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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 20, 1997
PIONEER COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9859 06-1215192
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(State or other jurisdiction of (Commission (IRS Employer
incorporation) File No.) Identification No.)
4200 NationsBank Center
700 Louisiana, Houston, Texas 77002 77002
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 713-225-3831
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 5. Other Events.
On May 20, 1997, the Registrant issued a press release announcing that
its wholly-owned subsidiary, Pioneer Americas Acquisition Corp. ("PAAC"), had
commenced a cash tender offer to purchase all of the $135,000,000 in principal
amount of outstanding 13-3/8% First Mortgage Notes due 2005 and a related
consent solicitation to eliminate certain restrictive covenants and other
provisions of the Indenture pursuant to which the Notes were issued. On May 29,
1997, the Registrant issued a press release announcing that PAAC had increased
the purchase price for the tender offer.
ITEM 7. Financial Statements and Exhibits.
The following exhibits are filed with this report:
Exhibit No. Description
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99(a) Press Release issued by Pioneer Companies, Inc. on
May 20, 1997.
99(b) Press Release issued by Pioneer Companies, Inc. on
May 29, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
PIONEER COMPANIES, INC.
May 29, 1997 By: /s/ PHILIP A. ABLOVE
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Philip A. Ablove
Vice President and
Chief Financial Officer
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PRESS RELEASE
For Immediate Release Pioneer Contact: Philip J. Ablove
Pioneer Companies, Inc.
(713) 225-3831
PIONEER COMPANIES, INC. SUBSIDIARY COMMENCES TENDER OFFER
FOR ITS 13 3/8% FIRST MORTGAGE NOTES DUE 2005
Houston, TX (May 20, 1997). -- Pioneer Companies, Inc. announced today
that its wholly owned subsidiary, Pioneer Americas Acquisition Corp., on May 19,
1997 commenced a cash tender offer to purchase all of its outstanding 13 3/8%
First Mortgage Notes due 2005 and a related consent solicitation to eliminate
certain restrictive covenants and other provisions of the Indenture pursuant to
which the Notes were issued.
The purchase price for each $1,000 principal amount of Notes validly
tendered will be an amount equal to (i) the present value of the Notes on the
date the Notes are accepted for payment determined on the basis of a yield to
April 1, 2000 (which is the earliest date on which the Notes may be redeemed)
equal to the sum of (x) the Treasury Note Yield as displayed on the Bloomberg
Corporate Yield to Call Analysis for the Notes at 5:00 p.m., New York City time,
on June 9, 1997 (as such date may be extended) plus (y) 150 basis points (such
price being rounded to the nearest cent), plus (ii) accrued and unpaid interest,
if any, to but not including, the date the Notes are accepted for payment, minus
(iii) $30 per $1,000 of principal amount of Notes tendered, which is equal to
the consent payment described below. Based on the Treasury Note Yield as
displayed on the Bloomberg Corporate Yield to Call Analysis for the Notes at
5:00 p.m., New York City time, on May 16, 1997 and assuming this to be the yield
on June 9, 1997 and assuming the date on which the notes are accepted for
payment to be June 17, 1997, tendering holders would receive a purchase price of
$1,188.10 (including accrued and unpaid interest of $28.98).
In addition to the purchase price, holders who deliver a consent to the
proposed amendments to the Indenture prior to the consent solicitation
expiration time and do not validly revoke such consent prior to such time will
receive a cash consent payment equal to 3% of the principal amount ($30 per
$1,000 principal amount) of the Notes for which consents are validly delivered
and not validly revoked.
If the conditions to the offer are satisfied, holders who validly
tender their Notes and deliver their consents prior to the consent solicitation
expiration time will receive the purchase price and the consent payment for
their Notes, and holders who tender their Notes after the consent solicitation
expiration time but prior to the tender offer expiration time will receive only
the purchase price for their Notes. Holders may not deliver consents without
tendering their Notes.
The tender offer will expire at 12:00 midnight, New York City time, on
June 16, 1997, unless extended or terminated. The consent solicitation will
expire at 5:00 p.m., New York City time, on June 2, 1997, unless extended or
terminated. Tenders of Notes may be validly withdrawn and consents may be
validly revoked at any time prior to the consent solicitation expiration time.
The tender offer and consent solicitation are in connection with
Pioneer's proposed acquisition of the Tacoma chlor-alkali plant of Occidental
Chemical Corporation and are subject to the satisfaction or waiver of certain
conditions, including the consummation of the acquisition.
Donaldson, Lufkin & Jenrette Securities Corporation is acting as dealer
manager in connection with the tender offer and consent solicitation. The full
terms and conditions of the tender offer and consent solicitation are set forth
in an Offer to Purchase and Consent Solicitation Statement and the related
Consent and Letter of Transmittal. Notes may be tendered and consents delivered
only in accordance with the terms, conditions and instructions set forth in such
documents.
For more information or to receive a copy of the tender offer
documents, contact Joe Muratore of Donaldson, Lufkin & Jenrette Securities
Corporation at (212) 892-4753 or fax a request for material to him at (212)
892-4057.
The Company also announced that Pioneer Americas Acquisition Corp.
plans to offer new senior secured notes, or other debt securities, in one or
more private transactions. The net proceeds will be used to finance the
acquisition of the Tacoma chlor-alkali plant and to purchase First Mortgage
Notes in the tender offer. The new securities will not be registered under the
Securities Act and may not be offered or sold in the United States absent
registration thereunder or an applicable exemption from the registration
requirements thereof.
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PRESS RELEASE
For Immediate Release Pioneer Contact: Philip J. Ablove
Pioneer Companies, Inc.
(713) 225-3831
PIONEER COMPANIES, INC. ANNOUNCES AMENDMENT TO TENDER OFFER
Houston, TX (May 29, 1997). -- Pioneer Companies, Inc. announced today
that its wholly owned subsidiary, Pioneer Americas Acquisition Corp., has
increased the purchase price (but not the consent fee) of its tender offer for
its outstanding 13 3/8% First Mortgage Notes due 2005.
Pioneer Americas Acquisition Corp. said that it had amended the
purchase price for the tender offer to a fixed price of 119.5% of principal
amount, resulting in an aggregate purchase price of $1,223.98 (including accrued
and unpaid interest of $28.98, assuming a payment date of June 19, 1997). The
aggregate purchase price includes a $30 consent fee as described below.
Holders who deliver a consent to the proposed amendments to the
indenture prior to the consent solicitation expiration time and do not validly
revoke such consent prior to such time will receive a cash consent payment equal
to 3% of the principal amount ($30 per $1,000 principal amount) of the Notes for
which consents are validly delivered and not validly revoked.
Except for the increase in the purchase price, the terms of the tender
offer remain in effect as set forth in the Offer to Purchase and Consent
Solicitation dated May 19, 1997.
Pioneer Americas Acquisition Corp. commenced the tender offer and
concurrent consent solicitation on May 19, 1997.
Holders who have previously validly tendered their Notes and whose
Notes are accepted for payment pursuant to the tender offer will receive the
increased purchase price.
The tender offer will expire at 12:00 midnight, New York City time, on
June 16, 1997, unless extended or terminated. The Consent Solicitation will
expire at 5:00 p.m., New York City time, on June 2, 1997, unless terminated or
extended.
For more information or to receive a copy of the tender offer
documents, contact Joe Muratore of Donaldson, Lufkin & Jenrette Securities
Corporation at (212) 892-4753 or fax a request for material to him at (212)
892-4057.
