-----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, Rjn63G7iWdy28yVYC2xfSIAR+oUExptkveuWdxXEJX07T6oKK8auGDjE448+Ehtf fQnsUP94lUFV1J8J1M9yKg== 0000950129-97-003312.txt : 19970815 0000950129-97-003312.hdr.sgml : 19970815 ACCESSION NUMBER: 0000950129-97-003312 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970630 FILED AS OF DATE: 19970814 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER AMERICAS ACQUISITION CORP CENTRAL INDEX KEY: 0000944649 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 061420850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 033-91702 FILM NUMBER: 97660643 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA ST STREET 2: STE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 MAIL ADDRESS: STREET 1: 700 LOUISIANA ST STREET 2: SUITE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 10-Q 1 PIONEER AMERICAS ACQUISITION CORP. - 6/30/97 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (MARK ONE) [x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1997 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ______________ TO_____________ COMMISSION FILE NUMBER 33-98828 PIONEER AMERICAS ACQUISITION CORP. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 06-1420850 (STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.) 4200 NATIONSBANK CENTER, 700 LOUISIANA STREET, HOUSTON, TEXAS 77002 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) (713) 225-3831 (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ] On August 1, 1997, there were outstanding 1,000 shares of the Registrant's Common Stock, $.01 par value. All of such shares are owned by Pioneer Companies, Inc. The Registrant meets the conditions set forth in General Instruction (H)(1)(a) and (b) of Form 10-Q, and is therefore filing this form with the reduced disclosure format permitted by General Instruction (H)(2) of Form 10-Q. 2 TABLE OF CONTENTS PART I--FINANCIAL INFORMATION
Page ---- Item 1. Consolidated Financial Statements Consolidated Balance Sheets--June 30, 1997 and December 31, 1996 3 Consolidated Statements of Operations--Three Months Ended June 30, 1997 and 1996 4 and Six Months Ended June 30, 1997 and 1996 Consolidated Statements of Cash Flows--Six Months Ended June 30, 1997 and 1996 5 Notes to Consolidated Financial Statements 6 PART II--OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K 11
3 PART I --FINANCIAL INFORMATION PIONEER AMERICAS ACQUISITION CORP. CONSOLIDATED BALANCE SHEETS (IN THOUSANDS)
JUNE 30, DECEMBER 31, 1997 1996 ---------- ------------ ASSETS Current assets: Cash and cash equivalents $ 34,676 $ 14,417 Accounts receivable, less allowance for doubtful accounts of $1,411 at June 30, 1997 and $1,311 at December 31, 1996 23,798 18,830 Due from parent 685 2,547 Inventories 14,645 6,247 Prepaid expenses 349 1,156 ---------- ---------- Total current assets 74,153 43,197 Property, plant and equipment: Land 4,885 3,735 Buildings and improvements 26,488 17,062 Machinery and equipment 134,154 71,704 Cylinders and tanks 4,541 4,540 Construction in progress 22,471 11,871 --------- --------- 192,539 108,912 Less accumulated depreciation (21,924) (16,429) --------- --------- 170,615 92,483 Investment in and advances to unconsolidated subsidiary 29,395 28,586 Other assets, net of accumulated amortization of $1,809 at June 30, 1997 and $2,458 at December 31, 1996 39,836 19,621 Excess cost over fair value of net assets acquired, net of accumulated amortization of $10,009 at June 30, 1997 and $7,556 at December 31, 1996 125,080 107,123 --------- --------- Total assets $ 439,079 $ 291,010 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 16,718 $ 17,221 Accrued liabilities 15,451 19,276 Returnable deposits 3,415 3,238 Current portion of long-term debt 1,163 128 --------- --------- Total current liabilities 36,747 39,863 Long-term debt 305,620 141,629 Returnable deposits 3,272 3,272 Accrued pension and other employee benefits 17,992 14,100 Other long-term liabilities 18,081 17,823 Commitments and contingencies Stockholder's equity: Common stock, $.01 par value, authorized 1,000 shares, issued and outstanding 1,000 shares 1 1 Additional paid-in capital 66,624 61,124 Retained earnings (deficit) (9,258) 13,198 ---------- --------- Total stockholders' equity 57,367 74,323 --------- --------- Total liabilities and stockholders' equity $ 439,079 $ 291,010 ========= =========
See notes to consolidated financial statements. 3 4 PIONEER AMERICAS ACQUISITION CORP. CONSOLIDATED STATEMENTS OF OPERATIONS (IN THOUSANDS)
