-----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, DouttFeOvQuS0AXDCIDizpPedTYuDgSpBTIYTc/gjQrY9k1QKi0E6hsRuqnWc81N bTyBNRUej7ZSwwlpHLwyBQ== 0000950129-01-504668.txt : 20020413 0000950129-01-504668.hdr.sgml : 20020413 ACCESSION NUMBER: 0000950129-01-504668 CONFORMED SUBMISSION TYPE: T-3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20011226 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PCI CHEMICALS CANADA INC CENTRAL INDEX KEY: 0001050385 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 760549506 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3/A SEC ACT: 1939 Act SEC FILE NUMBER: 022-22587 FILM NUMBER: 1822927 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA ST STREET 2: STE 4300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132253831 MAIL ADDRESS: STREET 1: 4300 NATIONSBANK CENTER STREET 2: 700 LOUISIANA ST CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KWT INC CENTRAL INDEX KEY: 0001160301 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 223008143 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3/A SEC ACT: 1939 Act SEC FILE NUMBER: 022-22587-01 FILM NUMBER: 1822928 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA STREET 2: SUITE 4300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 570-3200 MAIL ADDRESS: STREET 1: 700 LOUISIANA STREET 2: SUITE 4300 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER WATER TECHNOLOGIES INC CENTRAL INDEX KEY: 0001160302 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 760491274 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3/A SEC ACT: 1939 Act SEC FILE NUMBER: 022-22587-02 FILM NUMBER: 1822929 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA STREET 2: SUITE 4300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 570-3200 MAIL ADDRESS: STREET 1: 700 LOUISIANA STREET 2: SUITE 4300 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KEMWATER NORTH AMERICA CO CENTRAL INDEX KEY: 0001160299 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 952375683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3/A SEC ACT: 1939 Act SEC FILE NUMBER: 022-22587-03 FILM NUMBER: 1822930 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA STREET 2: SUITE 4300 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 570-3200 MAIL ADDRESS: STREET 1: 700 LOUISIANA STREET 2: SUITE 4300 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: IMPERIAL WEST CHEMICAL CO CENTRAL INDEX KEY: 0000944719 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 952375683 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3/A SEC ACT: 1939 Act SEC FILE NUMBER: 022-22587-04 FILM NUMBER: 1822931 BUSINESS ADDRESS: STREET 1: 4200 NATIONSBANK CENTER STREET 2: 700 LOUISIANA STREET CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132253831 MAIL ADDRESS: STREET 1: 700 LOUISIANA ST STREET 2: STE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER LICENSING INC CENTRAL INDEX KEY: 0001050376 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 522058031 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3/A SEC ACT: 1939 Act SEC FILE NUMBER: 022-22587-05 FILM NUMBER: 1822932 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA ST STREET 2: STE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132253831 MAIL ADDRESS: STREET 1: 900 LOUISIANA ST STREET 2: SUITE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER AMERICAS INC CENTRAL INDEX KEY: 0000944717 STANDARD INDUSTRIAL CLASSIFICATION: CHEMICALS & ALLIED PRODUCTS [2800] IRS NUMBER: 760280373 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3/A SEC ACT: 1939 Act SEC FILE NUMBER: 022-22587-06 FILM NUMBER: 1822933 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA ST STREET 2: STE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132253831 MAIL ADDRESS: STREET 1: 700 LOUISIANA ST STREET 2: STE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER EAST INC CENTRAL INDEX KEY: 0001041862 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 860311265 STATE OF INCORPORATION: NM FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: T-3/A SEC ACT: 1939 Act SEC FILE NUMBER: 022-22587-07 FILM NUMBER: 1822934 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA ST STREET 2: STE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132253831 MAIL ADDRESS: STREET 1: 700 LOUISIANA ST STREET 2: STE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER CORP OF AMERICA 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: T-3/A SEC ACT: 1939 Act SEC FILE NUMBER: 022-22587-08 FILM NUMBER: 1822935 BUSINESS ADDRESS: STREET 1: 700 LOUISIANA ST STREET 2: STE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: 7132253831 MAIL ADDRESS: STREET 1: 700 LOUISIANA ST STREET 2: SUITE 4200 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER AMERICAS ACQUISITION CORP DATE OF NAME CHANGE: 19950428 FORMER COMPANY: FORMER CONFORMED NAME: PIONEER AMERICAS INC /TX DATE OF NAME CHANGE: 19990317 FILER: 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: T-3/A SEC ACT: 1939 Act SEC FILE NUMBER: 022-22587-09 FILM NUMBER: 1822936 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: FINEVEST FOODS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: GEV CORP DATE OF NAME CHANGE: 19930902 T-3/A 1 h92862a2t-3a.txt PCI CHEMICALS CANADA INC. - AMENDMENT #2 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------- AMENDMENT NO. 2 TO FORM T-3 FOR APPLICATIONS FOR QUALIFICATION OF INDENTURES UNDER THE TRUST INDENTURE ACT OF 1939 ---------- PCI CHEMICALS CANADA INC./PCI CHIMIE CANADA INC. PIONEER COMPANIES, INC. PIONEER CORPORATION OF AMERICA PIONEER (EAST), INC. PIONEER AMERICAS, INC. PIONEER LICENSING, INC. IMPERIAL WEST CHEMICAL CO. KEMWATER NORTH AMERICA COMPANY PIONEER WATER TECHNOLOGIES, INC. KWT, INC. (Names of Applicants) 630 Rene-Levesque Blvd. W. Suite 3100 Montreal, Quebec H3B 1S6 Canada (Address of Principal Executive Offices) SECURITIES TO BE ISSUED UNDER THE INDENTURE TO BE QUALIFIED Title of Class Amount -------------- ------ 10% Senior Secured Guaranteed Notes Due 2008 $150,000,000 ---------- Approximate Date of Proposed Public Offering: December 31, 2001 ---------- Kent R. Stephenson, Esq. Pioneer Companies, Inc. 700 Louisiana, Suite 4300 Houston, Texas 77002 ---------- (Name and Address of Agent for Service) With a copy to: Robert C. Feldman, Esq. Weil, Gotshal & Manges LLP 100 Crescent Court, Suite 1300 Dallas, Texas 75201-6950 - -------------------------------------------------------------------------------- FORM T-3 GENERAL ITEM 1. GENERAL INFORMATION. (A) FORM OF ORGANIZATION. Each of PCI Chemicals Canada Inc./PCI Chimie Canada Inc. (the "Issuer"), Pioneer Companies, Inc. ("PCI"), Pioneer Corporation of America ("PCA"), Pioneer (East), Inc. ("PEI"), Pioneer Americas, Inc. ("PAI"), Pioneer Licensing, Inc. ("PLI"), Imperial West Chemical Co. ("IWC"), Kemwater North America Company ("KNA"), Pioneer Water Technologies, Inc. ("PWT") and KWT, Inc. ("KWT" and, together with PCI, PCA, PEI, PAI, PLI, IWC, KNA and PWT, the "Guarantors") is a corporation. The Issuer and the Guarantors are sometimes hereinafter referred to collectively as the "Applicants." (B) STATE OR OTHER SOVEREIGN POWER UNDER THE LAWS OF WHICH ORGANIZED. The Issuer is a corporation incorporated under the laws of New Brunswick, Canada. Except for IWC, each of the Guarantors is a corporation incorporated under the laws of the State of Delaware. IWC is a corporation incorporated under the laws of the State of Nevada. ITEM 2. SECURITIES ACT EXEMPTION APPLICABLE. The Applicants rely upon Section 1145(a)(1) of the Bankruptcy Reform Act of 1978, as amended, Title 11, United States Code (the "Bankruptcy Code"), as the basis for their claim that registration of the offer and sale to the holders of Allowed PCA U.S. Secured Term and Note Claims and the holders of Allowed Canadian Secured Term and Note Claims (as such terms are defined in the Plan (as defined below)) (such holders collectively referred to as the "Claimholders") in partial satisfaction of their claims against all of the Debtors (as defined below), pursuant to the Plan, of the 10% Senior Secured Guaranteed Notes Due 2008 (the "Notes") to be issued by the Issuer under an indenture (the "Indenture") to be dated as of the effective date of the Plan (the "Effective Date"), among the Issuer, the Guarantors and Wells Fargo Bank Minnesota, National Association, as trustee (the "Trustee"), is not required under the Securities Act of 1933, as amended (the "Securities Act"). On July 31, 2001, the Issuer and certain affiliates of the Issuer filed petitions for relief under Chapter 11 ("Chapter 11") of the Bankruptcy Code in the United States District Court for the Southern District of Texas, Houston Division (the Issuer and such affiliates, in such capacity, collectively, the "Debtors," and such District Court, the "Bankruptcy Court"). On September 21, 2001, the Applicants filed their Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code, (as it may be altered, amended or modified from time to time, the "Plan"), which Plan was confirmed by order of the Bankruptcy Court on November 28, 2001. Pursuant to the Plan, on the Effective Date the Notes will be issued to Claimholders in partial satisfaction of their claims against all of the Debtors. Each of the Applicants is a Debtor. In order to ensure that no such Claimholder is an "underwriter" with respect to the Notes within the meaning of Section 1145(b)(1) of the Bankruptcy Code, each such Claimholder will be required, as a condition to receiving Notes without a legend restricting transfers thereof, to represent and agree that such Claimholder is not such an "underwriter." An integral and essential element of the Plan is