annual
director's retainer.
(3) Director's compensation only, which includes an annual retainer and meeting
fees.
(4) Mr. Barber was named Vice President--Chief Financial Officer and Treasurer
of the Company in June 1992. From January 1990 through May 1992, Mr. Barber
was Corporate Controller of the Company.
(5) Mr. Barber was only compensated through October 31, 1993.

10
<PAGE>

EXECUTIVE OFFICERS OF THE COMPANY

Mr. Barber, the only executive officer of the Company during 1994, has been
employed by the Company since June 1989. Mr. Barber was named Vice President--
Chief Financial Officer and Treasurer of the Company in June 1992. Since
November 1993, Mr. Barber has also served as Vice President,
Controller/Treasurer of Fine Host Corporation. From January 1990 through May
1992, Mr. Barber was Corporate Controller of the Company. Mr. Barber was
Director of Corporate and International Accounting at Combustion Engineering
from May 1987 to June 1989. Mr. Barber is 39 years of age.

At a meeting of the Board of Directors of the Company held on February 23,
1995, the following persons were elected officers of the Company effective as
of that date:

<TABLE>
<CAPTION>
NAME AND POSITION BUSINESS EXPERIENCE DURING PAST 5 YEARS,
WITH THE COMPANY AGE AND OTHER INFORMATION
----------------- ----------------------------------------
<S> <C>
Catherine B. James...... Ms. James has been a Managing Director of Interlaken
President Capital, Inc. since January 1990. Ms. James has served as a
member of the Board of Directors of Strategic Distribution,
Inc. since 1990, as Executive Vice President of Strategic
Distribution, Inc. since January 1989 and as its Secretary
and Treasurer since December 1989. She was Chief Financial
Officer of Strategic Distribution, Inc. from January 1989
until September 1993. From 1982 through 1988, she was
employed by Morgan Stanley & Co. Incorporated, serving as a
Managing Director in the corporate finance area during the
last two years of her tenure. Ms. James is 42 years of age.
William L. Mahone....... Mr. Mahone has served as Secretary of the Company since May
Vice President-- 1993. He has served as Vice President, General Counsel and
General Counsel Secretary of Interlaken Capital, Inc. since September 1988.
and Secretary For the six years prior to September 1988, Mr. Mahone was an
associate attorney at the New York law firm of Willkie Farr
& Gallagher. Mr. Mahone is 43 years of age.
Joshua A. Polan......... Mr. Polan has served as an executive officer of Interlaken
Vice President Capital, Inc. since June 1988, currently serving as a
Managing Director. He has served as a member of the Board of
Directors of Strategic Distribution, Inc. since 1988. For
more than five years prior to June 1988, Mr. Polan was a
partner in the accounting firm of Touche Ross & Co. Mr.
Polan is 47 years of age.
</TABLE>

The Board of Directors expects that, upon consummation of the Pioneer
Acquisition, Richard C. Kellogg, Jr. will be elected as President of the
Company and George T. Henning, Jr. will be elected as Vice President--Chief
Financial Officer of the Company. Certain information with respect to Mr.
Kellogg is set forth above under "Election of Directors." The following table
contains information concerning Mr. Henning:

<TABLE>
<CAPTION>
BUSINESS EXPERIENCE DURING PAST 5 YEARS,
NAME AGE AND OTHER INFORMATION
---- ----------------------------------------
<S> <C>
George T. Henning, Jr... Mr. Henning has served as a Vice President and Chief
Financial Officer of Pioneer since 1989. Prior to joining
Pioneer, he was employed by LTV Steel Company from 1974 to
1989, where he served in various capacities, including
general manager of asset management. Mr. Henning is 53 years
of age.
</TABLE>

11
<PAGE>

COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN

The graph set forth below compares the cumulative total stockholder return on
the Company's Common Stock for the period commencing December 31, 1989 and
ending December 31, 1994 to the cumulative total return on the Standard &
Poor's 500 Stock Index and a peer group (consisting of Dean Foods Co., Fleming
Companies Inc., Supervalu Inc. and Wetterau Inc. (which was acquired by
Supervalu Inc. in October 1992)) consisting of those public companies whose
business activities (wholesale food and dairy distribution) were similar to
those of the Company from December 31, 1988 through December 31, 1992. For the
period beginning on July 9, 1992, the graph relates to the Class A Common
Stock, and the earlier period of the graph relates to the Company's Common
Stock as it existed prior to that date. Dates are for fiscal years ending on
December 31 in each of the years indicated. Since July 9, 1992, the date when
the Reorganization Plan became effective and the Company emerged from
bankruptcy proceedings, the Company believes that its historical peer group may
no longer be relevant because, as a result of the Reorganization Plan, its
operating subsidiaries had an independent board of directors until January 1995
and, during that period, management of the operating companies was vested in
such independent board of directors. By the close of the fiscal year ended
December 31, 1994, the Company's operating subsidiaries had ceased operations
and disposed of substantially all of their assets. This graph assumes a $100
investment in the Company's Common Stock and in each index on December 31,
1989, and that all dividends paid by companies included in each index and by
the Company were reinvested.

