<PAGE>1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Definitive Proxy Statement
[ ] Confidential, for Use of the Commission Only (as
permitted by Rule 14a-6(e)(2)
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 240.14a-11(c)
or 240.14a-12
GEV CORPORATION
(Name of Registrant as Specified In Its Charter)
GEV CORPORATION
(Name of Person(s) Filing Proxy Statement)
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(j)(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 14(a)-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 Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total Fee paid:
[X] Fee previously paid 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) Amounts Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>2
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,
Nelson A. Barber
<PAGE>3
Assistant Secretary
Dated: March , 1995
<PAGE>4
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 , 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.
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
<PAGE>5
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
$50,000,000 in aggregate principal amount, and to redeem existing preferred
stock of Pioneer in the amount of $5,000,000. On the purchase date, Pioneer
will guarantee indebtedness, in an aggregate principal amount expected to be
approximately $143,000,000, to be incurred by a subsidiary 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 $____ 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 such subsidiary 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 $____ per share.
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
<PAGE>6
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.
The following table sets forth information regarding the nominees
and the remaining directors who will continue in office after the Annual
Meeting.
<PAGE>7
<TABLE> <CAPTION>
Served as
Director of Business Experience
the Company During Past 5 Years,
Name Continuously Since Age and Other Information
<S> <C> <C>
Nominees to Serve in Office Until 1998
Donald J. Donahue* 1988 Chairman of the Board of Magma Copper Company since
1987 and Chairman of Nacolah Holding Co., a life and
health insurance company, from 1990 to 1993. From
1984 to 1985, Mr. Donahue served as Chairman and was
a director of KMI Continental Group, Inc., a natural
resource conglomerate. From 1975 to 1984, he was Vice
Chairman and a director of Continental Group, Inc.
Mr. Donahue is a trustee of Northeast Utilities, Inc.
and a director of Signet Star Holdings, Inc., a
reinsurance holding company. He is also a director
of Counsellors Tandem Securities Fund, Inc. and
eleven other registered investment companies managed
by EMW Warburg Pincus Counsellors, Inc. (Warburg,
Pincus Fixed Income Fund; Warburg, Pincus New York
Municipal Bond Fund; Counsellors Global Fixed Income
Fund, Inc.; Counsellors Intermediate Maturity
Government Fund, Inc.; Warburg, Pincus Institutional
Fund, Inc.; Counsellors International Equity Fund,
Inc.; Counsellors New York Tax Exempt Fund, Inc.;
Counsellors Cash Reserve Fund, Inc.; Warburg, Pincus
Capital Appreciation Fund; Counsellors Emerging
Growth Fund, Inc.; and Counsellors Tandem Securities
Fund, Inc.). Mr. Donahue is 70 years of age.
* Member of Audit Committee.
<PAGE>8
1988 Senior Partner and Co-Chairman in the New York law
firm of Willkie Farr & Gallagher. Mr. Nusbaum is a
Jack H. Nusbaum** . . . . . . . . . . director of W.R. Berkley Corporation, a property and
casualty insurance company, The Topps Company, Inc.,
a manufacturer of collectible picture products and
gum, Signet Star Holdings, Inc., Prime Hospitality
Corp. and Hirschl & Adler Galleries, Inc. Mr. Nusbaum
is also a trustee of Blythedale Children's Hospital,
Prep for Prep, the Joseph Collins Foundation and the
Robert Steel Foundation. Mr. Nusbaum is 54 years of
age.
Directors to Continue in Office Until
1996
** Member of Compensation and Stock Option Committee.
<PAGE>9
1991 Restructuring consultant since July 1992. Mr. Ablove
was President and Chief Executive Officer of the
Philip J. Ablove* 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
55 years of age.
* Member of Audit Committee.
<PAGE>10
1988 President and CEO of Bolt Beranek and Newman Inc., a
company engaged in packet switching data
George H. Conrades 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*** 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.
*** Member of Executive Committee.
<PAGE>11
Director to Continue in Office Until
1997
William R. Berkley***** 1988 Chairman of the Board of the Company since 1987. He
also serves as Chairman of the Board of several
companies which he controls or founded. These
include W.R. Berkley Corporation and Interlaken
Capital, Inc., a private investment and consulting
firm. Mr. Berkley is also a director of Strategic
Distribution, Inc. Mr. Berkley is 49 years of age.
</TABLE>
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:
Business Experience
During Past 5 Years,
Name Age and Other Information
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
** Member of Compensation and Stock Option Committee.
*** Member of Executive Committee.
<PAGE>12
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 & Vaughn 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.
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. Donahue and Ablove.
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
<PAGE>13
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.
<PAGE>14
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
Name and Address of of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class
<S> <C> <C> <C>
Class A Common Stock William R. Berkley* . . . . . . . . . . . . . . . 8,060,416 53.1
c/o GEV Corporation
3 Greenwich Office Park
Greenwich, CT 06831
* Mr. Berkley's holdings represent 52.1% of the voting power of the
Company's outstanding capital stock as of March 2, 1995.