that the issuance of the Notes pursuant to the Plan shall be exempt from registration under the Securities Act pursuant to Section 1145 of the Bankruptcy Code. AFFILIATIONS ITEM 3. AFFILIATES. Each of the Applicants is an affiliate of the other Applicants. Set forth below is a description of the corporate organization of the Applicants as of December 26, 2001. Pioneer Companies, Inc., the ultimate parent company of the other Applicants, directly owns 100% of the voting securities of the following subsidiaries: 2 Pioneer Corporation of America Pioneer Water Technologies, Inc. Pioneer Corporation of America directly owns 100% of the voting securities of the following subsidiaries: PCI Chemicals Canada Inc./PCI Chimie Canada Inc. Pioneer (East), Inc. Pioneer Americas, Inc. Pioneer Licensing, Inc. Imperial West Chemical Co. Pioneer Water Technologies, Inc. directly owns 100% of the voting securities of the following subsidiary: KWT, Inc. Imperial West Chemical Co. directly owns 100% of the voting securities of the following subsidiary: Kemwater North America Company OTHER AFFILIATES As of May 10, 2001, Interlaken Investment Partners, L.P., a Delaware limited partnership ("Interlaken") beneficially owns 34.9% of the voting securities of PCI, the parent company of the Issuer. William R. Berkley, the Chairman of the Board of Directors of PCI, is the sole owner of Interlaken and therefore may be deemed to beneficially own the voting securities held by Interlaken. Together with the voting securities of PCI held by Interlaken, as of May 10, 2001 Mr. Berkley beneficially owns approximately 59.8% of the voting power of PCI. AS OF THE EFFECTIVE DATE (SUCH INFORMATION IS PROVIDED, AS REQUIRED BY FORM T-3, ON THE BASIS OF PRESENT INFORMATION) Each of the Applicants will remain affiliates of the other Applicants, however, pursuant to the terms of the Plan, on or before the Effective Date the corporate structure of the Applicants will be reorganized as follows: Pursuant to the Plan, on or before the Effective Date the Issuer will be continued from the jurisdiction of New Brunswick, Canada to the jurisdiction of Nova Scotia, Canada and then amalgamated to form an unlimited liability company under the name PCI Chemicals Canada Company/Societe PCI Chimie Canada. Pursuant to the Plan, on or before the Effective Date PCA will be converted into a Delaware limited liability company. After such conversion, PCI will contribute PCA to the Issuer in exchange for a number of the Issuer's preferred shares of equal value. PAI will then be merged with and into PCA, with PCA being the surviving company. Upon the consummation of such merger, PCA will change its name to Pioneer Americas LLC. As of the Effective Date, Pioneer Companies, Inc. will directly own 100% of the voting securities of the following subsidiaries: PCI Chemicals Canada Company/Societe PCI Chimie Canada Pioneer Water Technologies, Inc. Pioneer (East), Inc. Pioneer Licensing, Inc. Imperial West Chemical Co. As of the Effective Date, PCI Chemicals Canada Company/Societe PCI Chimie Canada will directly own 100% of the voting securities of the following subsidiary: Pioneer Americas LLC As of the Effective Date, Pioneer Water Technologies, Inc. will directly own 100% of the voting securities of the following subsidiary: KWT, Inc. As of the Effective Date, Imperial West Chemical Co. will directly own 100% of the voting securities of the following subsidiary: Kemwater North America Company 3 OTHER AFFILIATES As of the Effective Date, accounts managed by affiliates of Putnam Investments, LLC will beneficially own approximately 16.38% of the voting stock of PCI. MANAGEMENT AND CONTROL ITEM 4. DIRECTORS AND EXECUTIVE OFFICERS. DIRECTORS AND EXECUTIVE OFFICERS OF EACH OF THE ISSUER AND PAI AS OF DECEMBER 26, 2001
NAME ADDRESS OFFICE/POSITION ---- ------- --------------- Michael J. Ferris c/o Pioneer Companies, Inc. President and Director 700 Louisiana, Suite 4300 Houston, Texas 77002 Philip J. Ablove c/o Pioneer Companies, Inc. Executive Vice President, Chief Financial 700 Louisiana, Suite 4300 Officer and Director Houston, Texas 77002 Kent R. Stephenson c/o Pioneer Companies, Inc. Vice President, General Counsel, Secretary 700 Louisiana, Suite 4300 and Director Houston, Texas 77002 Jerry B. Bradley c/o Pioneer Companies, Inc. Vice President, Human Resources 700 Louisiana, Suite 4300 Houston, Texas 77002 Samuel Z. Chamberlain c/o Pioneer Companies, Inc. Vice President, Environmental, Health and 700 Louisiana, Suite 4300 Safety Houston, Texas 77002 Ronald E. Ciora c/o Pioneer Companies, Inc. Vice President, Western Regional Sales and 700 Louisiana, Suite 4300 Marketing Houston, Texas 77002 James E. Glattly c/o Pioneer Companies, Inc. Vice President, Sales and Marketing 700 Louisiana, Suite 4300 Houston, Texas 77002 John DuManoir c/o Pioneer Companies, Inc. Vice President, Technology 700 Louisiana, Suite 4300 Houston, Texas 77002 Pierre Prud'homme c/o Pioneer Companies, Inc. Vice President and Controller 700 Louisiana, Suite 4300 Houston, Texas 77002 David A. Scholes c/o Pioneer Companies, Inc. Vice President, Manufacturing 700 Louisiana, Suite 4300 Houston, Texas 77002 Roger A. Zampini c/o Pioneer Companies, Inc. Vice President, Supply Chain Management 700 Louisiana, Suite 4300 Houston, Texas 77002 David A. Leslie c/o Pioneer Companies, Inc. Treasurer 700 Louisiana, Suite 4300 Houston, Texas 77002 Eva Clark c/o Pioneer Companies, Inc. Assistant Secretary 700 Louisiana, Suite 4300 Houston, Texas 77002
4 DIRECTORS AND EXECUTIVE OFFICERS OF EACH OF PCI AND PCA AS OF DECEMBER 26, 2001
NAME ADDRESS OFFICE/POSITION ---- ------- --------------- Michael J. Ferris c/o Pioneer Companies, Inc. President and Director 700 Louisiana, Suite 4300 Houston, Texas 77002 Philip J. Ablove c/o Pioneer Companies, Inc. Executive Vice President, Chief Financial 700 Louisiana, Suite 4300 Officer and Director Houston, Texas 77002 William R. Berkley c/o Pioneer Companies, Inc. Director 700 Louisiana, Suite 4300 Houston, Texas 77002 Andrew M. Bursky c/o Pioneer Companies, Inc. Director 700 Louisiana, Suite 4300 Houston, Texas 77002 Richard C. Kellogg, Jr. c/o Pioneer Companies, Inc. Director 700 Louisiana, Suite 4300 Houston, Texas 77002 John R. Kennedy c/o Pioneer Companies, Inc. Director 700 Louisiana, Suite 4300 Houston, Texas 77002 Jack H. Nusbaum c/o Pioneer Companies, Inc. Director 700 Louisiana, Suite 4300 Houston, Texas 77002 Kent R. Stephenson c/o Pioneer Companies, Inc. Vice President, General Counsel and 700 Louisiana, Suite 4300 Secretary Houston, Texas 77002 Jerry B. Bradley c/o Pioneer Companies, Inc. Vice President, Human Resources 700 Louisiana, Suite 4300 Houston, Texas 77002 Samuel Z. Chamberlain c/o Pioneer Companies, Inc. Vice President, Environmental, Health and 700 Louisiana, Suite 4300 Safety Houston, Texas 77002 Ronald E. Ciora c/o Pioneer Companies, Inc. Vice President, Western Regional Sales and 700 Louisiana, Suite 4300 Marketing Houston, Texas 77002 James E. Glattly c/o Pioneer Companies, Inc. Vice President, Sales and Marketing 700 Louisiana, Suite 4300 Houston, Texas 77002 John DuManoir c/o Pioneer Companies, Inc. Vice President, Technology 700 Louisiana, Suite 4300 Houston, Texas 77002 Pierre Prud'homme c/o Pioneer Companies, Inc. Vice President and Controller 700 Louisiana, Suite 4300 Houston, Texas 77002 David A. Scholes c/o Pioneer Companies, Inc. Vice President, Manufacturing 700 Louisiana, Suite 4300 Houston, Texas 77002 Roger A. Zampini c/o Pioneer Companies, Inc. Vice President, Supply Chain Management 700 Louisiana, Suite 4300 Houston, Texas 77002 David A. Leslie c/o Pioneer Companies, Inc. Treasurer 700 Louisiana, Suite 4300 Houston, Texas 77002 Eva Clark c/o Pioneer Companies, Inc. Assistant Secretary 700 Louisiana, Suite 4300 Houston, Texas 77002
5 DIRECTORS AND EXECUTIVE OFFICERS OF PEI AS OF DECEMBER 26, 2001(1)
NAME ADDRESS OFFICE/POSITION ---- ------- --------------- Kent R. Stephenson c/o Pioneer Companies, Inc. President, Secretary and Director 700 Louisiana, Suite 4300 Houston, Texas 77002 Victoria L. Garrett c/o Pioneer Companies, Inc. Assistant Secretary, Assistant Treasurer and 700 Louisiana, Suite 4300 Director Houston, Texas 77002 David A. Leslie c/o Pioneer Companies, Inc. Treasurer 700 Louisiana, Suite 4300 Houston, Texas 77002 Eva Clark c/o Pioneer Companies, Inc. Assistant Secretary and Assistant Treasurer 700 Louisiana, Suite 4300 Houston, Texas 77002
- -------- (1) One seat on the Board of Directors is currently vacant. DIRECTORS AND EXECUTIVE OFFICERS OF PLI AS OF DECEMBER 26, 2001(1)
NAME ADDRESS OFFICE/POSITION ---- ------- --------------- Kent R. Stephenson c/o Pioneer Companies, Inc. President, Secretary and Director 700 Louisiana, Suite 4300 Houston, Texas 77002 John DuManoir c/o Pioneer Companies, Inc. Vice President 700 Louisiana, Suite 4300 Houston, Texas 77002 Victoria L. Garrett c/o Pioneer Companies, Inc. Assistant Secretary, Assistant Treasurer and 700 Louisiana, Suite 4300 Director Houston, Texas 77002 Pierre Prud'homme c/o Pioneer Companies, Inc. Treasurer 700 Louisiana, Suite 4300 Houston, Texas 77002 Eva Clark c/o Pioneer Companies, Inc. Assistant Secretary and Assistant Treasurer 700 Louisiana, Suite 4300 Houston, Texas 77002
- ---------- (1) One seat on the Board of Directors is currently vacant. 6 DIRECTORS AND EXECUTIVE OFFICERS OF KNA AS OF DECEMBER 26, 2001