[GRAPH APPEARS HERE]

<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG GEV CORPORATION, S&P 500 INDEX AND PEER GROUP INDEX

<CAPTION>
Measurement period GEV S&P 500 Peer Group
(Fiscal year Covered) Corporation Index Index
- --------------------- ----------- --------- ---------
<S> <C> <C> <C>
Measurement PT -
12/89 $100 $ 100 $ 100

FYE 12/90 $ 17.14 $ 96.9 $ 101.03
FYE 12/91 $ 2.5 $ 126.42 $ 109.84
FYE 12/92 $ 2.86 $ 136.05 $ 115.31
FYE 12/93 $ 2.86 $ 149.76 $ 126.17
FYE 12/94 $ 2.86 $ 151.74 $ 101.75
</TABLE>

12
<PAGE>

BOARD COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The Compensation and Stock Option Committee (the "Compensation Committee")
determines the compensation of the Company's executive officers. During the
fiscal year ended December 31, 1994, the only executive officer of the Company
was its Vice President--Chief Financial Officer and Treasurer. The only element
of his compensation was salary for fiscal years 1992 and 1993. While the
Company was subject to the jurisdiction of the U.S. Bankruptcy Court, all
salaries of officers were established by the Court and such salary levels were
not changed through October 31, 1993. The Compensation Committee maintained the
compensation of the Company's Vice President--Chief Financial Officer and
Treasurer at the same level at which he was paid during 1992 because his duties
and performance remained the same and the Company's performance remained the
same. The Compensation Committee was satisfied that the Bankruptcy Court's
analysis of the proper salary level remained applicable. As of November 1,
1993, Mr. Barber no longer receives any compensation from the Company although
he continues to serve as the Company's Vice President--Chief Financial Officer
and Treasurer. This change recognizes the diminution in Mr. Barber's post-
reorganization responsibilities and that the Company does not currently have
any operations.

William R. Berkley

Jack H. Nusbaum

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

William R. Berkley, a member of the Compensation Committee, is the Chairman
of the Board of Directors of the Company and as of March 2, 1995 owned
approximately 53.1% of the Class A Common Stock (representing approximately
52.1% of the voting power of the Company's outstanding capital stock). Jack H.
Nusbaum, a member of the Compensation Committee, is a Senior Partner and Co-
Chairman in the law firm of Willkie Farr & Gallagher, which regularly acts as
counsel to the Company.

TRANSACTIONS WITH MANAGEMENT AND OTHERS

During 1990, the Company's Southeast Frozen Foods, Inc. subsidiary
("Southeast") borrowed an aggregate of $5,000,000 on an unsecured demand note
basis from a private investment limited partnership in which companies
affiliated with Mr. Berkley are all of the limited partners. No principal
payments were made on the note. Mr. Berkley's indirect interest in the loans
was less than 10% of the aggregate principal amount thereof. The loans
represented an allowed unsecured claim subject to the same treatment as all
other similarly situated unaffiliated unsecured claims of the bankruptcy estate
of Southeast. In 1994, the limited partnership received in satisfaction of such
claims an amount equal to 3% of the aggregate principal amount of the loans and
the interest accrued thereon.

During 1991, the Company borrowed funds on an unsecured basis on several
occasions from Mr. Berkley for working capital purposes at times when it had
reached the borrowing limit under its bank credit agreement. Each such loan was
permitted indebtedness under the credit agreement, bore interest at an annual
rate of the prime rate plus 1% and was repaid as soon as funds were available.
On February 1 and February 4, 1991, Mr. Berkley loaned an aggregate of
$4,200,000 to the Company for working capital purposes. No principal payments
have been made on this loan. The loan represents an allowed unsecured claim
subject to the same treatment as all other similarly situated unaffiliated
unsecured claims of the bankruptcy estate of the Company.

In February 1994, the Company sold 4,410,000 shares of Class A Common Stock
to certain investors, including five of its directors and officers, through a
private placement for $.25 per share, resulting in approximately $1,000,000 in
net proceeds. In the private placement, Messrs. Berkley, Bursky, Donahue,

13
<PAGE>

Conrades and Barber purchased 2,600,000 shares, 400,000 shares, 700,000 shares,
400,000 shares and 30,000 shares, respectively. Catherine B. James and Joshua
A. Polan, who were elected officers of the Company in February 1995, purchased
100,000 shares and 60,000 shares, respectively, in the private placement.

As described above under "Proposed Acquisition," the Interlaken Partnership
is expected to purchase from the Company 11,363,636 shares of Class A Common
Stock for a cash purchase price of approximately $1.32 per share, as part of
the Company's financing of the Pioneer Acquisition. Mr. Berkley, through
controlled entities, is the general partner of the Interlaken Partnership and
also owns approximately 32% of the limited partnership interests in the
Interlaken Partnership, and Donald J. Donahue, a director of the Company, owns
approximately 1.3% of the limited partnership interests in the Interlaken
Partnership. The Company's proposed sale of Class A Common Stock to the
Interlaken Partnership has been approved by a majority of the Company's
disinterested and independent directors, who determined that the terms of the
sale were at least as favorable to the Company as if they had been reached with
non-affiliated parties. The price per share to be paid by the Interlaken
Partnership for such shares will be the same as the price per share that the
Pioneer Selling Stockholders will pay for the shares of Class A Common Stock to
be purchased by them in connection with the Pioneer Acquisition.

If the Pioneer Acquisition is consummated, a newly formed subsidiary of the
Company will pay Interlaken Capital, Inc., out of the proceeds of the
acquisition financing, a fee of approximately $1.6 million as compensation for
advisory services provided by Interlaken Capital, Inc. in connection with the
Acquisition. Interlaken Capital, Inc. is a private investment and consulting
firm controlled by William R. Berkley.

If the Pioneer Acquisition is consummated, the Company expects that it will
enter into an employment agreement with Richard C. Kellogg, Jr. and will grant
to Mr. Kellogg options to purchase 500,000 shares of Class A Common Stock
pursuant to the 1995 Stock Incentive Plan. See "Executive Officers of the
Company." The Company also expects that Mr. Kellogg will enter into a
stockholders agreement with the Company, Mr. Berkley and the Interlaken
Partnership providing that, so long as Mr. Kellogg's employment agreement is in
effect, Mr. Berkley and the Interlaken Partnership will vote their shares of
Common Stock for Mr. Kellogg's election to the Company's Board of Directors and
that Mr. Kellogg will vote his shares of Common Stock for the Board of
Directors' nominees for election as directors.