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, --------------------------- ---------------------------- 1997 1996 1997 1996 ---------- ---------- ---------- ---------- Revenues $ 46,088 $ 47,671 $ 84,831 $ 91,963 Cost of sales 36,656 33,546 65,659 64,343 ---------- ---------- ---------- ---------- Gross profit 9,432 14,125 19,172 27,620 Selling, general and administrative expense 6,111 6,285 12,281 12,375 ---------- ---------- ---------- ---------- Operating income 3,321 7,840 6,891 15,245 Equity in net loss of unconsolidated subsidiary (719) (112) (1,774) (223) Interest expense, net 4,980 4,405 9,438 8,349 Other income, net 206 15 437 104 ---------- ---------- ---------- ---------- Income (loss) before taxes and extraordinary item (2,172) 3,338 (3,884) 6,777 Income tax provision (benefit) (489) 1,859 (311) 3,887 ---------- ---------- ---------- ---------- Income (loss) before extraordinary item (1,683) 1,479 (3,573) 2,890 Extraordinary loss from early extinguishment of debt (net of income tax benefit of $12,439) 18,658 -- 18,658 -- ---------- ---------- ---------- ---------- Net income (loss) $ (20,341) $ 1,479 $ (22,231) $ 2,890 ========== ========== ========== ==========
See notes to consolidated financial statements. 4 5 PIONEER AMERICAS ACQUISITION CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, ---------------------------------- 1997 1996 -------------- ------------- Operating activities: Net income (loss) $ (22,231) $ 2,890 Adjustments to reconcile net income (loss) to net cash provided by operating activities: Extraordinary item (net of tax) 18,658 -- Depreciation and amortization 8,553 8,284 Equity in net loss of unconsolidated subsidiaries 1,774 223 Net change in deferred taxes (851) 1,425 Net effect of changes in operating assets and liabilities (net of acquisitions) (Note 2) (7,078) (5,174) ---------- ---------- Net cash flows from (used in) operating activities (1,175) 7,648 ---------- ---------- Investing activities: Acquisition of businesses (97,000) -- Investment in and advances to unconsolidated subsidiary (809) (2,208) Capital expenditures (5,278) (8,505) ---------- ---------- Net cash flows used in investing activities (103,087) (10,713) ---------- ---------- Financing activities: Payments on long-term debt (162,092) -- Proceeds from long-term debt 300,000 -- Debt issuance and related costs (13,387) -- ---------- ---------- Net cash flows from financing activities 124,521 -- ---------- ---------- Net increase (decrease) in cash 20,259 (3,065) ---------- ---------- Cash acquired in purchase -- 505 Cash at beginning of period 14,417 11,218 ---------- ---------- Cash at end of period $ 34,676 $ 8,658 ========== ==========
See notes to consolidated financial statements. 5 6 PIONEER AMERICAS ACQUISITION CORP., INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. ORGANIZATION AND BASIS OF PRESENTATION The consolidated balance sheet as of June 30, 1997 and the statements of operations and cash flows for all periods presented are unaudited and reflect all adjustments, consisting of normal recurring items, which management considers necessary for a fair presentation. Operating results for the first six months of 1997 are not necessarily indicative of results to be expected for the year ending December 31, 1997. The consolidated financial statements include the accounts of Pioneer Americas Acquisition Corp. and its consolidated subsidiaries (collectively referred to as the "Company"). All significant intercompany balances and transactions have been eliminated in consolidation. All dollar amounts in the tabulations in the notes to the financial statements are stated in thousands of dollars unless otherwise indicated. The consolidated balance sheet at December 31, 1996 is derived from the December 31, 1996 audited consolidated financial statements, but does not include all disclosures required by generally accepted accounting principles, since certain information and disclosures normally included in the notes to the financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission. The accompanying unaudited financial statements should be read in conjunction with the financial statements contained in the Annual Report on Form 10-K for the year ended December 31, 1996. ACCOUNTING CHANGES In June 1997, the Financial Accounting Standards Board issued Statement No. 130, "Reporting Comprehensive Income," (SFAS No. 130) and Statement No. 131, "Disclosures About Segments of an Enterprise and Related Information," (SFAS No. 131). SFAS No. 130 and SFAS No. 131 are effective for fiscal years beginning after December 15, 1997. SFAS No. 130 establishes standards for reporting and displaying of comprehensive income and its components. SFAS No. 131 establishes standards for the way that public business enterprises report information about operating segments in interim and annual financial statements. These two statements have no effect on the Company's 1997 financial statements, but management is currently evaluating what, if any, additional disclosures may be required when these two statements are adopted for periods beginning with the first quarter of the year ending December 31, 1998. ACQUISITION On June 17, 1997, Pioneer Companies, Inc. ("PCI") and the Company consummated the acquisition of a chlor-alkali production facility and related business located in Tacoma, Washington (the "Tacoma Acquisition") from OCC Tacoma, Inc. ("OCC Tacoma"), a subsidiary of Occidental Chemical Corporation. Pursuant to the Asset Purchase Agreement dated