NAME ADDRESS OFFICE/POSITION ---- ------- --------------- Michael J. Ferris c/o Pioneer Companies, Inc. President and Director 700 Louisiana, Suite 4300 Houston, Texas 77002 Philip J. Ablove c/o Pioneer Companies, Inc. Vice President, Chief Financial Officer and 700 Louisiana, Suite 4300 Director Houston, Texas 77002 Kent R. Stephenson c/o Pioneer Companies, Inc. Vice President, General Counsel, Secretary 700 Louisiana, Suite 4300 and Director Houston, Texas 77002 Jerry B. Bradley c/o Pioneer Companies, Inc. Vice President, Human Resources 700 Louisiana, Suite 4300 Houston, Texas 77002 Samuel Z. Chamberlain c/o Pioneer Companies, Inc. Vice President, Environmental, Health and 700 Louisiana, Suite 4300 Safety Houston, Texas 77002 David A. Leslie c/o Pioneer Companies, Inc. Treasurer and Assistant Secretary 700 Louisiana, Suite 4300 Houston, Texas 77002 Eva Clark c/o Pioneer Companies, Inc. Assistant Secretary 700 Louisiana, Suite 4300 Houston, Texas 77002
DIRECTORS AND EXECUTIVE OFFICERS OF PWT AS OF DECEMBER 26, 2001
NAME ADDRESS OFFICE/POSITION ---- ------- --------------- Michael J. Ferris c/o Pioneer Companies, Inc. President and Director 700 Louisiana, Suite 4300 Houston, Texas 77002 Philip J. Ablove c/o Pioneer Companies, Inc. Vice President, Chief Financial Officer and 700 Louisiana, Suite 4300 Director Houston, Texas 77002 Kent R. Stephenson c/o Pioneer Companies, Inc. Vice President, General Counsel, Secretary 700 Louisiana, Suite 4300 and Director Houston, Texas 77002 David A. Leslie c/o Pioneer Companies, Inc. Treasurer and Assistant Secretary 700 Louisiana, Suite 4300 Houston, Texas 77002 Eva Clark c/o Pioneer Companies, Inc. Assistant Secretary 700 Louisiana, Suite 4300 Houston, Texas 77002
7 DIRECTORS AND EXECUTIVE OFFICERS OF EACH KWT AND IWC AS OF DECEMBER 26, 2001
NAME ADDRESS OFFICE/POSITION ---- ------- --------------- Michael J. Ferris c/o Pioneer Companies, Inc. President and Director 700 Louisiana, Suite 4300 Houston, Texas 77002 Philip J. Ablove c/o Pioneer Companies, Inc. Vice President, Chief Financial Officer and 700 Louisiana, Suite 4300 Director Houston, Texas 77002 Kent R. Stephenson c/o Pioneer Companies, Inc. Vice President, General Counsel, Secretary 700 Louisiana, Suite 4300 and Director Houston, Texas 77002 Samuel Z. Chamberlain c/o Pioneer Companies, Inc. Vice President, Environmental, Health and 700 Louisiana, Suite 4300 Safety Houston, Texas 77002 David A. Leslie c/o Pioneer Companies, Inc. Treasurer and Assistant Secretary 700 Louisiana, Suite 4300 Houston, Texas 77002 Eva Clark c/o Pioneer Companies, Inc. Assistant Secretary 700 Louisiana, Suite 4300 Houston, Texas 77002
DIRECTORS AND EXECUTIVE OFFICERS OF THE APPLICANTS AS OF THE EFFECTIVE DATE (SUCH INFORMATION IS PROVIDED, AS REQUIRED BY FORM T-3, ON THE BASIS OF PRESENT INFORMATION) The directors and executive officers of each of the Applicants as of the Effective Date will remain as disclosed above, with the exception of PCA and PCI. Pursuant to the Plan, on or before the Effective Date PCA will be converted into a Delaware limited liability company. PCA will have only one member, will be member-managed and as such will not have a Board of Directors. As of the effective date such member will be the Issuer. The executive officers of PCA will remain as disclosed above. 8 The executive officers of PCI as of the Effective Date will remain as disclosed above, however, pursuant to the terms of the Plan, the Fourth Amended and Restated Certificate of Incorporation of PCI will provide for a Board of Directors consisting of not less than five nor more than nine members. On the Effective Date the Board of Directors will consist of five members, the names and addresses of which are set forth below: DIRECTORS OF PCI AS OF THE EFFECTIVE DATE
Name Address Position ---- ------- -------- Michael J. Ferris c/o Pioneer Companies, Inc. Director 700 Louisiana, Suite 4300 Houston, Texas 77002 Marvin E. Lesser c/o Pioneer Companies, Inc. Director 700 Louisiana, Suite 4300 Houston, Texas 77002 Michael Y. McGovern c/o Pioneer Companies, Inc. Director 700 Louisiana, Suite 4300 Houston, Texas 77002 Gary L. Rosenthal c/o Pioneer Companies, Inc. Director 700 Louisiana, Suite 4300 Houston, Texas 77002 David N. Weinstein c/o Pioneer Companies, Inc. Director 700 Louisiana, Suite 4300 Houston, Texas 77002
ITEM 5. PRINCIPAL OWNERS OF VOTING SECURITIES. AS OF DECEMBER 26, 2001 I. ISSUER.
- -------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned Amount Owned Securities Owned - -------------------------------------------------------------------------------------------------------------------- Pioneer Corporation of America Common Shares, no par value 100 100.0% c/o Pioneer Companies, Inc. 700 Louisiana, Suite 4300 Houston, Texas 77002
II. PCI.
- -------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned Amount Owned Securities Owned - -------------------------------------------------------------------------------------------------------------------- William R. Berkley Class A Common Stock 6,375,335 59.8%(1) 165 Mason Street, par value $0.01 Greenwich, CT 06830
- ---------- (1) Includes 3,723,850 shares held by Interlaken Investment Partners, L.P., representing 34.9% of the voting power of PCI's capital stock. Mr. Berkley is the sole owner of a company that indirectly controls Interlaken, and so he may be deemed to be the beneficial owner of the shares held by Interlaken. 9 III. PCA.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned Amount Owned Securities Owned - --------------------------------------------------------------------------------------------------------------------- Pioneer Companies, Inc. Common Stock, par 1,679,614 100.0% 700 Louisiana, Suite 4300 value $.01 per share Houston, Texas 77002
IV. PEI.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned Amount Owned Securities Owned - --------------------------------------------------------------------------------------------------------------------- Pioneer Corporation of America Common Stock, $0.01 1,000 100.0% c/o Pioneer Companies, Inc. par value 700 Louisiana, Suite 4300 Houston, Texas 77002
V. PAI.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned Amount Owned Securities Owned - --------------------------------------------------------------------------------------------------------------------- Pioneer Corporation of America Common Stock, $1.00 1,000 100.0% c/o Pioneer Companies, Inc. par value 700 Louisiana, Suite 4300 Houston, Texas 77002
VI. PLI.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned Amount Owned Securities Owned - --------------------------------------------------------------------------------------------------------------------- Pioneer Corporation of America Common Stock, $0.01 1,000 100.0% c/o Pioneer Companies, Inc. par value 700 Louisiana, Suite 4300 Houston, Texas 77002
10 VII. IWC.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned Amount Owned Securities Owned - --------------------------------------------------------------------------------------------------------------------- Pioneer Corporation of America Common Stock, $1.00 1,000 100.0% c/o Pioneer Companies, Inc. par value 700 Louisiana, Suite 4300 Houston, Texas 77002
VIII. KNA.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned Amount Owned Securities Owned - --------------------------------------------------------------------------------------------------------------------- Imperial West Chemical Co. Common Stock, $0.10 11,167 100.0% c/o Pioneer Companies, Inc. par value 700 Louisiana, Suite 4300 Houston, Texas 77002 Imperial West Chemical Co. Preferred Stock, $1.00 6,965 100.0% c/o Pioneer Companies, Inc. par value 700 Louisiana, Suite 4300 Houston, Texas 77002
IX. PWT.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned Amount Owned Securities Owned - --------------------------------------------------------------------------------------------------------------------- Pioneer Companies, Inc. Common Stock, $1.00 1,000 100.0% 700 Louisiana, Suite 4300 par value Houston, Texas 77002
X. KWT.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned Amount Owned Securities Owned - --------------------------------------------------------------------------------------------------------------------- Pioneer Water Technologies, Inc. Common Stock, $1.00 100 100.0% c/o Pioneer Companies, Inc. par value 700 Louisiana, Suite 4300 Houston, Texas 77002
11 AS OF THE EFFECTIVE DATE (SUCH INFORMATION IS PROVIDED, AS REQUIRED BY FORM T-3, ON THE BASIS OF PRESENT INFORMATION, AND TO THE EXTENT SUCH INFORMATION IS DIFFERENT THAN THE ABOVE DISCLOSURE) I. ISSUER.(1)
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned Amount Owned Securities Owned - --------------------------------------------------------------------------------------------------------------------- Pioneer Companies, Inc. Common Shares 100 100.0% 700 Louisiana, Suite 4300 Houston, Texas 77002 Pioneer Companies, Inc. Class A Preferred Shares 1,000 100.0% 700 Louisiana, Suite 4300 Houston, Texas 77002
- ---------- (1) Pursuant to the Plan, on or before the Effective Date the Issuer will be continued from the jurisdiction of New Brunswick, Canada to the jurisdiction of Nova Scotia, Canada and will have amalgamated with a wholly-owned subsidiary to continue as an unlimited liability company under the name PCI Chemicals Canada Company/Societe PCI Chimie Canada. II. PCA.(1)(2)
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned Amount Owned Securities Owned - --------------------------------------------------------------------------------------------------------------------- PCI Chemicals Canada Company/ Societe PCI Chimie Canada Membership Interest 100%(3) 100.0% 630 Rene-Levesque Blvd. W. Suite 3100 Montreal, Quebec H3B 1S6 Canada