Thomas H. Schnitzius, who is expected to be elected a director of the Company
if the Pioneer Acquisition is consummated, is a principal of Schnitzius &
Vaughan, an investment banking firm. Pioneer has retained Schnitzius & Vaughan
to provide merger and acquisition and financial advisory services to Pioneer.
As compensation for financial services rendered to it by Schnitzius & Vaughan
in connection with the Pioneer Acquisition, Pioneer has agreed to pay that firm
a fee of approximately $1.0 million upon the consummation of the Pioneer
Acquisition, plus reimbursement of reasonable out-of-pocket expenses relating
to such services.

Jack H. Nusbaum, a director of the Company, is a Senior Partner and Co-
Chairman in the law firm of Willkie Farr & Gallagher, which regularly acts as
counsel to the Company.

Each transaction involving officers of the Company, its controlling persons
or affiliates was authorized at the time of the transaction or subsequently
ratified by a majority of the Company's disinterested directors. In the future,
the Company will not enter into any transactions with affiliated parties unless
a majority of the disinterested and independent directors determines that the
terms of such transactions will be at least as favorable to the Company as if
made with non-affiliated parties.

14
<PAGE>

PROPOSAL 2: TO APPROVE AN AMENDMENT TO THE COMPANY'S THIRD RESTATED CERTIFICATE
OF INCORPORATION TO EFFECT A ONE-FOR-FOUR REVERSE SPLIT OF THE
COMPANY'S CLASS A COMMON STOCK AND CLASS B COMMON STOCK

GENERAL

The Board of Directors of the Company has approved an amendment to the
Company's Third Restated Certificate of Incorporation (the "Certificate of
Incorporation") to effect a one-for-four reverse split of the Company's issued
and outstanding shares of Class A Common Stock and Class B Common Stock (the
"Reverse Stock Split"). A copy of the proposed amendment to the Certificate of
Incorporation effecting the Reverse Stock Split, in substantially the form in
which it is proposed to be filed, is attached as Exhibit A. If the Reverse
Stock Split is approved by stockholders, the Board of Directors will determine
the date on which the Reverse Stock Split will become effective. Each share of
Class A Common Stock issued and outstanding immediately prior to that effective
date will be reclassified as and changed into one-fourth of one share of Class
A Common Stock and each share of Class B Common Stock then outstanding will be
reclassified as and changed into one-fourth of one share of Class B Common
Stock.

PURPOSE AND EFFECT OF THE REVERSE STOCK SPLIT

The principal effect of the Reverse Stock Split will be to decrease the
number of outstanding shares of Class A Common Stock from 15,168,663 (as of
March 2, 1995) to approximately 3,792,165 shares and the number of outstanding
shares of Class B Common Stock from 3,077,419 (as of March 2, 1995) to
approximately 769,354 (assuming, in each case, that no additional shares have
been issued subsequent to March 2, 1995). The Common Stock issued pursuant to
the Reverse Stock Split will be fully paid and nonassessable. The respective
voting rights and other rights that accompany the Common Stock will not be
altered by the Reverse Stock Split (other than as a result of payment of cash
in lieu of fractional shares (as discussed below)), and the par value of the
Common Stock will remain at $.01 per share. Consummation of the Reverse Stock
Split will not alter the number of authorized shares of the Company's capital
stock, which will remain at 60,000,000. Such authorized shares of capital stock
consist of 46,000,000 shares of Class A Common Stock, 4,000,000 shares of Class
B Common Stock and 10,000,000 shares of preferred stock (none of which shares
of preferred stock has been issued). After giving effect to the Reverse Stock
Split, the number of outstanding shares of Class A and Class B Common Stock (as
of March 2, 1995) would be as set forth above, with the result that
approximately 42,207,835 and 3,230,646 shares of Class A and Class B Common
Stock, respectively, would constitute authorized but unissued shares, with
750,000 shares of Class A Common Stock being reserved for issuance pursuant to
the Company's 1995 Stock Incentive Plan. The Reverse Stock Split is not
necessary in order to allow the Company to issue shares of Common Stock to
finance any of the purchase price of, and is not otherwise necessary in
connection with, the Pioneer Acquisition. The Company presently has no
intention to issue shares of Common Stock, other than in connection with the
Pioneer Acquisition, upon the exercise of options granted under the 1995 Stock
Incentive Plan and upon the conversion, if any, of any Class B Common Stock
into Class A Common Stock.

The Company expects that, if the Pioneer Acquisition is consummated, the
Company will attempt to have the Class A Common Stock listed for trading on the
National Market System of NASDAQ (the "National Market System") or the Nasdaq
Small Cap Market. The Company currently does not qualify for admission to the
National Market System or the Nasdaq Small Cap Market because, among other
factors, its per-share price is too low and it cannot meet certain financial
statement requirements. The Board of Directors believes that a decrease in the
number of shares of Class A Common Stock outstanding without any material
alteration of the proportionate economic interest in the Company represented by
individual shareholdings may increase the trading price of the Class A Common
Stock and that a higher price should be more appropriate for admission to the
National Market System or the Nasdaq Small Cap Market, although no assurance
can be given that the market price of the Class A Common Stock will rise in
proportion to the reduction in the number of shares outstanding resulting from
the Reverse Stock Split. The Company also

15
<PAGE>

believes that its ability to have the Class A Common Stock accepted for trading
on the National Market System or the Nasdaq Small Cap Market may be enhanced by
the Pioneer Acquisition and the earnings and assets of Pioneer. The Company
does not expect that it will apply for listing on the National Market System or
the Nasdaq Small Cap Market if the Pioneer Acquisition is not consummated, and
there can be no assurance that, even if the Pioneer Acquisition is consummated,
the Company will be able to meet the requirements for listing on the National
Market System or the Nasdaq Small Cap Market or to obtain a waiver of such
requirements.

The Board of Directors further believes that the relatively low per-share
market price of the Class A Common Stock may impair the acceptability of the
Class A Common Stock to certain institutional investors and other members of
the investing public. While the number of shares outstanding should not, by
itself, affect the marketability of a stock, the type of investor who acquires
it or the Company's reputation in the financial community, the Company believes
that, in practice, this is not necessarily the case, as certain investors view
low-priced stock as unattractive or, as a matter of policy, are precluded from
purchasing low-priced shares. In addition, certain brokerage houses, as a
matter of policy, will not extend margin credit on stocks trading at low
prices. On the other hand, certain other investors may be attracted to low-
priced stock because of the greater trading volatility sometimes associated
with such securities.