as of May 14, 1997, a subsidiary of the Company acquired substantially all of the assets and properties used by OCC Tacoma in the chlor-alkali business at Tacoma, Washington. The purchase price consisted of (i) $97,000, payable in cash; (ii) 55,000 shares of Convertible Redeemable Preferred Stock, par value $.01 per share, of PCI, having a liquidation preference of $100 per share, and (iii) the assumption of certain obligations related to the acquired chlor-alkali business. Concurrent with the closing of the Tacoma Acquisition on June 17, 1997, a subsidiary of the Company, Pioneer Americas Acquisition Corp. ("PAAC") consummated a series of related transactions (the "Refinancings") comprised of (i) a cash tender offer (the "Tender Offer") to purchase all of PAAC's existing 13 3/8% First Mortgage Notes due 2005 (the "First Mortgage Notes") at 120% of their principal amount, (ii) the issuance and sale of $200 million of 9 1/4% Series A Senior Secured Notes due 2007 (the "Initial Offering"), and the related solicitation of consents (the "Consent Solicitation") and (iii) borrowings of $100.0 million in term loans under a new term loan facility (the "Term Facility"). The proceeds of $300 million from these transactions were used to complete the tender offer, effect the Tacoma acquisition, and pay related expenses. Funds not so used were added to working capital. On May 19, 1997, PAAC commenced the Tender Offer for all of its existing First Mortgage Notes and the related Consent Solicitation from holders of the First Mortgage Notes to delete or modify certain covenants and other provisions governing the First Mortgage Notes. On June 17, 1997, all outstanding First Mortgage Notes were repurchased in the Tender Offer. On June 17, 1997, PAAC also entered into a $35.0 million revolving loan (subject to borrowing base limitations that relate to the level of accounts receivable and inventory) and letter of credit facility (the "Revolving Facility"). 6 7 The Revolving Facility provides for revolving loans (the "Revolving Loans") in an aggregate principal amount up to $35.0 million, of which up to $10.0 million will be available for the issuance of letters of credit. PAAC did not incur Revolving Loans at closing in connection with the Refinancings and the Tacoma Acquisition but had $2.8 million in letters of credit outstanding at such time under the Revolving Facility. PRO FORMA FINANCIAL DATA The following pro forma financial data presents the consolidated financial results of operations as if the Tacoma Acquisition had occurred at the beginning of the period presented and does not purport to be indicative of either future results of operations or results that would have occurred had the Tacoma Acquisition actually been made as of such date. PRO FORMA COMBINED SUMMARY FINANCIAL DATA (IN THOUSANDS)
SIX MONTHS ENDED JUNE 30, --------------------------- 1997 1996 ---- ---- Revenues $ 121,852 $ 131,627 Income (loss) before extraordinary item (1,682) 7,505 Extraordinary loss, early extinguishment of debt (net of income tax benefit of $12,439) 18,658 -- --------- ----------- Net income (loss) $ (20,340) $ 7,505 ========= ===========
Earnings per share has not been presented as the Company is a wholly-owned subsidiary of PCI and per share data would not provide any additional useful information. 7 8 2. SUPPLEMENTAL CASH FLOW INFORMATION Net effect of changes in operating assets and liabilities (net of acquisitions) are as follows:
SIX MONTHS ENDED JUNE 30, --------------------------- 1997 1996 ---------- ---------- Accounts receivable $ (4,577) $ (2,132) Due from parent 1,862 (1,875) Inventories (1,177) 4,100 Prepaid expenses 815 1,335 Other assets (108) (2,942) Accounts payable (503) (4,604) Accrued liabilities (3,825) 278 Returnable deposits 177 133 Other long-term liabilities 258 533 ---------- ---------- Net change in operating accounts $ (7,078) $ (5,174) ========== ========== Following is supplemental cash flow information: SIX MONTHS ENDED JUNE 30, ----------------------------- 1997 1996 ----------- ---------- Cash payments for: Interest $ 4,373 $ 9,201 Income taxes 543 3,048 Acquisition of OCC Tacoma facility: Cash paid for acquisition $ 97,000 Equity contribution by parent 5,500 Liabilities assumed 2,955 ---------- Fair value of assets acquired $ 105,455 ========== Acquisition of KWT, Inc. during the period: Cash paid for acquisition $ 1,572 Long-term debt issued 8,017 Liabilities assumed 2,167 ---------- Fair value of assets acquired $ 11,756 ==========
Other non-cash items included in the consolidated financial statements include an increase in stockholder's equity of $1,400 for the six months ended June 30, 1996 due to the recognition of the net operating loss carryforward. 8 9 3. INVENTORIES Inventories consist of the following:
JUNE 30, DECEMBER 31, 1997 1996 ----------- ------------- Raw materials, supplies and parts $ 12,930 $ 7,512 Finished goods and work-in-process 5,480 2,668 Inventories under exchange agreements (3,765) (3,933) ------------ ------------- $ 14,645 $ 6,247 ============ =============