- ---------- (1) This Applicant will also act as a Guarantor of the Notes to be issued by the Issuer. (2) Pursuant to the Plan, on or before the Effective Date PCA will be converted into a Delaware limited liability company. After such conversion, PCI will contribute PCA to the Issuer for a number of the Issuer's preferred shares of equal value. PAI will then be merged with and into PCA, with PCA being the surviving company. Upon the consummation of such merger, PCA will change its name to Pioneer Americas LLC. (3) The membership interest in PCA will be expressed as a percentage of ownership rather than a number of units. III. PCI.(1)(2)
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned Amount Owned Securities Owned - --------------------------------------------------------------------------------------------------------------------- Accounts managed by affiliates Common Stocks, $0.01 par value 1,638,262 16.38% of Putnam Investments, LLC
- ---------- (1) This Applicant will also act as a Guarantor of the Notes to be issued by the Issuer. (2) Based on information provided to the Issuer by Putnam Investments, LLC. 12 IV. PEI.(1)
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned(1) Amount Owned Securities Owned - --------------------------------------------------------------------------------------------------------------------- Pioneer Companies, Inc. Common Stock, $0.01 1,000 100.0% 700 Louisiana, Suite 4300 par value Houston, Texas 77002
- ---------- (1) This Applicant will also act as a Guarantor of the Notes to be issued by the Issuer. V. PLI.(1)
- -------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned(1) Amount Owned Securities Owned - -------------------------------------------------------------------------------------------------------------------- Pioneer Companies, Inc. Common Stock, $0.01 1,000 100.0% 700 Louisiana, Suite 4300 par value Houston, Texas 77002
- ---------- (1) This Applicant will also act as a Guarantor of the Notes to be issued by the Issuer. VI. IWC.(1)
- -------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned(1) Amount Owned Securities Owned - -------------------------------------------------------------------------------------------------------------------- Pioneer Companies, Inc. Common Stock, $1.00 1,000 100.0% 700 Louisiana, Suite 4300 par value Houston, Texas 77002
- ---------- (1) This Applicant will also act as a Guarantor of the Notes to be issued by the Issuer. VII. KNA.(1)
- -------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned(1) Amount Owned Securities Owned - -------------------------------------------------------------------------------------------------------------------- Imperial West Chemical Co. Common Stock, $0.10 11,167 100.0% c/o Pioneer Companies, Inc. par value 700 Louisiana, Suite 4300 Houston, Texas 77002 Imperial West Chemical Co. Preferred Stock, $1.00 6,965 100.0% c/o Pioneer Companies, Inc. par value 700 Louisiana, Suite 4300 Houston, Texas 77002
- ---------- (1) This Applicant will also act as a Guarantor of the Notes to be issued by the Issuer. 13 VIII. PWT.(1)
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned(1) Amount Owned Securities Owned - --------------------------------------------------------------------------------------------------------------------- Pioneer Companies, Inc. Common Stock, $1.00 1,000 100.0% 700 Louisiana, Suite 4300 par value Houston, Texas 77002
- ---------- (1) This Applicant will also act as a Guarantor of the Notes to be issued by the Issuer. IX. KWT.(1)
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Col. D Percentage of Name and Voting Complete Mailing Address Title of Class Owned(1) Amount Owned Securities Owned - --------------------------------------------------------------------------------------------------------------------- Pioneer Water Technologies, Inc. Common Stock, $1.00 100 100.0% c/o Pioneer Companies, Inc. par value 700 Louisiana, Suite 4300 Houston, Texas 77002
- ---------- (1) This Applicant will also act as a Guarantor of the Notes to be issued by the Issuer. UNDERWRITERS ITEM 6. UNDERWRITERS. (a) None. (b) No underwriter within the meaning of Section 303(4) of the Trust Indenture Act of 1939, as amended (the "1939 Act"), has been proposed with respect to the Notes. CAPITAL SECURITIES ITEM 7. CAPITALIZATION. AS OF DECEMBER 26, 2001 (A) CAPITALIZATION. I. ISSUER.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Title of Class Amount Authorized Amount Outstanding - --------------------------------------------------------------------------------------------------------------------- Common Shares Unlimited, without par value 100 9 1/4% Senior Secured Notes due 2007 $175,000,000 principal amount $175,000,000 principal amount
14 II. PCI.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Title of Class Amount Authorized Amount Outstanding - --------------------------------------------------------------------------------------------------------------------- Class A Common Stock, par value $0.01 46,000,000 10,678,893 Class B Common Stock, par value $0.01 4,000,000 858,831 Series A Convertible Redeemable Preferred Stock, par value $0.01 10,000,000 55,000
III. PCA.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Title of Class Amount Authorized Amount Outstanding - --------------------------------------------------------------------------------------------------------------------- Common Stock (voting) 2,500,000 shares, par value $0.01 1,679,614 Common Stock (non-voting) 500,000 shares, par value $0.01 0 Preferred Stock 100,000 shares, par value $100.00 0 9 1/4% Senior Secured Notes due 2007 $200,000,000 principal amount $200,000,000 principal amount
IV. PEI.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Title of Class Amount Authorized Amount Outstanding - --------------------------------------------------------------------------------------------------------------------- Common Stock 1,000 shares, par value $0.01 1,000
V. PAI.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Title of Class Amount Authorized Amount Outstanding - --------------------------------------------------------------------------------------------------------------------- Common Stock 1,000 shares, par value $1.00 1,000
VI. PLI.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Title of Class Amount Authorized Amount Outstanding - --------------------------------------------------------------------------------------------------------------------- Common Stock 1,000 shares, par value $0.01 1,000
VII. IWC.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Title of Class Amount Authorized Amount Outstanding - --------------------------------------------------------------------------------------------------------------------- Common Stock 25,000 shares, par value $1.00 1,000
15 VIII. KNA.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Title of Class Amount Authorized Amount Outstanding - --------------------------------------------------------------------------------------------------------------------- Common Stock 30,000 shares, par value $0.10 11,167 Preferred Stock 50,000 shares, par value $1.00 6,965
IX. PWT.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Title of Class Amount Authorized Amount Outstanding - --------------------------------------------------------------------------------------------------------------------- Common Stock 25,000 shares, par value $1.00 1,000
X. KWT.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Title of Class Amount Authorized Amount Outstanding - --------------------------------------------------------------------------------------------------------------------- Common Stock 1,000 shares, par value $1.00 100
CAPITALIZATION AS OF THE EFFECTIVE DATE (SUCH INFORMATION IS PROVIDED, AS REQUIRED BY FORM T-3, ON THE BASIS OF PRESENT INFORMATION, AND TO THE EXTENT SUCH INFORMATION IS DIFFERENT THAN THE ABOVE DISCLOSURE) Pursuant to the terms of the Plan, on the basis of present information, the Claimholders will receive their pro rata portion of (A)(i) the Notes issued by the Issuer and guaranteed by the Guarantors, (ii) up to $50,000,000 in aggregate principal amount Senior Secured Floating Rate Guaranteed Notes due 2006 issued by Pioneer Corporation of America or its successor in interest and guaranteed by the Issuer and the Guarantors or their successors in interest and (iii) a new class of common stock, par value $0.01, to be issued by PCI in exchange for, among other claims, (B)(i) all of the Issuer's 9 1/4% Senior Secured Notes due 2007 outstanding and (ii) all of PCA's 9 1/4% Senior Secured Notes due 2007 outstanding. The principal amount of the Notes to be issued by the Issuer will be determined by the election of the Claimholders either (x) to participate in a term loan agreement among the Issuer, the Guarantors and Wells Fargo Bank Minnesota, National Association, as agent (the "Loan Agreement") or (y) to receive their pro rata portion of the Notes. In no event will the sum of the aggregate principal amount of the Loan Agreement and the Notes exceed $50,000,000. I. ISSUER.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Title of Class Amount Authorized Amount Outstanding - --------------------------------------------------------------------------------------------------------------------- Common Shares Unlimited, without par value 100 Class A Preferred Shares 150,000,000, without par value 1,000 Class B Preferred Shares 150,000,000, without par value 0 10% Senior Secured Guaranteed Notes due 2008 $150,000,000 $150,000,000
II. PCI.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Title of Class Amount Authorized Amount Outstanding - --------------------------------------------------------------------------------------------------------------------- Common Stock, par value $0.01 50,000,000 10,000,000 Preferred Stock 10,000,000 0