There can be no assurance that the Reverse Stock Split will not adversely
impact the market price of the Class A Common Stock, that the marketability of
the Class A Common Stock will improve as a result of approval of the Reverse
Stock Split or that the approval of the Reverse Stock Split will otherwise have
any of the effects described herein.

CERTIFICATES AND FRACTIONAL SHARES

The certificates presently representing shares of Common Stock will be deemed
to represent one-fourth the number of shares of Common Stock after the
effective date of the Reverse Stock Split. New certificates of Common Stock
will be issued in due course as old certificates are tendered to the transfer
agent for exchange or transfer. No fractional shares of Common Stock will be
issued and, in lieu thereof, stockholders holding a number of shares of Common
Stock not evenly divisible by four, and stockholders holding less than four
shares of Common Stock, upon surrender of their old certificates, will receive
cash in lieu of fractional shares of Common Stock. The price payable by the
Company for the fractional shares of Class A Common Stock or Class B Common
Stock will be determined by multiplying the fraction of a new share by the
equivalent of the average of the high bid and low asked prices for one old
share of Class A Common Stock for the ten business days immediately preceding
the effective date of the Reverse Stock Split for which transactions in the
Common Stock are reported, as determined from the NASD OTC Bulletin Board.

SOURCE OF FUNDS; NUMBER OF HOLDERS

The funds required to purchase the fractional shares are available and will
be paid from the current cash reserves of the Company. The Company's
stockholder list indicates that a portion of the outstanding Class A Common
Stock is registered in the names of clearing agencies and broker nominees. It
is, therefore, not possible to predict with certainty the number of fractional
shares and the total amount that the Company will be required to pay for
fractional share interests. However, it is not anticipated that the funds
necessary to effect the cancellation of fractional shares will be material.

As of March 2, 1995, approximately 250 persons were holders of record of
Class A Common Stock. The Company does not anticipate that the Reverse Stock
Split and the payment of cash in lieu of fractional shares will result in a
significant reduction in the number of holders of record of Class A Common
Stock. The Company does not presently intend to seek, either before or after
the Reverse Stock Split, any change in the Company's status as a reporting
company for federal securities law purposes.

16
<PAGE>

FEDERAL INCOME TAX CONSEQUENCES

Except as described below with respect to cash received in lieu of fractional
share interests, the receipt of Common Stock in the Reverse Stock Split should
not result in any taxable gain or loss to stockholders for federal income tax
purposes. If the Reverse Stock Split is approved, the tax basis of Common Stock
received as a result of the Reverse Stock Split (including any fractional share
interests to which a stockholder is entitled) will be equal, in the aggregate,
to the basis of the shares exchanged for the Common Stock. For tax purposes,
the holding period of the shares immediately prior to the effective date of the
Reverse Stock Split will be included in the holding period of the Common Stock
received as a result of the Reverse Stock Split, including any fractional share
interests to which a stockholder is entitled. A stockholder who receives cash
in lieu of fractional shares of Common Stock will be treated as first receiving
such fractional shares and then receiving cash as payment in exchange for such
fractional shares of Common Stock, and will recognize capital gain or loss in
an amount equal to the difference between the amount of cash received and the
adjusted basis of the fractional shares treated as surrendered for cash.

EFFECTIVENESS

In accordance with Delaware law and notwithstanding approval of the amendment
by stockholders, at any time prior to the filing of the Certificate of
Amendment, the Board of Directors may, in its sole discretion, abandon the
proposed amendment without any further action by stockholders.

VOTING

Assuming the presence of a quorum, the affirmative vote of the holders of a
majority of the voting power of the outstanding shares of Common Stock is
necessary for approval of the Reverse Stock Split.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE APPROVAL OF
THE REVERSE STOCK SPLIT.

PROPOSAL 3: TO APPROVE AN AMENDMENT TO THE CERTIFICATE OF INCORPORATION TO
CHANGE THE COMPANY'S NAME FROM GEV CORPORATION TO PIONEER
COMPANIES, INC.

The Board of Directors has approved an amendment to the Certificate of
Incorporation that would change the Company's name from GEV Corporation to
"Pioneer Companies, Inc." The Board is now submitting this amendment to the
stockholders for approval.

If the name change is approved by the stockholders, Article FIRST of the
Certificate of Incorporation will be amended to read in full as follows:

"FIRST: The name of the Corporation is Pioneer Companies, Inc."

The Board of Directors is recommending the name change to stockholders to
identify the Company with Pioneer Americas, Inc., which will become a wholly
owned subsidiary of the Company from the consummation of the Pioneer
Acquisition and will then account for nearly all the Company's revenues.

The proposal to change the Company's name requires the affirmative vote of a
majority of the voting power of the outstanding shares of Common Stock. If the
stockholders approve this amendment and the Pioneer Acquisition is consummated,
the Company intends to file a Certificate of Amendment to the Certificate of
Incorporation with the Secretary of State of the State of Delaware to effect
the name change promptly after the occurrence of both these events. In
accordance with Delaware law and notwithstanding approval of the amendment by
the stockholders, at any time prior to the filing of the Certificate of
Amendment, the Board of Directors of the Company may, in its discretion,
abandon the proposed amendment without further action by the stockholders. This
proposal would be abandoned, and the name of the Company would not be changed,
if the Pioneer Acquisition is not consummated.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE "FOR" THE PROPOSED
NAME CHANGE.