4. COMMITMENTS AND CONTINGENCIES The Company is subject to various legal proceedings and potential claims arising in the ordinary course of its business. In the opinion of management, the Company has adequate legal defenses and/or insurance coverage with respect to these matters and management does not believe that they will materially affect the Company's operations or financial position. 5. RESULTS OF OPERATIONS
THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, ---------------------------- --------------------------- 1997 1996 1997 1996 ----------- ----------- ---------- ---------- Revenues $ 46,088 $ 47,671 $ 84,831 $ 91,963 Cost of sales 36,656 33,546 65,659 64,343 ---------- ----------- ---------- --------- Gross profit 9,432 14,125 19,172 27,620 Selling, general and administrative expense 6,111 6,285 12,281 12,375 ---------- ----------- ---------- --------- Operating income 3,321 7,840 6,891 15,245 Equity in net loss of unconsolidated subsidiary (719) (112) (1,774) (223) Interest expense, net 4,980 4,405 9,438 8,349 Other income, net 206 15 437 104 ---------- ----------- ---------- --------- Income (loss) before taxes and extraordinary item (2,172) 3,338 (3,884) 6,777 Income tax provision (benefit) (489) 1,859 (311) 3,887 ----------- ----------- ----------- --------- Income (loss) before extraordinary item (1,683) 1,479 (3,573) 2,890 Extraordinary loss from early extinguishment of debt (net of income tax benefit of $12,439) 18,658 -- 18,658 -- ---------- ----------- ---------- --------- Net income (loss) $ (20,341) $ 1,479 $ (22,231) $ 2,890 ========== =========== ========== =========
SIX MONTHS ENDED JUNE 30, 1997 COMPARED TO SIX MONTHS ENDED JUNE 30, 1996 Revenues Revenues decreased by $7.1 million or approximately 8% to $84.8 million for the six months ended June 30, 1997. Revenues for Pioneer Chlor Alkali Company, Inc. ("PCAC") decreased $7.4 million or approximately 10% in the first six months of 1997 compared to the same period a year ago. Electrochemical unit ("ECU") prices decreased by approximately 4%, which reflects a $50 per ton decrease in caustic soda prices, partially offset by a $43 per ton increase in chlorine prices. In addition, caustic soda sales volume decreased 12% due to weather-related delays in Mississippi River barge shipments during the first quarter of 1997 and a reduction in exchange activity. Revenues for All-Pure Chemical Co. ("All-Pure") increased 6% or $2.7 million in the first six months of 1997 compared to the same period a year ago. This increase was due to the revenues associated with the acquisition of T.C. Products, Inc. which the Company acquired in the second quarter of 1996. The remaining decrease in revenues was attributable to the transfer of the business of a subsidiary of the Company to a joint venture with PCI that is accounted for on the equity method. Cost of Sales Cost of sales increased by $1.3 million or almost 2% to $65.7 million for the six months ended June 30, 1997. This increase was the result of the acquisition mentioned above, partially offset by lower cost of sales for caustic soda due to lower sales volumes and the transfer of the business of a subsidiary to a joint venture mentioned above. 9 10 Gross Profit Gross profit margin decreased from 30% during the first six months of 1996 to approximately 23% during the first six months of 1997. This decrease was a result of lower ECU prices described above along with somewhat higher ECU manufacturing costs. Selling, General and Administrative Expense Selling, general and administrative expense remained relatively unchanged between the first six months of 1996 and the first six months of 1997. Interest Expense Interest expense increased by approximately $1.1 million to $9.4 million in the first six months of 1997 from $8.3 million in the first half of 1996. This increase was a result of the acquisition mentioned above and the debt incurred for the refinancing of the Company's long-term debt and acquisition of OCC Tacoma's chlor-alkali facility. Income (Loss) Before Taxes and Extraordinary Item As a result of the above, income (loss) before income taxes and extraordinary item decreased $10.7 million to a loss of $3.9 million for the six months ended June 30, 1997 from income of $6.8 million for the six months ended June 30, 1996. Extraordinary Loss from Early Extinguishment of Debt During the second quarter of 1997, the Company recognized a $18.7 million extraordinary loss as a result of the early extinguishment of the 13 3/8% First Mortgage Notes. The extraordinary loss consisted primarily of the 20% premium paid on the face value of the notes and the write-off of debt placement fees related to the notes (net of tax benefit of $12.4 million). THREE MONTHS ENDED JUNE 30, 1997 COMPARED TO THREE MONTHS ENDED JUNE 30, 1996 Revenues Revenues decreased by $1.6 million or approximately 3% to $46.1 million for the three months ended June 30, 1997. Revenues for PCAC decreased $2.5 million