16 III. PCA.
- --------------------------------------------------------------------------------------------------------------------- Col. A Col. B Col. C Title of Class Amount Authorized Amount Outstanding - --------------------------------------------------------------------------------------------------------------------- Membership Interest(1) n/a n/a Senior Secured Floating Rate Guaranteed Notes due 2006 $50,000,000 $50,000,000
- ---------- (1) The membership interest in PCA will be expressed as a percentage of ownership rather than a number of units. (B) VOTING RIGHTS. I. ISSUER. COMMON SHARES The holders of the outstanding common shares of the Issuer have the right to elect the Board of Directors and to vote on all others matters that may be acted on at any meeting of shareholders. II. PCI. CLASS A COMMON STOCK Each outstanding share of Class A Common Stock, par value $0.01 per share, of PCI has one vote with respect to all matters subject to stockholder vote. The holders of Class A Common Stock, voting together with the holders of Class B Common Stock and Series A Preferred Stock as a single class, have the right to elect the Board of Directors of PCI and to vote on all other matters that may be acted on at any meeting of stockholders of PCI. CLASS B COMMON STOCK Each outstanding share of Class B Common Stock, par value $0.01 per share, of PCI has one-tenth of one vote with respect to all matters subject to stockholder vote. The holders of Class B Common Stock, voting together with the holders of Class A Common Stock and Series A Preferred Stock as a single class, have the right to elect the Board of Directors of PCI and to vote on all others matters that may be acted on at any meeting of stockholders of PCI. SERIES A CONVERTIBLE REDEEMABLE PREFERRED STOCK Each outstanding share of Series A Convertible Redeemable Preferred Stock, par value $0.01 per share, of PCI, has the right to vote together with the holders of Class A Common Stock and the Class B Common Stock as a single class on other all matters that may be acted on at any meeting of stockholders of PCI. Each share of Series A Convertible Redeemable Preferred Stock will be entitled to such number of votes as are equal to the number of votes which could be cast by the number of shares of Class A Common Stock into which such shares of Series A Convertible Redeemable Preferred Stock is then convertible in accordance with the terms of the Certificate of Designations for such preferred stock. III. PCA AND KNA. COMMON STOCK The holders of outstanding voting common stock of each PCA and KNA, with respect to each such company, have the right to elect the Board of Directors and to vote on all others matters that may be acted on at any meeting of stockholders of such companies. PREFERRED STOCK Except as otherwise provided by applicable law or by determination of the respective Board of Directors of such companies, no shares of preferred stock have any voting power. 17 IV. PEI, PAI, PLI, IWC, PWT AND KWT. COMMON STOCK The holders of the common stock of each of PEI, PAI, PLI, IWC, PWT and KWT, have the right, with respect to each such company, to elect the Board of Directors and to vote on all other matters that may be acted on at any meeting of stockholders of such companies. For Applicants incorporated under the laws of the State of Delaware, by order of the Bankruptcy Court, and in accordance with Section 303 of the Delaware General Corporation Law, all actions taken pursuant to the Plan may be carried out by each Applicant without further action by the stockholder(s) of such Applicant. VOTING RIGHTS AS OF THE EFFECTIVE DATE (SUCH INFORMATION IS PROVIDED, AS REQUIRED BY FORM T-3, ON THE BASIS OF PRESENT INFORMATION, AND TO THE EXTENT SUCH INFORMATION IS DIFFERENT THAN THE ABOVE DISCLOSURE) I. ISSUER. COMMON SHARES Pursuant to the Articles of Association of the Issuer, each outstanding common share of the Issuer will have one vote with respect to all matters subject to shareholder vote. The holders of such common shares, voting together with the holders of the preferred shares of the Issuer as a single class, have the right to elect the Board of Directors of the Issuer and to vote on all other matters that may be acted on at any meeting of shareholders of the Issuer. PREFERRED SHARES Pursuant to the Articles of Association of the Issuer, each outstanding Class A Preferred Share and Class B Preferred Share of the Issuer will have one-tenth of one vote with respect to all matters subject to shareholder vote. The holders of such preferred shares, voting together with the holders of the common shares of the Issuer as a single class, will have the right to elect the Board of Directors of the Issuer and to vote on all others matters that may be acted on at any meeting of shareholders of the Issuer. II. PCI. Pursuant to the Plan, on the Effective Date all of the outstanding common stock of PCI will be canceled. Shares of New Common Stock (as such term is defined in the Plan) will be issued to certain creditors of the Issuer and PCA in partial exchange for the claims of such creditors against the Issuer and PCA. COMMON STOCK Pursuant to the terms of the Plan and the Fourth Amended and Restated Certificate of Incorporation of PCI, to be filed on the Effective Date, each outstanding share of common stock, par value $0.01 per share, to be issued on the Effective Date will have one vote with respect to all matters subject to stockholder vote. The holders of such common stock will have the right to elect the Board of Directors of PCI and to vote on all other matters that may be acted on at any meeting of stockholders of PCI. PREFERRED STOCK Pursuant to the terms of the Plan and the Fourth Amended and Restated Certificate of Incorporation of PCI, to be filed on the Effective Date, PCI may issue shares of preferred stock from time to time in one or more series, each such series to have such voting and other rights as are fixed by the Board of Directors prior to the issuance of any shares thereof; provided, however, that in compliance with Section 1123 of the Bankruptcy Code, no non-voting securities may be issued. 18 III. PCA. Pursuant to the terms of the Plan, PCA will be converted to a Delaware limited liability company consisting of one member. As of the Effective Date such member will be the Issuer. The Certificate of Conversion of PCA to be filed on the Effective Date will provide for a single-member, member-managed company. INDENTURE SECURITIES ITEM 8. ANALYSIS OF INDENTURE PROVISIONS. The following analysis of provisions of the Indenture required under Section 305(a)(2) of the 1939 Act is a summary and is qualified in its entirety by reference to the Indenture, a copy of the form of which is filed as Exhibit T3C hereto and is incorporated herein by reference. Capitalized terms used in this section and not otherwise defined in this application shall have the meanings given to them in the Indenture. (A) EVENTS OF DEFAULT The Indenture defines an Event of Default as: (a) (i) a default by the Issuer in the payment of any principal of any Note when the same becomes due, whether by acceleration, at maturity, upon redemption, in connection with a Change of Control or an Asset Sale, or otherwise, or (ii) a failure by the Issuer to pay any interest, fee or penalty on any Note, or any other amount payable under the Indenture, within ten (10) days after any such interest or other amount becomes due in accordance with the terms of the Indenture; (b) a default by any other obligor in the payment when due of any fee with respect to any Note or any monetary indenture obligation (other than those covered by clause (a) hereof), and such default shall continue unremedied for a period of ten (10) days; (c) the failure by obligors (including the Issuer) to observe or perform any covenant, condition or agreement on the part of such obligors to be observed or performed pursuant to certain covenants in the Indenture, or Article Eight (Consolidation, Merger, Conveyance, Transfer or Lease) thereof; (d) the failure by obligors (including the Issuer) to duly observe or perform any other covenant, condition or agreement in, to and under the Indenture or in any other Indenture Document executed by it and such failure continues for a period of thirty (30) days after notice thereof; (e) a denial, disaffirmation or repudiation by any obligor (including the Issuer) of its obligations under the Indenture (including the Guaranties of the Notes), the Notes, any other Indenture Documents, the New Tranche A Notes Indenture (including any guaranty thereunder), the New Tranche A Notes, the Term Loan Agreement (including the guaranties thereunder), the New Tranche A Term Notes, or the Registration Rights Agreement or to which such obligor is party, or any material provision in the Indenture Document, the New Tranche A Notes Indenture (including any guaranty thereunder), the New Tranche A Notes, the Term Loan Agreement (including the guaranties thereunder), the New Tranche A Term Notes, or the Registration Rights Agreement ceasing to be valid and binding, or any obligor so asserting in writing; (f) a default (i) in the payment when due, whether by acceleration or otherwise, of any amount (including principal, premium or interest) in respect of any Indebtedness of any obligor (including the Issuer), including Indebtedness under the New Tranche A Notes (as such term is defined in the Plan) New Tranche A Notes Indenture, the Term Loan Agreement (including the guaranties thereunder), the New Tranche A Term Notes, or in respect of any other Indebtedness of any Obligor (including the Issuer) (subject only to any applicable grace period pursuant to the terms of such Indebtedness) but not including the Indebtedness described in and covered by clauses (a) and (b) hereof, (ii) a default in the performance or observance of any obligation or condition with respect to such Indebtedness if the effect of such default is to accelerate the maturity of any such Indebtedness or such default shall continue unremedied for any applicable period of time sufficient to permit the holder or holders of such Indebtedness, or any trustee or agent for such holders, to cause such Indebtedness to become due and payable prior to its expressed maturity, or (iii) a default in, or an event of default in connection with, the performance or observance of any obligation or condition of any agreement (including any Transaction Document) to which any obligor (including the Issuer) is party or by which it is bound and such default or event of default could reasonably be expected to have a Material Adverse Effect; (g) a final judgment has been, or final judgments have been, rendered by any court or courts of competent jurisdiction against any obligor (including the Issuer) or any subsidiary of such obligor and such judgment or judgments remain undischarged, unbonded or unstayed for a period of sixty (60) days, provided that the aggregate of all such judgments equals or exceeds $5,000,000 or any such 19 individual judgment exceeds $1,000,000 (other than, in each case, any judgment as to which and only to the extent that, a reputable insurance company has acknowledged coverage of such claim in writing); (h) warrant of attachment or execution or similiar process shall be issued or levied against the property of any obligor (including the Issuer) or any Obligor Subsidiary having an aggregate value in excess of $1,000,000 which is not stayed or lifted within thirty (30) days; (i) any representation, warranty or certification of any obligor (including the Issuer) made or deemed made under the Indenture or in any other Indenture Document executed by it or pursuant