17
<PAGE>

PROPOSAL 4: APPROVAL OF THE 1995 STOCK INCENTIVE PLAN

On February 23, 1995, the Board of Directors adopted the 1995 Stock Incentive
Plan (the "Plan"), subject to stockholder approval, under which 3,000,000
shares of Class A Common Stock (before giving effect to the proposed Reverse
Stock Split) were reserved for issuance pursuant to the grant of stock based
awards under the Plan. The Company is seeking stockholder approval of the Plan
for the purpose of complying with Rule 16b-3 promulgated pursuant to the
Securities Exchange Act of 1934 and Sections 162(m) and 422(b)(1) of the
Internal Revenue Code of 1986, as amended (the "Code").

PURPOSE AND ELIGIBILITY

The purpose of the Plan is to provide a means through which the Company and
its subsidiaries may attract able persons to enter and remain in the employ of
the Company and its subsidiaries and to provide a means whereby employees of
the Company and its subsidiaries can acquire and maintain stock ownership,
thereby strengthening their commitment to the welfare of the Company and its
subsidiaries and promoting an identity of interest between stockholders and
these employees.

Pursuant to the Plan, officers and employees of the Company and its
subsidiaries (other than, unless certain conditions are satisfied, employees
subject to a collective bargaining agreement) are eligible to be selected by
the Compensation Committee as participants to receive awards of various forms
of equity-based incentive compensation, including stock options, stock
appreciation rights, restricted stock awards, performance share unit awards and
phantom stock unit awards, and awards consisting of combinations of such
incentives. Assuming that the Pioneer Acquisition is consummated, approximately
680 employees would be eligible to participate in the Plan. There are currently
5 employees of the Company eligible to participate in the Plan.

ADMINISTRATION

The Plan will be administered by the Compensation Committee. The Compensation
Committee, in its sole discretion, will determine which eligible employees of
the Company and its subsidiaries may participate in the Plan and the type,
extent and terms of the equity-based awards to be granted to them. No
Compensation Committee member will be eligible to participate in the Plan.

AWARDS

Stock options granted under the Plan may be "incentive stock options"
("ISOs"), within the meaning of Section 422 of the Code, or nonqualified stock
options ("NQSOs"). The exercise price of the options will be determined by the
Compensation Committee when the options are granted, subject to a minimum price
in the case of NQSOs intended to qualify as "performance-based compensation"
within the meaning of Section 162(m) of the Code and ISOs of the Fair Market
Value (as defined in the Plan) of the Class A Common Stock on the date of grant
and to a minimum price in the case of all other NQSOs of the par value of the
Class A Common Stock. The option exercise price may be paid in cash or in
shares of Class A Common Stock having a Fair Market Value on the date of
exercise equal to the exercise price or, in the discretion of the Compensation
Committee, by delivery to the Company of (i) other property having a Fair
Market Value on the date of exercise equal to the option exercise price, or
(ii) a copy of irrevocable instructions to a stockbroker to deliver promptly to
the Company an amount of sale or loan proceeds sufficient to pay the exercise
price.

An SAR may be granted as a supplement to a related stock option or may be
granted independent of any option. SARs granted in connection with an option
will become exercisable and lapse according to the same vesting schedule and
lapse rules that are established for the corresponding option. SARs granted
independent of any option will vest and lapse according to the terms and
conditions set by the Compensation Committee. An SAR will entitle its holder to
be paid an amount equal to the excess of the Fair Market Value of the Class A
Common Stock subject to the SAR on the date of exercise over the exercise price
of the related

18
<PAGE>

stock option, in the case of an SAR granted in connection with an option, or
the Fair Market Value of the Class A Common Stock subject to the SAR on the
date of exercise over the Fair Market Value of the Class A Common Stock on the
date of grant, in the case of an SAR granted independent of an option.

Shares of Class A Common Stock covered by a restricted stock award will not
be issued to the recipient at the time the award is granted but will be
deposited with an escrow agent until the end of the restricted period set by
the Compensation Committee. During the restricted period, restricted stock will
be subject to transfer restrictions and forfeiture in the event of termination
of employment with the Company or a subsidiary and other restrictions and
conditions established by the Compensation Committee at the time the award is
granted.

A phantom stock unit award will provide for the future payment of cash or the
issuance of shares of Common Stock to the recipient if continued employment or
other conditions established by the Compensation Committee at the time of grant
are attained.

A performance share unit award will provide for the future payment of cash or
the issuance of shares of Class A Common Stock to the recipient upon the
attainment of certain corporate performance goals established by the
Compensation Committee over three- to five-year performance award periods. At
the end of each performance award period, the Compensation Committee decides
the extent to which the corporate performance goals have been attained and the
amount of cash or Class A Common Stock to be distributed to the participant.
Participants may choose to defer the payment of a performance share unit award
by filing a deferral election form with the Compensation Committee prior to the
time the payment is due. At the election of the participant, deferred amounts
are deemed invested in an interest bearing account, phantom stock units or
other hypothetical investment equivalent from time to time made available under
the Plan.

EFFECT OF CHANGE IN CONTROL OF THE COMPANY

In the event of a Change in Control of the Company (as defined below) all
options and SARs will become immediately vested and exercisable, the
restrictions with regard to restricted stock will lapse and phantom stock unit
awards will become immediately payable. In addition, in the event of such an
occurrence, the Compensation Committee will immediately determine the extent to
which any performance goals have been met with regard to any outstanding
performance share unit awards and will cause any amounts determined to be
earned due to the full or partial attainment of such goals to be immediately
paid to participants. Finally, all amounts deferred under the Plan will be
immediately paid out. For purposes of the Plan, a Change in Control is defined
as (unless the Board of Directors otherwise directs by resolution adopted prior
thereto) (1) the acquisition by any person or group of persons, acting in
concert, other than William R. Berkley or his affiliates, of 30% or more of
either the outstanding Common Stock or the combined voting power of the
Company's outstanding securities, (2) a change in the majority membership of
the Board over a two-year period not authorized by at least three-quarters of
the directors then still in office who were directors at the beginning of such
two-year period, or (3) a liquidation or dissolution of the Company or a sale
of substantially all of the Company's assets.