or approximately 7% in the first three months of 1997 compared to the same period a year ago. ECU prices decreased by approximately 4%, which reflects a $58 per ton decrease in caustic soda prices, partially offset by a $48 per ton increase in chlorine prices. In addition, caustic soda sales volume declined because of a decrease in exchange activity. Revenues for All-Pure increased 11% or $1.5 million in the first three months of 1997 compared to the same period a year ago. This increase was due to the revenues associated with the acquisition of T.C. Products, Inc. which the Company acquired in the third quarter of 1996. Cost of Sales Cost of sales increased by $3.1 million or approximately 9% to $36.7 million for the three months ended June 30, 1997. This increase was the result of the acquisition mentioned above along with higher ECU manufacturing costs when compared to the same period a year ago. Gross Profit Gross profit margin decreased from 30% during the second quarter of 1996 to approximately 20% during the second quarter of 1997. This decrease was a result of lower ECU prices described above along with somewhat higher ECU manufacturing costs. Selling, General and Administrative Expense Selling, general and administrative expense decreased by $0.2 million or 3% to $6.1 million during the 1997 period. Interest Expense Interest expense increased by approximately $0.6 million to $5.0 million in the second quarter of 1997 from $4.4 million in the second quarter of 1996. This increase was a result of the acquisitions mentioned above and the debt incurred for the refinancing of the Company's long-term debt and the Tacoma Acquisition. Income (Loss) Before Taxes and Extraordinary Item As a result of the above, income (loss) before income taxes and extraordinary item decreased $5.5 million to a loss of $2.2 million for the three months ended June 30, 1997 from income of $3.3 million for the three months ended June 30, 1996. 10 11 Extraordinary Loss from Early Extinguishment of Debt During the second quarter of 1997, the Company recognized a $18.7 million extraordinary loss as a result of the early extinguishment of the 13 3/8% First Mortgage Notes. The extraordinary loss consisted primarily of the 20% premium paid on the face value of the notes and the write-off of debt placement fees related to the notes (net of tax benefit of $12.4 million). PART II - OTHER INFORMATION Item 6. Exhibits and Reports on Form 8-K (a) Exhibits
No. Description --- ----------- 2 Asset Purchase Agreement, dated as of May 14, 1997, by and between OCC Tacoma, Inc. and Pioneer Companies, Inc. (incorporated by reference to Exhibit 2 to the Company's Form 8-K dated June 17, 1997, and filed on July 1, 1997). 4.1 Indenture, dated as of June 17, 1997, by and among the Company, the Subsidiary Guarantors defined therein and United States Trust Company of New York, as Trustee, relating to $200,000,000 principal amount of 9 1/4% Series A Senior Notes due 2007, including form of Note and Guarantees (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)). 4.2(a) Deed of Trust, Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing Statement by Pioneer Chlor Alkali Company, Inc. ("PCAC") (Tacoma, Washington) (incorporated by reference to Exhibit 4.2(a) to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)). 4.2(b) Mortgage, Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing Statement by PCAC (St. Gabriel, Louisiana) (incorporated by reference to Exhibit 4.2(b) to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)). 4.2(c) Mortgage, Assignment of Leases and Rents, Security Agreement, Fixture Filing and Financing Statement by PCAC (Henderson, Nevada) (incorporated by reference to Exhibit 4.2(c) to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)). 4.3(a) Term Loan Agreement, dated as of June 17, 1997, among the Company, various financial institutions as Lenders, DLJ Capital Funding, inc., as the Syndication Agent, Salomon Brothers Holding Company Inc, as the Documentation Agent and Bank of America Illinois, as the Administrative Agent (the "Term Loan Agreement") (incorporated by reference to Exhibit 4.3(a) to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)). 4.3(b) Subsidiary Guaranty, dated June 17, 1997, executed by each of the Subsidiaries party thereto, as guarantor, respectively, in favor of the Lenders, guaranteeing the obligations of one another under the Term Loan Agreement (incorporated by reference to Exhibit 4.3(b) to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)). 4.4 Security Agreement, dated as of June 17, 1997, among PCAC and United States Trust Company of New York, as Collateral Agent (incorporated by reference to Exhibit 4.4 to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)). 4.5 Stock Pledge Agreement, dated as of June 17, 1997, among Pioneer Americas, Inc. ("PAI") and United States Trust Company of New York, as Collateral Agent (incorporated by reference to Exhibit 4.5 to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)).