to or in respect of the Term Loan Agreement (or any of the guaranties thereunder), the New Tranche A Term Notes, the New Tranche A Notes Indenture (or any of the guaranties thereunder) or the New Tranche A Notes or in any other writing or certificate furnished by or on behalf of such obligor (including the Issuer) for the purposes of or in connection with the Indenture or such other Indenture Document or pursuant to or in respect of the Term Loan Agreement (or any of the guaranties thereunder), the New Tranche A Term Notes, the New Tranche A Notes Indenture (or any of the guaranties thereunder) or the New Tranche A Notes is or shall be incorrect when made or deemed made in any material respect; (j) any of the Security Documents ceasing to give the Collateral Agent a valid and perfected Lien of the priority required thereby or the rights, powers and privileges purported to be created thereby (other than in accordance with their respective terms or if released by the Trustee, at the direction of all of the Holders in accordance with the terms of the Indenture), (ii) any of the Security Documents being declared null and void, (iii) the denial by any obligor (including the Issuer) of any of its obligations under any of the Security Documents, (iv) any Collateral becoming subject to any Lien other than the Liens created or permitted by the Security Documents or the Indenture, or (v) any Collateral (or part thereof) being seized or taken by any governmental agency or authority; (k) any obligor (including the Issuer) or any subsidiary of such obligor, pursuant to or within the meaning of any Bankruptcy Law, (i) commencing a voluntary case, (ii) consenting to the entry of an order for relief against it in an involuntary case in which it is a debtor, (iii) consenting to the appointment of a receiver, trustee, assignee, liquidator or similar official of it or for all or substantially all of its property, (iv) making a general assignment for the benefit of its creditors or (v) admitting in writing its inability to pay debts as they become due; (l) the entry of an order or decree by a court of competent jurisdiction under any Bankruptcy Law that (i) is for relief against any obligor (including the Issuer) or any subsidiary of such obligor in an involuntary case in which it is a debtor, (ii) appoints a receiver, trustee, assignee, liquidator or similar official of such obligor or such subsidiary for all or substantially all of their respective property, (iii) orders the liquidation of such obligor or such subsidiary, and such order or decree remains unstayed and in effect for sixty (60) days; (m) any obligor (including the Issuer) or Subsidiary of such obligor committing or suffering to occur a Canadian Act of Bankruptcy; or (n) the Guaranty of any Guarantor for any reason ceasing to be, or being asserted by any Guarantor or the Issuer not to be, in full force and effect or enforceable in accordance with its terms, except to the extent contemplated in the Guaranty. If an Event of Default (other than an Event of Default specified in clauses (k), (l) or (m) above) occurs and is continuing for any reason, whether voluntary or involuntary, then the Trustee by notice to the Issuer, or the Holders of at least 25% of the aggregate principal amount of the Notes at any time outstanding by written notice to the Issuer and the Trustee, may declare the unpaid principal of, premium, if any, and any accrued interest on all the Notes to be immediately due and payable. Upon such declaration the principal of, premium, if any, and interest on the Notes shall become automatically and immediately due and payable, without further notice, demand or presentment. If an Event of Default specified in clauses (k), (l) or (m) above occurs, unpaid principal of, premium, if any, and any accrued interest on all the Notes shall ipso facto automatically be and become immediately due and payable, without any declaration or other act on the part of the Trustee or any Holder, and such amount shall be applied in accordance with the provisions of an intercreditor and collateral agency agreement among the Holders and others. Other than in respect of (i) a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on any Note held by a non-consenting Holder, or (ii) a covenant or provision in the Indenture which under Article Nine (Supplemental Indentures) of the Indenture cannot be modified or amended without the consent of the Holder of each Note then outstanding, or (iii) any 20 continuing Default or Event of Default in respect of any matter involving the release of Collateral, which shall not be waived without the consent of the Holder of each then outstanding Note, Holders of a majority of the aggregate principal amount of the Notes then outstanding (or, in the case of the failure to make a Change of Control Offer, two-thirds of the aggregate principal amount of Notes then outstanding) by written notice to the Trustee, may rescind an acceleration and its consequences if the rescission would not conflict with any judgment or decree and if (A) the Issuer has paid or deposited with the Trustee a sum sufficient to pay (i) all sums paid or advanced by the Trustee under the Indenture and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, (ii) all overdue interest on all Notes, (iii) the principal of and premium, if any, on any Notes which have become due otherwise than by such declaration of acceleration and interest thereon at the rate borne by the Notes, and (iv) to the extent that payment of such interest is lawful, interest upon overdue interest at the rate borne by the Notes, and (B) all Events of Default, other than the non-payment of principal of the Notes which have become due solely by such declaration of acceleration, have been cured or waived in accordance with the Indenture. No such rescission shall affect any subsequent default or impair any right consequent thereon. Within thirty (30) days after the occurrence of any Default, the Trustee shall transmit by mail to all Holders, notice of such Default under the Indenture known to the Trustee, unless such Default shall have been cured or waived. (B) AUTHENTICATION AND DELIVERY OF THE NOTES UNDER THE INDENTURE; APPLICATION OF THE PROCEEDS THEREOF. The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is limited to $150,000,000 in principal amount of Notes. The Notes shall be executed on behalf of the Issuer by one of its Chairman of the Board, its President or one of its Vice Presidents under its corporate seal reproduced thereon attested by its Secretary or one of its Assistant Secretaries, and the Trustee shall authenticate and deliver such Notes as provided in the Indenture and not otherwise. No Note shall be entitled to any benefit under the Indenture or be valid or obligatory for any purpose unless there appears on such Note a certificate of authentication substantially in the form provided for in the Indenture duly executed by the Trustee by manual signature of an authorized signatory, and such certificate upon any Note shall be conclusive evidence, and the only evidence, that such Note has been duly authenticated and delivered under the Indenture. The Notes are to be issued pursuant to the Plan to Claimholders in exchange therefor and, accordingly, no proceeds will be derived from the issuance of the Notes. The Notes will be distributed to the Claimholders as described in Item 2 of this application. The Trustee shall not be required to authenticate and deliver any Securities if (i) the issue of such Securities pursuant to this Indenture will adversely affect the Trustee's own rights, duties or immunities under the Securities and this Indenture; (ii) the Trustee, being advised by counsel, determines that such action may not lawfully be taken; or (iii) the Trustee in good faith, acting by its board of directors or officers of the Trustee, determines that such action would expose the Trustee to personal liability to Holders of any Outstanding Securities. (C) RELEASE OR RELEASE AND SUBSTITUTION OF ANY PROPERTY SUBJECT TO THE LIEN OF THE INDENTURE. The Trustee shall not direct the Collateral Agent to release any Collateral subject to the lien of the Indenture and the Security Documents unless such release is in accordance with the provisions of the Security Documents and Section 314(d) of the 1939 Act. The Indenture permits any obligor (including the Issuer) or any subsidiary of such obligor to sell, lease, convey, transfer or otherwise dispose of any of its assets, provided that certain conditions are met (including the application of Net Proceeds in accordance with the Indenture), and provided, further, that if any such assets comprise Collateral, the consent of the Holders of a majority of the aggregate principal amount of the Notes then outstanding is obtained prior to the disposition thereof and cash in an amount equal to the Collateral Proceeds is pledged to the Collateral Agent and deposited in the Intercreditor Collateral Account. Any non-cash consideration permitted by the Indenture received by any such obligor or subsidiary pursuant to such disposition of assets shall be subject to the lien of the Indenture and the Security Documents. 21 (D) SATISFACTION AND DISCHARGE OF THE INDENTURE The Indenture shall cease to be of further effect (except as to surviving rights of registration of transfer or exchange of Notes therein expressly provided for) when each of the following are satisfied: (a) either (1) all Notes authenticated and delivered under the Indenture have been delivered to the Trustee for cancellation; or (2) all Notes not theretofore delivered to the Trustee for cancellation (x) have become due and payable, (y) shall become due and payable at their Stated Maturity within one year, or (z) are to be called for redemption within one year, and the Issuer or any Guarantor, has irrevocably deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose an amount in United States dollars sufficient to pay and discharge the entire Indebtedness on the Notes not theretofore delivered to the Trustee for cancellation; (b) the Issuer or any other obligor has paid or caused to be paid all other sums payable under the Indenture by the Issuer or such other obligor, and has indefeasibly discharged all Indebtedness thereunder; and (c) the Issuer has delivered to the Trustee an officers' certificate and an opinion of counsel stating that (i) all conditions precedent in the Indenture provided for relating to the satisfaction and discharge of the Indenture have been complied with and (ii) such satisfaction and discharge shall not result in a breach or violation of or constitute a default under the Indenture or any other material agreement or instrument to which the Issuer or any other obligor is a party or by which Issuer or such obligor is bound. The Issuer may effect a defeasance (i.e., the discharge of certain obligations of the Issuer under the Indenture, including the Indebtedness represented by such Notes), or a covenant defeasance (i.e., the release of certain covenant obligations of the Issuer and each Guarantor under the Indenture) with respect to the defeased Notes upon the satisfaction of certain conditions, including, (1) the irrevocable deposit by the Issuer with the Trustee in trust, for the benefit of the Holders of such Notes, trust funds which constitute (a) United States dollars in an amount, or (b) U.S. Government Obligations, or (c) a combination thereof, sufficient to pay and discharge (and which shall be applied by the Trustee to pay and discharge) the principal of, interest and premium, if any, on the Defeased Securities on the Stated Maturity of such principal or installment of principal or interest, (2) the