SHARES SUBJECT TO THE STOCK INCENTIVE PLAN

The Company has reserved 3,000,000 shares of Class A Common Stock (before
giving effect to the proposed Reverse Stock Split) for issuance under the Plan.
No more than 500,000 shares of Class A Common Stock (before giving effect to
the proposed Reverse Stock Split) may be issued to any one person pursuant to
awards of options or SARs during any one year.

MARKET VALUE

On March 2, 1995, the mean of the high bid and low asked prices of Class A
Common Stock, as reported on the NASD OTC Bulletin Board, was approximately
$.78 per share.

19
<PAGE>

FEDERAL TAX CONSEQUENCES

Set forth below is a brief description of the federal income tax consequences
applicable to ISOs and NQSOs granted under the Plan.

ISOS

No taxable income is realized by the optionee upon the grant or exercise of
an ISO. If Class A Common Stock is issued to an optionee pursuant to the
exercise of an ISO, and if no disqualifying disposition of such shares is made
by such optionee within two years after the date of grant or within one year
after the transfer of such shares to such optionee, then (1) upon sale of such
shares, any amount realized in excess of the option price will be taxed to such
optionee as a long-term capital gain and any loss sustained will be a long-term
capital loss, and (2) no deduction will be allowed to the optionee's employer
for federal income tax purposes.

If the Class A Common Stock acquired upon the exercise of an ISO is disposed
of prior to the expiration of either holding period described above, generally
(1) the optionee will realize ordinary income in the year of disposition in an
amount equal to the excess (if any) of the fair market value of such shares at
exercise (or, if less, the amount realized on the disposition of such shares)
over the option price paid for such shares, and (2) the optionee's employer
will be entitled to deduct such amount for federal income tax purposes if the
amount represents an ordinary and necessary business expense. Any further gain
(or loss) realized by the optionee upon the sale of the Class A Common Stock
will be taxed as short-term or long-term capital gain (or loss), depending on
how long the shares have been held, and will not result in any deduction by the
employer.

Subject to certain exceptions for disability or death, if an ISO is exercised
more than three months following termination of employment, the exercise of the
option will generally be taxed as the exercise of a NQSO.

For purposes of determining whether an optionee is subject to any alternative
minimum tax liability, an optionee who exercises an ISO generally would be
required to increase his or her alternative minimum taxable income, and compute
the tax basis in the stock so acquired, in the same manner as if the optionee
had exercised an NQSO. Each optionee is potentially subject to the alternative
minimum tax. In substance, a taxpayer is required to pay the higher of his/her
alternative minimum tax liability or his/her "regular" income tax liability. As
a result, a taxpayer has to determine his/her potential liability under the
alternative minimum tax.

NQSOS

With respect to NQSOs: (1) no income is realized by the optionee at the time
the option is granted; (2) generally, at exercise, ordinary income is realized
by the optionee in an amount equal to the difference between the option price
paid for the shares and the fair market value of the shares, if unrestricted,
on the date of exercise, and the optionee's employer is generally entitled to a
tax deduction in the same amount subject to applicable tax withholding
requirements; and (3) at sale, appreciation (or depreciation) after the date of
exercise is treated as either short-term or long-term capital gain (or loss)
depending on how long the shares have been held.

Optionees are strongly advised to consult with their individual tax advisors
to determine their personal tax consequences resulting from the grant and/or
exercise of options under the Plan.

RECOMMENDATION AND VOTE

Approval of the adoption of the Plan requires the affirmative vote of the
holders of a majority of the voting power of the shares of Common Stock
present, in person or by proxy, at the meeting.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PLAN.

20
<PAGE>

NEW PLAN BENEFITS

If the Pioneer Acquisition is consummated, the Company expects in the current
fiscal year to grant to approximately 680 employees of Pioneer and its
subsidiaries options under the Plan to purchase an aggregate of approximately
2.0 million shares of Class A Common Stock. Included in this amount are options
to purchase 500,000 shares of Class A Common Stock to be awarded to Richard C.
Kellogg, Jr., who is expected to be elected the Company's President, and
options to be awarded to George T. Henning, Jr., who is expected to be elected
Vice President--Chief Financial Officer of the Company. See "Executive Officers
of the Company" and "Transactions with Management and Others." Certain of the
other employees who receive grants of options may also be elected executive
officers of the Company following the consummation of the Pioneer Acquisition,
although the Company cannot yet determine who, if any, of these employees will
be so elected. Approximately six of the employees, including Messrs. Kellogg
and Henning, are each expected to receive five percent or more of the aggregate
options granted. None of the Company's present executive officers or directors
is expected to receive awards under the Plan in the current fiscal year. The
exercise price of these options will be the Fair Market Value of the Class A
Common Stock on the date of grant. Since the Fair Market Value fluctuates over
time, the Company cannot forecast what the Fair Market Value will be on the
date of grant or the dollar value of the options. The Company may make
additional awards under the Plan in the current fiscal year, although it does
not presently plan to do so.

The grant of equity-based awards under the Plan is entirely within the
discretion of the Compensation Committee. Except as described in the preceding
paragraph, the Company has made no determination as to the nature or extent of
awards that might be made in the future. In addition, the Company cannot
determine the nature or extent of awards that would have been granted in the
last fiscal year had the Plan been in operation during such time. Therefore,
the Company has omitted the tabular disclosure of the benefits or amounts to be
allocated under the Plan.

PROPOSAL 5: APPOINTMENT OF INDEPENDENT AUDITORS

Deloitte & Touche LLP has been appointed by the Board of Directors as
independent certified public accountants to audit the financial statements of
the Company for the fiscal year ending December 31, 1995. The Board of
Directors is submitting this matter to a vote of stockholders in order to
ascertain their views. If the appointment of Deloitte & Touche LLP is not
ratified at the Annual Meeting, the Board of Directors will reconsider its
action and will appoint auditors for the 1995 fiscal year without further
stockholder action. Further, even if the appointment of auditors is ratified by
stockholder action, the Board of Directors may at any time in the future in its
discretion reconsider the appointment of auditors without submitting the matter
to a vote of stockholders.