11 12 4.6(a) Loan and Security Agreement, dated as of June 17, 1997, by and among the Company, Bank of America Illinois, as Agent and Lender and the other Lenders party thereto (the "Revolving Loan Agreement") (incorporated by reference to Exhibit 4.6(a) to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)). 4.6(b) Master Corporate Guaranty, dated June 17, 1997, executed by each of the Subsidiaries party thereto, as guarantor, respectively, in favor of Bank of Americas Illinois, as Agent, for the ratable benefit of the Lenders, guaranteeing the obligations of one another under the Revolving Loan Agreement (incorporated by reference to Exhibit 4.6(b) to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)). 4.6(c) Master Security Agreement, dated June 17, 1997, executed by each of the Subsidiaries party thereto, as guarantor, respectively, in favor of Bank of Americas Illinois, as Agent, for the ratable benefit of the Lenders (incorporated by reference to Exhibit 4.6(c) to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)). 4.7 Intercreditor and Collateral Agency Agreement, dated as of June 17, 1977 by and among United States Trust Company of New York, as Trustee and Collateral Agent, Bank of America Illinois, as Agent, the Company, PAI and PCAC (incorporated by reference to Exhibit 4.7 to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)). 10.1 Chlorine and Caustic Soda Sales Agreement, dated as of June 17, 1997, between Occidental Chemical Corporation and PCAC (incorporated by reference to Exhibit 10.13 to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)). 10.2 Chlorine Purchase Agreement, dated as of June 17, 1997, between OCC Tacoma, Inc. and PCAC (incorporated by reference to Exhibit 10.14 to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)). 10.3 Environmental Operating Agreement, dated as of June 17, 1997, between OCC Tacoma, Inc. and PCAC (incorporated by reference to Exhibit 10.15 to the Company's Registration Statement on Form S-4, as amended (file no. 333-30683)). 27 Financial Data Schedule.
(b) Reports on Form 8-K On May 29, 1997, the Company filed a Current Report on Form 8-K dated May 20, 1997. The report disclosed under Item 5, Other Events, that the Company had commenced a cash tender offer to purchase all of the $135,000,000 in principal amount 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. No financial statements were filed with the report. On July 1, 1997, the Company filed a Current Report on Form 8-K dated June 17, 1997. The report disclosed under Item 2, Acquisition or Disposition of Assets, that on June 17, 1997, PCAC had acquired substantially all of the assets and properties used by OCC Tacoma, Inc. in the chlor-alkali business in Tacoma, Washington, including a chlor-alkali production facility, and the source of consideration for the acquisition was also disclosed. Filed with the report were financial statements of the business acquired and pro forma financial information. 12 13 SIGNATURES 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 AMERICAS ACQUISITION CORP. August 12, 1997 By: /s/ Philip J. Ablove ---------------------- Philip J. Ablove Vice President and Chief Financial Officer 13 14 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ------- ----------- 27 Financial Data Schedule.
EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS DEC-31-1997 JAN-1-1997 JUN-30-1997 34,676 0 25,894 1,411 14,645 74,153 192,539 21,924 439,079 36,747 305,620 0 0 1 57,366 439,079 84,831 84,831 65,659 65,659 0 0 9,438 (3,884) (311) (3,573) 0 (18,658) 0 (22,231) (22,231) (22,231)
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