<PAGE>15
Chemical Bank, Barnett Bank of South Florida, N.A. 3,077,419 100.0
and The Chase Manhattan Bank* . . . . . . . . . .
Class B Common Stock c/o Chemical Bank
Special Loan Group
270 Park Avenue
48th Floor
New York, NY 10017
</TABLE>
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
Name of of Beneficial Percent
Title of Class Beneficial Owner Ownership of Class(1)
<S> <C> <C> <C>
Class A Common Stock Philip J. Ablove . . . . . . . . . . . 28,666 *
William R. Berkley(2) . . . . . . . . . 8,060,416 53.1
Andrew M. Bursky . . . . . . . . . . . 689,500 4.5
* 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.
<PAGE>16
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.
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
<PAGE>17
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.
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
<PAGE>18
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>
Name and Principal Position Annual Compensation
<S> <C> <C> <C>
Year Salary Other Annual Compensation
William R. Berkley . . . . . . . . . . . 1994 $ 0 $6,000(2)
Chairman of the Board
1993 2,000* 4,000**
1992 8,000***
Nelson A. Barber . . . . . . . . . . . . 1994 $ 0
Vice President-
Chief Financial Officer and
Treasurer****
1993 83,333*****
1992 100,000
</TABLE>
* Director's meeting fees.
** 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.
*** Director's compensation only, which includes an annual retainer and
meeting fees.
**** 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.
***** Mr. Barber was only compensated through October 31, 1993.
<PAGE>19
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, Age
with the Company and Other Information
<S> <C>
Catherine B. James Ms. James has been a Managing Director of Interlaken Capital, Inc. since January
President 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 1993. He has served
Vice President - as Vice President, General Counsel and Secretary of Interlaken Capital, Inc.
General Counsel since September 1988. For the six years prior to September 1988, Mr. Mahone was
and Secretary 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 Capital, Inc. since
Vice President 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>
<PAGE>20
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, Age
Name 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>
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
The graph set forth below compares the cumulative total shareholder
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
<PAGE>21
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.
<PAGE>22
[GRAPH APPEARS HERE. RESTATED BELOW IN TABULAR FORM.]
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG GEV CORPORATION, S&P 500 INDEX AND PEER GROUP INDEX
<TABLE> <CAPTION>
S&P Peer
Measurement period GEV 500 Group
(Fiscal year Covered) Corporation Index Index
<S> <C> <C> <C>
Measurement PT - 12/89 $ 100 $ 100 $ 100
FYE 12/90 $ 17.14 $ 96.90 $ 101.03
FYE 12/91 $ 2.50 $ 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>
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
<PAGE>23
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, 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.
<PAGE>24
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 $____ 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
<PAGE>25
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.
<PAGE>26
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
<PAGE>27
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 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 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 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,
<PAGE>28
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
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.
Federal Income Tax Consequences
<PAGE>29
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.
<PAGE>30
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.
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
<PAGE>31
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.
<PAGE>32
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 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
<PAGE>33
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
$[______] per share.
<PAGE>34
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
<PAGE>35
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.
<PAGE>36
The Board of Directors recommends a vote "FOR" the approval of the Plan.
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 as 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
these options may also be elected executive officers of the Company following
the consummation of the Pioneer Acquisition, although the Company has not yet
determined 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 5% or more of the aggregate options to be 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 expect 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
<PAGE>37
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
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 3 weeks late and Mr. Bursky's initial
report of ownership was reported 1 week late.
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.
<PAGE>38
By Order of the Board of Directors,
WILLIAM R. BERKLEY
Chairman of the Board
<PAGE>39
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 ( ) 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
<PAGE>40
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
( ) 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 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
<PAGE>41
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."
<PAGE>42
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>43
____________ [X] Please mark
COMMON your votes
like this
(1) To elect two Directors to FOR each WITHHOLD
hold office for a term of nominee AUTHORITY
three years until the listed to vote for
Annual Meeting of Stock- (except as each nominee
holders in 1998 and until indicated listed
their successors are duly to the
chosen: contrary)
Donald J. Donahue and
Jack H. Nusbaum
INSTRUCTION: To withhold
authority to vote for any
individual nominee, write
such nominee's name in
the space provided below: [ ] [ ]
___________________________
(2) To approve an amendment FOR AGAINST ABSTAIN
to the Company's Third
Restated Certificate of
Incorporation (the
"Certificate of In-
Corporation") 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 FOR AGAINST ABSTAIN
to the Company's Cer-
tificate of Incorporation
to change the name of the
Company from GEV
Corporation to Pioneer
Companies, Inc. [ ] [ ] [ ]
(4) To approve the 1995 FOR AGAINST ABSTAIN
Stock Incentive Plan.
[ ] [ ] [ ]
<PAGE>44
(5) To ratify the appointment FOR AGAINST ABSTAIN
of Deloitte & Touche LLP
as independent certified
public accountants for the
Company for the fiscal year
ending December 31, 1995. [ ] [ ] [ ]
(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.
