-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ij0B6wPW3Gz6aILc/etw0L+LC0wKwy3pPS5+4CGbGioG9CC/0ai/gcOq2XXr1LtC sZuZzyXLHoyiLiP56c8pAw== 0000919574-03-001358.txt : 20030724 0000919574-03-001358.hdr.sgml : 20030724 20030707172831 ACCESSION NUMBER: 0000919574-03-001358 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030707 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER COMPANIES INC CENTRAL INDEX KEY: 0000830141 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 061215192 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-40125 FILM NUMBER: 03777499 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA STREET 2: STE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132253831 MAIL ADDRESS: STREET 1: 700 LOUISIANA STREET 2: STE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: GEV CORP DATE OF NAME CHANGE: 19930902 FORMER COMPANY: FORMER CONFORMED NAME: FINEVEST FOODS INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BENNETT JAMES D CENTRAL INDEX KEY: 0001027829 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O BENNETT MANAGEMENT CORP STREET 2: 2 STAMFORD PLZ STE 1501 261 TRESSER BLVD CITY: STAMFORD STATE: CT ZIP: 06901 BUSINESS PHONE: 2033533101 MAIL ADDRESS: STREET 1: C/O BENNETT MANAGEMENT CORP STREET 2: 2 STAMFORD PLZ STE 1501 261 TRESSER BLVD CITY: STAMFORD STATE: CT ZIP: 06901 SC 13D 1 d415122_13-d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. __________ )(1) Pioneer Companies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.01 Par Value Per Share - -------------------------------------------------------------------------------- (Title of Class of Securities) 723643300 - -------------------------------------------------------------------------------- (CUSIP Number) James D. Bennett c/o Bennett Management Corporation 2 Stamford Plaza Suite 1501 281 Tresser Boulevard Stamford, Connecticut 06901 (203) 353-3101 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 27, 2003 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 723643300 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James D. Bennett 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC, AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 2,197,256 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 2,197,256 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,197,256 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.97% 14. TYPE OF REPORTING PERSON* IN, HC *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 723643300 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bennett Restructuring Fund, L.P. - 13-3526877 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC, AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware, USA NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 996,984 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 996,984 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 996,984 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.97% 14. TYPE OF REPORTING PERSON* PN CUSIP No. 723643300 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Bennett Offshore Restructuring Fund, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [X] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC, AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 649,644 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 649,644 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 649,644 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.49% 14. TYPE OF REPORTING PERSON* CO CUSIP No. 723643300 --------------------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. The name of the issuer is Pioneer Companies, Inc. (the "Issuer"). The address of the Issuer's offices is 700 Louisiana Street, Suite 4300, Houston, Texas 77002. This schedule 13D relates to the Issuer's Common Stock, $0.01 Par Value Per Share (the "Shares"). - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a)-(c), (f) This Schedule 13D is being filed by James D. Bennett, a United States citizen, Bennett Restructuring Fund, L.P., a Delaware limited partnership ("BRF") and Bennett Offshore Restructuring Fund, Inc., a Cayman Islands exempted company ("BORF") (collectively, the "Reporting Persons"). The principal business address of Mr. Bennett and BRF is 2 Stamford Plaza, Suite 1501, 281 Tresser Blvd. Stamford, Connecticut 06901. The principal business address of BORF is P.O. Box 2003 GT, Grand Pavilion Commercial Centre, Bougainvillea Way, 802 West Bay Road, Grand Cayman, British West Indies. Mr. Bennett is the President and a director of Bennett Capital Corporation ("BCC"), a Delaware corporation, which is an investment advisory and management firm. BCC is the general partner of Restructuring Capital Associates, L.P. ("RCA"), a Delaware limited partnership, which is also an investment advisory and management firm. RCA is the general partner of BRF and Bennett Restructuring Fund II, L.P. ("BRF II"), both of which are Delaware limited partnerships. Mr. Bennett also serves as a director of BORF. BRF, BRF II, and BORF each are private investment fund companies. Bennett Management Corporation ("BMC") provides research and investment advisory services to BRF and BRF II pursuant to an agreement with each of these investment fund companies. Bennett Offshore Investment Corporation ("BOIC") provides research and investment advisory services to BORF pursuant to an agreement with BORF. Mr. Bennett is the President and a director of each of BMC and of BOIC. Barclays Global Investors Distressed Specialist Fund I ("BGID") is a unit trust organized under the laws of Ireland. Barclays Global Investors Limited ("BGI"), a limited company organized under the laws of England and Wales, is the manager of BGID. BGI appointed RCA as a sub-advisor to BGID. RCA provides investment advisory and management services to BGID pursuant to an agreement between RCA and BGID. (d) Neither Mr. Bennett, nor any of the entities mentioned in (a)-(c), (f) above has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Neither Mr. Bennett, nor any of the entities mentioned in (a)-(c) , (f) above has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof, Mr. Bennett may be deemed to beneficially own 2,197,256 Shares. The Shares are held by: 1. BRF (996,984 shares, 9.96%) 2. BRF II (412,564 shares, 4.12%) 3. BORF(649,644 shares, 6.49%) and 4. BGID (138,064 shares, 1.38%) (together, the "Investment Funds"). The funds for the purchase of the Shares by the Investment Funds came from the Investment Funds' respective funds. The total cost for the Shares held by the Investment Funds is $5,458,015.01. No borrowed funds were used to purchase the Shares, other than any borrowed funds used for working capital purposes in the ordinary course of business. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. (a-j) The Shares held by the Reporting Persons were acquired for, and are being held for, investment purposes on the Investment Funds' and the Reporting Persons' behalf. The acquisitions of the Shares were made in the ordinary course of the Reporting Persons' business or investment activities, as the case may be. This filing is being made to report the fact that James D. Bennett is now deemed to beneficially own greater than 20% of the outstanding Shares of the Issuer. In an effort to protect their investment and the investments made on behalf of the investors in Investment Funds, as well as to maximize shareholder value, the Reporting Persons may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open market or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares, depending on business and market conditions, its continuing evaluation of the business and prospects of the Issuer and other factors. Although it has no concrete plans to do so, the Reporting Persons may also engage in and may plan for their engagement in: (1) the acquisition of additional Shares of the Issuer, or the disposition of Shares of the Issuer; (2) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (3) a sale or transfer of a material amount of assets of the Issuer; (4) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (5) any material change in the present capitalization or dividend policy of the Issuer; (6) any other material change in the Issuer's business or corporate structure; (7) changes in the Issuer's charter, by-laws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (8) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted on an inter-dealer quotation system of a registered national securities association; (9) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; and/or (10) any action similar to those enumerated above. Any future decisions of the Reporting Persons to take any such actions with respect to the Issuer or its securities will take into account various factors, including the prospects of the Issuer, general market and economic conditions and other factors deemed relevant. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a-e) As of the date hereof, Mr. Bennett, BRF and BORF may be deemed to be the beneficial owner of 2,197,256 Shares, 996,984 Shares and 649,644 Shares, respectively, constituting 21.97%, 9.96% and 6.49% of the Shares of the Issuer, respectively, based upon the 10,003,000 Shares outstanding as of April 30, 2003, according to the Issuer's most recently filed Form 10-Q. Mr. Bennett has the shared power to vote or direct the vote of and dispose or direct the disposition of 2,197,256 Shares to which this filing relates. BRF has the shared power to vote or direct the vote of and dispose or direct the disposition of 996,984 Shares to which this filing relates. BORF has the shared power to vote or direct the vote of and dispose or direct the disposition of 649,644 Shares to which this filing relates. The Reporting Persons specifically disclaims beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein. The trading dates, number of shares purchased and sold and price per share for all transactions in the Shares during the past 60 days by Mr. Bennett through his position, in BRF, BRF II BORF and BGID on behalf of the Investment Funds are set forth in Exhibit A and were all effected in broker transactions. The 2,197,256 Shares were acquired for investment purposes. The Reporting Persons and/or the Reporting Persons on behalf of the Investment Funds may acquire additional Shares, dispose of all or some of these Shares from time to time, in each case in open markets or private transactions, block sales or purchases or otherwise, or may continue to hold the Shares. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Reporting Persons does not have any contract, arrangement, understanding or relationship with any person with respect to the Shares. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. A description of the transactions in the Shares that were effected by the Reporting Persons during the 60 days prior to June 27, 2003 is filed herewith as Exhibit A. A Joint Filing Agreement on behalf of the Reporting Persons is filed herewith as Exhibit B - -------------------------------------------------------------------------------- SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. July 7, 2003 ---------------------------------------- (Date) James D. Bennett /s/ James D. Bennett** ---------------------------------------- (Signature) James D. Bennett ---------------------------------------- (Name/Title) Bennett Restructuring Fund, L.P. By: Restructuring Capital Associates, L.P. General Partner By: Bennett Capital Corporation General Partner /s/ James D. Bennett** ---------------------------------------- (Signature) James D. Bennett, President ---------------------------------------- (Name/Title) Bennett OFFSHORE Restructuring Fund, INC. /s/ James D. Bennett** ---------------------------------------- (Signature) James D. Bennett, Director ---------------------------------------- (Name/Title) ** The Reporting Persons disclaims beneficial ownership except to the extent of their pecuniary interest therein. Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A Transactions in the Shares - James D. Bennett Date of Number of Shares Price Per Transaction Purchased/(SOLD) Share 6/27/2003 130,000 $3.70 6/30/2003 140,000 $3.70 6/30/2003 15,000 $3.65 6/30/2003 25,000 $3.68 Exhibit B JOINT FILING AGREEMENT The undersigned agree that this schedule 13D dated July 7, 2003, relating to the Common Stock of Pioneer Companies, Inc. shall be filed on behalf of the undersigned. James D. Bennett /s/ James D. Bennett ---------------------------------------- (Signature) James D. Bennett ---------------------------------------- (Name/Title) Bennett Restructuring Fund, L.P. By: Restructuring Capital Associates, L.P. General Partner By: Bennett Capital Corporation General Partner /s/ James D. Bennett ---------------------------------------- (Signature) James D. Bennett, President ---------------------------------------- (Name/Title) Bennett OFFSHORE Restructuring Fund, INC. /s/ James D. Bennett ---------------------------------------- (Signature) James D. Bennett, Director ---------------------------------------- (Name/Title) 75252.0000 #415122 -----END PRIVACY-ENHANCED MESSAGE-----