delivery to the Trustee of certain prescribed opinions of counsel (including an opinion with respect to certain U.S. Federal income tax and Canadian federal or provincial income tax matters) and the delivery to the Trustee of certain prescribed officers' certificates of the Issuer, (3) that (x) no Default or Event of Default shall have occurred and be continuing on the date of such deposit; or (y) in so far as clauses (k), (l) or (m) specified in paragraph A (Events of Default) above are concerned, at any time during the period ending on 91st day after the date of deposit, or (4) that such defeasance or covenant defeasance shall not have resulted in a breach or violation of, nor constitute a Default under, any material agreement or instrument (other than the Indenture) to which the Issuer or any Guarantor is a party or by which it is bound. (E) THE EVIDENCE REQUIRED TO BE FURNISHED BY THE OBLIGOR UPON THE INDENTURE SECURITIES TO THE TRUSTEE AS TO COMPLIANCE WITH THE CONDITIONS AND COVENANTS PROVIDED FOR IN THE INDENTURE. The Indenture requires: (a) the Issuer to furnish, within (x) 90 days after the end of its fiscal year, and (y) 45 days after the end of the first three quarters of each fiscal year, an officers' certificate stating that a review of the activities of each obligor (including the Issuer) and each subsidiary of each such obligor, has been made under the supervision of the signing officer, with a view to determine whether each such obligor or such subsidiary has kept, observed, performed and fulfilled its obligations under the Indenture and the other Indenture Documents, and further stating, as to each such signing officer, that to the best of such officer's knowledge, each obligor and subsidiary has kept, observed, performed and fulfilled all of its obligations under the Indenture and the other Indenture Documents to which it is a party and is not in default in the performance or observance thereof (or if a Default or Event of Default shall have occurred, describing such Default or Event of Default, and what action is being taken or proposed to be taken in respect thereto); (b) the Issuer to furnish, (x) within ninety (90) days after each fiscal year, a copy of the annual audited financial statements of the Issuer and its parent corporation and their respective subsidiaries, as well as of any of the Guarantors as are required to file their annual financial statements pursuant to the Securities Act or the Exchange Act and the rules and regulations thereunder, certified by an independent certified public accountant satisfactory to the Trustee, together with a certificate from such accountant, to the effect that, in making the examination necessary for the signing of such annual audit report, such accountant has not become aware of any Default or Event of Default that has occurred and is continuing and that relates to financial or other accounting matters or the covenants set forth in the Indenture or, if such accountant has become aware of any such event, describing it, and (y) within forty-five (45) days after the end of each fiscal quarter, a copy of the unaudited financial statements of the Issuer and its parent corporation and their respective subsidiaries, as well as of any of the Guarantors as are required to file their quarterly financial statements pursuant to the Securities Act or the Exchange Act and the rules and regulations thereunder; 22 (c) the Issuer to give (A) prompt notice of the occurrence of (i) a Default or an Event of Default or (ii) a default by any obligor (including the Issuer) or any subsidiary of such obligor under any material note, indenture, loan agreement, mortgage, lease, deed or other material similar agreement to which such obligor or subsidiary, as appropriate, is a party or by which it is bound (including any of the Indenture Documents and Transaction Documents), together with an officers' certificate specifying such Default, Event of Default or such other default or event of default and what action the Issuer is taking or proposes to take with respect thereto; and (d) Upon any application or request by any obligor (including the Issuer) to the Trustee to take any action under any provision of the Indenture, such obligor shall furnish to the Trustee (x) an officers' certificate stating that all conditions precedent, if any, provided for in the Indenture (including any covenants compliance with which constitutes a condition precedent) relating to the proposed action have been complied with, (y) an opinion of counsel stating that in the opinion of such counsel all such conditions precedent, if any, have been complied with, except that, in the case of such application or request as to which the furnishing of such documents, certificates and/or opinions is specifically required by any provision of the Indenture relating to such application or request, no additional certificate or opinion need be furnished. ITEM 9. OTHER OBLIGORS. None. CONTENTS OF APPLICATION FOR QUALIFICATION. THIS APPLICATION FOR QUALIFICATION COMPRISES - (A) Pages number 1 to 32, consecutively. (B) The statement of eligibility and qualification on Form T-1 of Wells Fargo Bank Minnesota, National Association, as trustee under the indenture to be qualified (previously filed). (C) The following exhibits in addition to those filed as part of the statement of eligibility and qualification of the Trustee:
EXHIBIT NUMBER DESCRIPTION - ------- ----------- Exhibit T3A-1 Articles of Incorporation of PCI Chemicals Canada Inc./PCI Chimie Canada Inc. (formerly known as Chemicals Canada Inc./Produits Chimiques PCI Canada Inc.), as amended by Articles of Amendment, as in effect on the date of filing hereof (previously filed). Exhibit T3A-2 Form of Articles of Association of PCI Chemicals Canada Company/Societe PCI Chimie Canada to become effective as of the Effective Date (previously filed). Exhibit T3A-3 Third Restated Certificate of Incorporation of Pioneer Companies, Inc. (formerly known as Finevest Foods, Inc.), as amended by Certificate of Amendment of Third Restated Certificate of Incorporation, and in effect on the date of filing hereof (previously filed). Exhibit T3A-4 Certificate of Designations of Series A Convertible Redeemable Preferred Stock, par value $0.01 per share, of Pioneer Companies, Inc. (previously filed). Exhibit T3A-5 Form of Fourth Amended and Restated Certificate of Incorporation of Pioneer Companies, Inc., to be filed with the Secretary of State of the State of Delaware and to become effective as of the Effective Date (previously filed). Exhibit T3A-6 Certificate of Incorporation of Pioneer Corporation of America (formerly known as Pioneer Americas Acquisition Corp.), as in effect on the date of filing hereof (previously filed). Exhibit T3A-7 Form of Certificate of Conversion of Pioneer Corporation of America, to be filed with the Secretary of State of the State of Delaware and to become effective as of the Effective Date (previously filed). Exhibit T3A-8 Certificate of Incorporation of Pioneer (East), Inc., as in effect on the date of filing hereof (previously filed). Exhibit T3A-9 Form of Amended and Restated Certificate of Incorporation of Pioneer (East), Inc., to be filed with the Secretary of State of the State of Delaware and to become effective as of the Effective Date (previously filed). Exhibit T3A-10 Certificate of Incorporation of Pioneer Americas, Inc. (formerly known as Atkemix Twenty-Nine Inc.), as in effect on the date of filing hereof (previously filed). Exhibit T3A-11 Certificate of Incorporation of Pioneer Licensing, Inc., as in effect on the date of filing hereof (previously filed).
23 Exhibit T3A-12 Form of Amended and Restated Certificate of Incorporation of Pioneer Licensing, Inc., to be filed with the Secretary of State of the State of Delaware and to become effective as of the Effective Date (previously filed). Exhibit T3A-13 Articles of Incorporation of Imperial West Chemical Co., as in effect on the date of filing hereof (previously filed). Exhibit T3A-14 Form of Amended and Restated Articles of Incorporation of Imperial West Chemical Co., to be filed with the Secretary of State of the State of Nevada and to become effective as of the Effective Date (previously filed). Exhibit T3A-15 Certificate of Incorporation of Kemwater North America Company, as in effect on the date of filing hereof (previously filed). Exhibit T3A-16 Form of Amended and Restated Certificate of Incorporation of Kemwater North America Company, to be filed with the Secretary of State of the State of Delaware and to become effective as of the Effective Date (previously filed). Exhibit T3A-17 Certificate of Incorporation of Pioneer Water Technologies, Inc., as in effect on the date of filing hereof (previously filed). Exhibit T3A-18 Form of Amended and Restated Certificate of Incorporation of Pioneer Water Technologies, Inc., to be filed with the Secretary of State of the State of Delaware and to become effective as of the Effective Date (previously filed). Exhibit T3A-19 Certificate of Incorporation of KWT, Inc. (formerly known as Kemira Water Treatment, Inc.), as in effect on the date of filing hereof (previously filed). Exhibit T3A-20 Form of Amended and Restated Certificate of Incorporation of KWT, Inc., to be filed with the Secretary of State of the State of Delaware and to become effective as of the Effective Date (previously filed). Exhibit T3B-1 Bylaws of PCI Chemicals Canada Inc./PCI Chimie Canada Inc., as in effect on the date of filing hereof (previously filed). Exhibit T3B-2 Form of Memorandum of Association of PCI Chemicals Canada Company/Societe PCI Chimie Canada to become effective as of the Effective Date (previously filed). Exhibit T3B-3 Bylaws of Pioneer Companies, Inc., as in effect on the date of filing hereof (previously filed). Exhibit T3B-4 Form of Amended and Restated Bylaws of Pioneer Companies, Inc. to become effective on the Effective Date (previously filed). Exhibit T3B-5 Bylaws of Pioneer Corporation of America, as in effect on the date of filing hereof (previously filed). Exhibit T3B-6 Bylaws of Pioneer (East), Inc., as in effect on the date of filing hereof (previously filed). Exhibit T3B-7 Bylaws of Pioneer Licensing, Inc., as in effect on the date of filing hereof (previously filed).
24 Exhibit T3B-8 Bylaws of Imperial West Chemical Co., as in effect on the date of filing hereof (previously filed). Exhibit T3B-9 Bylaws of Kemwater North America Company, as in effect on the date of filing hereof (previously filed). Exhibit T3B-10 Bylaws of Pioneer Water Technologies, Inc., as in effect on the date of filing hereof (previously filed). Exhibit T3B-11 Bylaws of KWT, Inc. as in effect on the date of filing hereof (previously filed). Exhibit T3B-12 Bylaws of Pioneer Americas, Inc. as in effect on the date of filing hereof (previously filed). Exhibit T3C Form of Indenture, to be dated as of the Effective Date, between the Issuer, the Guarantors and Wells Fargo Bank Minnesota, National Association, as trustee, in the form to be qualified, including an itemized table of contents showing the articles, sections and subsections of the Indenture, together with the subject matter thereof and the pages on which they appear (previously filed). Exhibit T3D Not applicable. Exhibit T3E Amended Joint Disclosure Statement of the Applicants Pursuant to Section 1125 of the Bankruptcy Code dated September 21, 2001 (previously filed). Exhibit T3F A cross reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the 1939 Act (previously filed). Exhibit 25.1 Form T-1 qualifying Wells Fargo Bank Minnesota, National Association, as trustee under the Indenture to be qualified (previously filed).