It is expected that representatives of Deloitte & Touche LLP will attend the
Annual Meeting, will have the opportunity to make a statement if they desire to
do so and will be available to respond to appropriate stockholder questions.

IT IS THE INTENTION OF THE PERSONS NAMED ON THE ENCLOSED FORM OF PROXY TO VOTE
"FOR" RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP UNLESS OTHERWISE
DIRECTED.

REPORTING UNDER SECTION 16(A) OF
THE SECURITIES EXCHANGE ACT OF 1934

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
executive officers and directors, and persons who own more than ten percent of
the Company's Class A Common Stock or Class B Common Stock, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Based solely on its review of Section 16(a) reports furnished to the Company,
the Company has identified the following instances of reports for the fiscal
year ended December 31, 1994 which were not filed in a timely manner. The
purchases by Messrs. Berkley, Bursky, Conrades, Donahue and Barber of shares of
Class A Common Stock from the Company in a private placement were reported
either one or two months late. A sale of Class A Common Stock by Mr. Donahue
was reported approximately three weeks late and Mr. Bursky's initial report of
ownership was reported one week late.

21
<PAGE>

STOCKHOLDER PROPOSALS FOR 1996 ANNUAL MEETING

It is anticipated that the next Annual Meeting of Stockholders after the one
scheduled for March 31, 1995 will be held on or about May 20, 1996. All
stockholder proposals relating to a proper subject for action at the 1996
Annual Meeting to be included in the Company's Proxy Statement and form of
proxy relating to that meeting must be received by the Company for its
consideration at its principal executive offices no later than December 30,
1995, all in accordance with the provisions of Rule 14a-8 promulgated under the
Securities Exchange Act of 1934. Any such proposal should be submitted by
certified mail, return receipt requested.

By Order of the Board of Directors,

/s/ WILLIAM R. BERKLEY

WILLIAM R. BERKLEY
Chairman of the Board

22
<PAGE>

EXHIBIT A

PROPOSED AMENDMENT TO THE CERTIFICATE OF
INCORPORATION TO EFFECT THE REVERSE STOCK SPLIT

Article Fourth of the Certificate of Incorporation is hereby amended by the
addition of the following paragraphs immediately following paragraph D:

"E. Simultaneously with the effective date of this amendment (the "Effective
Date"), each share of Class A Common Stock issued and outstanding immediately
prior to the Effective Date (the "Old Class A Common Stock") shall
automatically and without any action on the part of the holder thereof be
reclassified as and changed into one-fourth ( 1/4) of a share of Class A Common
Stock (the "New Class A Common Stock"), subject to the treatment of fractional
share interests as described below. Such reclassification and change of Old
Class A Common Stock into New Class A Common Stock shall not change the par
value per share of the shares reclassified and changed, which par value shall
remain $.01 per share. Each holder of a certificate or certificates which
immediately prior to the Effective Date represented outstanding shares of Old
Class A Common Stock (the "Old Class A Certificates," whether one or more)
shall be entitled to receive upon surrender of such Old Class A Certificates to
the Corporation's Transfer Agent for cancellation, a certificate or
certificates (the "New Class A Certificates," whether one or more) representing
the number of whole shares of New Class A Common Stock into which and for which
the shares of the Old Class A Common Stock formerly represented by such Old
Class A Certificates so surrendered, are reclassified under the terms hereof.
From and after the Effective Date, Old Class A Certificates shall represent
only the right to receive New Class A Certificates (and, where applicable, cash
in lieu of fractional shares, as provided below) pursuant to the provisions
hereof. No certificates or scrip representing fractional share interests in New
Class A Common Stock will be issued, and no such fractional share interest will
entitle the holder thereof to vote, or to any rights of a stockholder of the
Corporation. A holder of Old Class A Certificates shall receive, in lieu of any
fraction of a share of New Class A Common Stock to which the holder would
otherwise be entitled, a cash payment therefor in an amount equal to the
product of (a) the fraction of such share and (b) the average of the high bid
and low asked prices of one share of Old Class A Common Stock, as reported on
the NASD OTC Bulletin Board, for the ten business days immediately preceding
the Effective Date for which transactions in Old Class A Common Stock are
reported thereon. If more than one Old Class A Certificate shall be surrendered
at one time for the account of the same stockholder, the number of full shares
of New Class A Common Stock for which New Class A Certificates shall be issued
shall be computed on the basis of the aggregate number of shares represented by
the Old Class A Certificates so surrendered. In the event that the Transfer
Agent determines that a holder of Old Class A Certificates has not tendered all
the holder's certificates for exchange, the Transfer Agent shall carry forward
any fractional share until all certificates of that holder have been presented
for exchange such that payment for fractional shares to any one holder shall
not exceed the value of one share. If any New Class A Certificate is to be
issued in a name other than that in which the Old Class A Certificates
surrendered for exchange are issued, the Old Class A Certificates so
surrendered shall be properly endorsed and otherwise in proper form for
transfer, and the person or persons requesting such exchange shall affix any
requisite stock transfer tax stamps to the Old Class A Certificates
surrendered, or provide funds for their purchase, or establish to the
satisfaction of the Transfer Agent that such taxes are not payable. From and
after the Effective Date, the amount of capital represented by the shares of
the New Class A Common Stock into which and for which the shares of the Old
Class A Common Stock are reclassified under the terms hereof shall be the same
as the amount of capital represented by the shares of Old Class A Common Stock
so reclassified, until thereafter reduced or increased in accordance with
applicable law.