25 SIGNATURES Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, each of the Applicants, PCI Chemicals Canada Inc./PCI Chimie Canada Inc., a corporation organized and existing under the laws of New Brunswick, Canada, Pioneer Companies, Inc., a corporation organized and existing under the laws of Delaware, Pioneer Corporation of America, a corporation organized and existing under the laws of Delaware, Pioneer East, Inc., a corporation organized and existing under the laws of Delaware, Pioneer Americas, Inc., a corporation organized and existing under the laws of Delaware, Pioneer Licensing, Inc., a corporation organized and existing under the laws of Delaware, Kemwater North America Company, a corporation organized and existing under the laws of Delaware, Imperial West Chemical Co., a corporation organized and existing under the laws of Nevada, and KWT, Inc., a corporation organized and existing under the laws of Delaware, has duly caused this Amendment No. 2 to Application on Form T-3 to be signed on its behalf by the undersigned, thereunto duly authorized, and its seal to be hereunto affixed and attested, all in the City of Houston, and State of Texas, as of the 26th day of December, 2001. PCI CHEMICALS CANADA INC./PCI CHIMIE CANADA INC. (SEAL) By: /s/ Michael J. Ferris --------------------------------- Name: Michael J. Ferris Title: President and Chief Executive Officer Attest: /s/ Kent R. Stephenson -------------------------------- Name: Kent R. Stephenson Title: Vice President, General Counsel, and Secretary (SEAL) PIONEER COMPANIES, INC. By: /s/ Michael J. Ferris --------------------------------- Name: Michael J. Ferris Title: President and Chief Executive Officer Attest: /s/ Kent R. Stephenson -------------------------------- Name: Kent R. Stephenson Title: Vice President, General Counsel, and Secretary (SEAL) PIONEER CORPORATION OF AMERICA By: /s/ Michael J. Ferris --------------------------------- Name: Michael J. Ferris Title: President and Chief Executive Officer 26 Attest: /s/ Kent R. Stephenson -------------------------------- Name: Kent R. Stephenson Title: Vice President, General Counsel, and Secretary (SEAL) PIONEER (EAST), INC. By: /s/ Kent R. Stephenson --------------------------------- Name: Kent R. Stephenson Title: President Attest: /s/ Eva Clark -------------------------------- Name: Eva Clark Title: Assistant Secretary (SEAL) PIONEER AMERICAS, INC. By: /s/ Michael J. Ferris --------------------------------- Name: Michael J. Ferris Title: President and Chief Executive Officer Attest: /s/ Kent R. Stephenson -------------------------------- Name: Kent R. Stephenson Title: Vice President, General Counsel, and Secretary (SEAL) PIONEER LICENSING, INC. By: /s/ Kent R. Stephenson --------------------------------- Name: Kent R. Stephenson Title: President Attest: /s/ Eva Clark -------------------------------- Name: Eva Clark Title: Assistant Secretary 27 (SEAL) IMPERIAL WEST CHEMICAL CO. By: /s/ Michael J. Ferris --------------------------------- Name: Michael J. Ferris Title: President Attest: /s/ Kent R. Stephenson -------------------------------- Name: Kent R. Stephenson Title: Vice President, General Counsel, and Secretary (SEAL) KEMWATER NORTH AMERICA COMPANY By: /s/ Michael J. Ferris --------------------------------- Name: Michael J. Ferris Title: President Attest: /s/ Kent R. Stephenson -------------------------------- Name: Kent R. Stephenson Title: Vice President, General Counsel, and Secretary (SEAL) PIONEER WATER TECHNOLOGIES, INC. By: /s/ Michael J. Ferris --------------------------------- Name: Michael J. Ferris Title: President Attest: /s/ Kent R. Stephenson -------------------------------- Name: Kent R. Stephenson Title: Vice President, General Counsel, and Secretary (SEAL) KWT, INC. By: /s/ Michael J. Ferris --------------------------------- Name: Michael J. Ferris Title: President 28 Attest: /s/ Kent R. Stephenson -------------------------------- Name: Kent R. Stephenson Title: Vice President, General Counsel, and Secretary 29 EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION - ------- ----------- Exhibit T3A-1 Articles of Incorporation of PCI Chemicals Canada Inc./PCI Chimie Canada Inc. (formerly known as Chemicals Canada Inc./Produits Chimiques PCI Canada Inc.), as amended by Articles of Amendment, as in effect on the date of filing hereof (previously filed). Exhibit T3A-2 Form of Articles of Association of PCI Chemicals Canada Company/Societe PCI Chimie Canada to become effective as of the Effective Date (previously filed). Exhibit T3A-3 Third Restated Certificate of Incorporation of Pioneer Companies, Inc. (formerly known as Finevest Foods, Inc.), as amended by Certificate of Amendment of Third Restated Certificate of Incorporation, and in effect on the date of filing hereof (previously filed). Exhibit T3A-4 Certificate of Designations of Series A Convertible Redeemable Preferred Stock, par value $0.01 per share, of Pioneer Companies, Inc. (previously filed). Exhibit T3A-5 Form of Fourth Amended and Restated Certificate of Incorporation of Pioneer Companies, Inc., to be filed with the Secretary of State of the State of Delaware and to become effective as of the Effective Date (previously filed). Exhibit T3A-6 Certificate of Incorporation of Pioneer Corporation of America (formerly known as Pioneer Americas Acquisition Corp.), as in effect on the date of filing hereof (previously filed). Exhibit T3A-7 Form of Certificate of Conversion of Pioneer Corporation of America, to be filed with the Secretary of State of the State of Delaware and to become effective as of the Effective Date (previously filed). Exhibit T3A-8 Certificate of Incorporation of Pioneer (East), Inc., as in effect on the date of filing hereof (previously filed). Exhibit T3A-9 Form of Amended and Restated Certificate of Incorporation of Pioneer (East), Inc., to be filed with the Secretary of State of the State of Delaware and to become effective as of the Effective Date (previously filed). Exhibit T3A-10 Certificate of Incorporation of Pioneer Americas, Inc. (formerly known as Atkemix Twenty-Nine Inc.), as in effect on the date of filing hereof (previously filed). Exhibit T3A-11 Certificate of Incorporation of Pioneer Licensing, Inc., as in effect on the date of filing hereof (previously filed). Exhibit T3A-12 Form of Amended and Restated Certificate of Incorporation of Pioneer Licensing, Inc., to be filed with the Secretary of State of the State of Delaware and to become effective as of the Effective Date (previously filed). Exhibit T3A-13 Articles of Incorporation of Imperial West Chemical Co., as in effect on the date of filing hereof (previously filed). Exhibit T3A-14 Form of Amended and Restated Articles of Incorporation of Imperial West Chemical Co., to be filed with the Secretary of State of the State of Nevada and to become effective as of the Effective Date (previously filed).
30 Exhibit T3A-15 Certificate of Incorporation of Kemwater North America Company, as in effect on the date of filing hereof (previously filed). Exhibit T3A-16 Form of Amended and Restated Certificate of Incorporation of Kemwater North America Company, to be filed with the Secretary of State of the State of Delaware and to become effective as of the Effective Date (previously filed). Exhibit T3A-17 Certificate of Incorporation of Pioneer Water Technologies, Inc., as in effect on the date of filing hereof (previously filed). Exhibit T3A-18 Form of Amended and Restated Certificate of Incorporation of Pioneer Water Technologies, Inc., to be filed with the Secretary of State of the State of Delaware and to become effective as of the Effective Date (previously filed). Exhibit T3A-19 Certificate of Incorporation of KWT, Inc. (formerly known as Kemira Water Treatment, Inc.), as in effect on the date of filing hereof (previously filed). Exhibit T3A-20 Form of Amended and Restated Certificate of Incorporation of KWT, Inc., to be filed with the Secretary of State of the State of Delaware and to become effective as of the Effective Date (previously filed). Exhibit T3B-1 Bylaws of PCI Chemicals Canada Inc./PCI Chimie Canada Inc., as in effect on the date of filing hereof (previously filed). Exhibit T3B-2 Form of Memorandum of Association of PCI Chemicals Canada Company/Societe PCI Chimie Canada to become effective as of the Effective Date (previously filed). Exhibit T3B-3 Bylaws of Pioneer Companies, Inc., as in effect on the date of filing hereof (previously filed). Exhibit T3B-4 Form of Amended and Restated Bylaws of Pioneer Companies, Inc. to become effective on the Effective Date (previously filed). Exhibit T3B-5 Bylaws of Pioneer Corporation of America, as in effect on the date of filing hereof (previously filed). Exhibit T3B-6 Bylaws of Pioneer (East), Inc., as in effect on the date of filing hereof (previously filed). Exhibit T3B-7 Bylaws of Pioneer Licensing, Inc., as in effect on the date of filing hereof (previously filed). Exhibit T3B-8 Bylaws of Imperial West Chemical Co., as in effect on the date of filing hereof (previously filed). Exhibit T3B-9 Bylaws of Kemwater North America Company, as in effect on the date of filing hereof (previously filed).
31 Exhibit T3B-10 Bylaws of Pioneer Water Technologies, Inc., as in effect on the date of filing hereof (previously filed). Exhibit T3B-11 Bylaws of KWT, Inc. as in effect on the date of filing hereof (previously filed). Exhibit T3B-12 Bylaws of Pioneer Americas, Inc. as in effect on the date of filing hereof (previously filed). Exhibit T3C Form of Indenture, to be dated as of the Effective Date, between the Issuer, the Guarantors and Wells Fargo Bank Minnesota, National Association, as trustee, in the form to be qualified, including an itemized table of contents showing the articles, sections and subsections of the Indenture, together with the subject matter thereof and the pages on which they appear (previously filed). Exhibit T3D Not applicable. Exhibit T3E Amended Joint Disclosure Statement of the Applicants Pursuant to Section 1125 of the Bankruptcy Code dated September 21, 2001 (previously filed). Exhibit T3F A cross reference sheet showing the location in the Indenture of the provisions inserted therein pursuant to Section 310 through 318(a), inclusive, of the 1939 Act (previously filed). Exhibit 25.1 Form T-1 qualifying Wells Fargo Bank Minnesota, National Association, as trustee under the Indenture to be qualified (previously filed).
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