F. Simultaneously with the Effective Date, each share of Class B Common Stock
issued and outstanding immediately prior to the Effective Date (the "Old Class
B Common Stock") shall automatically and without any action on the part of the
holder thereof be reclassified as and changed into one-fourth ( 1/4) of a share
of Class B Common Stock (the "New Class B Common Stock"), subject to the
treatment of fractional share interests as described below. Such
reclassification and change of Old Class B Common Stock

A-1
<PAGE>

into New Class B Common Stock shall not change the par value per share of the
shares reclassified, which par value shall remain $.01 per share. Each holder
of a certificate or certificates which immediately prior to the Effective Date
represented outstanding shares of Old Class B Common Stock (the "Old Class B
Certificates," whether one or more) shall be entitled to receive upon surrender
of such Old Class B Certificates to the Corporation's Transfer Agent for
cancellation, a certificate or certificates (the "New Class B Certificates,"
whether one or more) representing the number of whole shares of New Class B
Common Stock into which and for which the shares of the Old Class B Common
Stock formerly represented by such Old Class B Certificates so surrendered, are
reclassified under the terms hereof. From and after the Effective Date, Old
Class B Certificates shall represent only the right to receive New Class B
Certificates (and, where applicable, cash in lieu of fractional shares, as
provided below) pursuant to the provisions hereof. No certificates or scrip
representing fractional share interests in New Class B Common Stock will be
issued, and no such fractional share interest will entitle the holder thereof
to vote, or to any rights of a stockholder of the Corporation. A holder of Old
Class B Certificates shall receive, in lieu of any fraction of a share of New
Class B Common Stock to which the holder would otherwise be entitled, a cash
payment therefor in an amount equal to the product of (a) the fraction of such
share and (b) the average of the high bid and low asked prices of one share of
Old Class A Common Stock, as reported on the NASD OTC Bulletin Board, for the
ten business days immediately preceding the Effective Date for which
transactions in Old Class A Common Stock are reported thereon. If more than one
Old Class B Certificate shall be surrendered at one time for the account of the
same stockholder, the number of full shares of New Class B Common Stock for
which New Class B Certificates shall be issued shall be computed on the basis
of the aggregate number of shares represented by the Old Class B Certificates
so surrendered. In the event that the Transfer Agent determines that a holder
of Old Class B Certificates has not tendered all the holder's certificates for
exchange, the Transfer Agent shall carry forward any fractional share until all
certificates of that holder have been presented for exchange such that payment
for fractional shares to any one holder shall not exceed the value of one
share. If any New Class B Certificate is to be issued in a name other than that
in which the Old Class B Certificates surrendered for exchange are issued, the
Old Class B Certificates so surrendered shall be properly endorsed and
otherwise in proper form for transfer, and the person or persons requesting
such exchange shall affix any requisite stock transfer tax stamps to the Old
Class B Certificates surrendered, or provide funds for their purchase, or
establish to the satisfaction of the Transfer Agent that such taxes are not
payable. From and after the Effective Date, the amount of capital represented
by the shares of the New Class B Common Stock into which and for which the
shares of the Old Class B Common Stock are reclassified under the terms hereof
shall be the same as the amount of capital represented by the shares of Old
Class B Common Stock so reclassified, until thereafter reduced or increased in
accordance with applicable law."

A-2
<PAGE>

PROXY

GEV CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF GEV CORPORATION
IN CONNECTION WITH ITS ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON MARCH 31,
1995.

The undersigned hereby appoints William R. Berkley and Andrew M. Bursky, and
each of them, proxies with several powers of substitution, to vote for the
undersigned at the Annual Meeting of Stockholders of GEV Corporation to be
held on Friday, March 31, 1995, or any adjournment or postponement thereof,
upon the matters below as described in the notice of meeting and accompanying
proxy statement, according to the number of votes and as fully as the
undersigned would be entitled to vote if personally present. The undersigned
hereby revokes any prior proxy or proxies. The undersigned hereby instructs
said proxies to vote all shares of capital stock of GEV Corporation that the
undersigned is entitled to vote at said meeting in the manner indicated herein
and, in the discretion of said proxies, upon such other business as may
properly come before said meeting. This proxy, if properly executed, will be
voted in the manner instructed herein by the undersigned stockholder. IF NO
DIRECTION IS INDICATED, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE
NOMINEES AS DIRECTORS AND "FOR" PROPOSALS 2, 3, 4 AND 5.

If more than one of the above-named proxies shall be present in person or by
substitute, a majority of the proxies so present and voting shall have and may
exercise all the powers hereby granted.

THIS PROXY IS CONTINUED ON THE REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN PROMPTLY.

<PAGE>

[X] PLEASE MARK YOUR VOTES LIKE THIS

-----------
COMMON

(1) To elect two Directors to hold office for a term of three years until the
Annual Meeting of Stockholders in 1998 and until their successors are duly
chosen:

Donald J. Donahue and Jack H. Nusbaum

INSTRUCTION: TO WITHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE SUCH
NOMINEE'S NAME IN THE SPACE PROVIDED BELOW:

- -----------------------------

FOR each nominee listed (except as indicated to the contrary) [ ]

WITHHOLD AUTHORITY to vote for each nominee listed [ ]

(2) To approve an amendment to the Company's Third Restated Certificate of
Incorporation (the "Certificate of Incorporation") to effect a one-for-four
reverse split of the Company's Class A Common Stock and Class B Common
Stock.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

(3) To approve an amendment to the Company's Certificate of Incorporation to
change the name of the Company from GEV Corporation to Pioneer Companies,
Inc.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

(4) To approve the 1995 Stock Incentive Plan.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

(5) To ratify the appointment of Deloitte & Touche LLP as independent
certified public accountants for the Company for the fiscal year ending
December 31, 1995.

FOR AGAINST ABSTAIN
[ ] [ ] [ ]

(6) To consider and act upon any other matters which may properly come before
the Annual Meeting or any adjournment thereof.

Please SIGN exactly as name(s) appear on
your stock certificates. For joint
accounts, all co-owners should sign. Those
signing as attorney, administrator,
trustee, executor, guardian or corporate
executor, please give your full title as
such.
Dated _______________________________, 1995
Signature _________________________________
Signature if held jointly _________________

PLEASE MARK, SIGN, DATE AND MAIL THIS
PROXY IN THE ENVELOPE PROVIDED.