1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 8, 1998 REGISTRATION NO. 333-41221 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- AMENDMENT NO. 1 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PCI CHEMICALS CANADA INC. (Exact name of registrant as specified in its charter) NEW BRUNSWICK, CANADA 2812 NOT APPLICABLE (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification No.) 630 WEST RENE-LEVESQUE BOULEVARD, MONTREAL, QUEBEC, H3B 1S6, (514) 397-6100 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) PIONEER AMERICAS ACQUISITION CORP. DELAWARE 06-1420850 PIONEER AMERICAS, INC. DELAWARE 76-0280373 PIONEER CHLOR ALKALI COMPANY, INC. DELAWARE 51-0302028 IMPERIAL WEST CHEMICAL CO. NEVADA 95-2375683 ALL-PURE CHEMICAL CO. CALIFORNIA 94-2314942 BLACK MOUNTAIN POWER COMPANY TEXAS 76-0291143 ALL-PURE CHEMICAL NORTHWEST, INC. WASHINGTON 94-2714064 PIONEER CHLOR ALKALI INTERNATIONAL, INC. BARBADOS 98-0118164 G.O.W. CORPORATION NEVADA 88-0336831 PIONEER (EAST), INC. DELAWARE 51-0375981 T.C. HOLDINGS, INC. NEW MEXICO 86-0311265 T.C. PRODUCTS, INC. WASHINGTON 91-1536884 PCI CAROLINA, INC. DELAWARE 76-0549506 PIONEER LICENSING, INC. DELAWARE 52-2058031 (Exact name of registrants as (State or other jurisdiction of (I.R.S. Employer specified in their charters) incorporation or organization) Identification No.) --------------- 4300 NATIONSBANK CENTER, 700 LOUISIANA STREET, HOUSTON, TEXAS 77002, (713) 225-3831 (Address, including zip code, and telephone number, including area code, of registrants' principal executive offices) --------------- KENT R. STEPHENSON, ESQ. PIONEER AMERICAS ACQUISITION CORP. 4300 NATIONSBANK CENTER 700 LOUISIANA STREET HOUSTON, TEXAS 77002 (713) 225-3831 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------- with a copy to: CORNELIUS T. FINNEGAN III, ESQ. WILLKIE FARR & GALLAGHER ONE CITICORP CENTER 153 EAST 53RD STREET NEW YORK, NEW YORK 10022 (212) 821-8000 --------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. [ ] --------------- The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. ================================================================================ 2 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS. PCI Canada is a wholly-owned subsidiary of PAAC. PAAC, which is a Delaware corporation, is empowered by the Delaware General Corporation Law, subject to the procedures and limitations stated therein, to indemnify any person against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with any threatened, pending or completed action, suit or proceeding in which such person is made a party by reason of his being or having been a director, officer, employee or agent of PAAC. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under any by-law, agreement, vote of stockholders or disinterested directors, or otherwise. The Certificate of Incorporation and by-laws of PAAC provide for indemnification of the directors and officers of such entities to the full extent permitted by the Delaware General Corporation Law. PAAC maintains an insurance policy providing for indemnification of its officers, directors and certain other persons against liabilities and expenses incurred by any of them in certain stated proceedings and under certain stated conditions. ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits *2.1 -- Asset Purchase Agreement, dated as of September 22, 1997, by and among PCI Canada, PCI Carolina, Pioneer, ICI, ICI Canada and ICI Americas (incorporated by reference to Exhibit 2 to the Company's Report on Form 10-Q, for the quarter ended September 30, 1997). *2.2 -- First Amendment to Asset Purchase Agreement, dated as of October 31, 1997, among PCI Canada, PCI Carolina, Pioneer, ICI, ICI Canada and ICI Americas (incorporated by reference to Exhibit 2(b) to the Company's Current Report on Form 8-K, dated November 5, 1997). *3.1 -- Certificate of Incorporation of PCI Canada. *3.2 -- By-laws of PCI Canada. *3.3 -- Certificate of Incorporation of PAAC (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.4 -- By-laws of PAAC (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.5 -- Certificate of Incorporation of PAI (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.6 -- By-laws of PAI (incorporated by reference to Exhibit 3.4 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.7 -- Certificate of Incorporation of PCAC (incorporated by reference to Exhibit 3.5 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.8 -- By-laws of PCAC (Incorporated by reference to Exhibit 3.6 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.9 -- Certificate of Incorporation of Imperial West (incorporated by reference to Exhibit 3.7 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). II-1 3 *3.10 -- By-laws of Imperial West (incorporated by reference to Exhibit 3.8 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.11 -- Certificate of Incorporation of All-Pure (incorporated by reference to Exhibit 3.9 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.12 -- By-laws of All-Pure (incorporated by reference to Exhibit 3.10 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.13 -- Certificate of Incorporation of Black Mountain Power Company (incorporated by reference to Exhibit 3.11 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.14 -- By-laws of Black Mountain Power Company (incorporated by reference to Exhibit 3.12 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.15 -- Certificate of Incorporation of All-Pure Chemical Northwest, Inc. (incorporated by reference to Exhibit 3.13 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.16 -- By-laws of All-Pure Chemical Northwest, Inc. (incorporated by reference to Exhibit 3.14 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.17 -- Certificate of Incorporation of Pioneer Chlor Alkali International, Inc. (incorporated by reference to Exhibit 3.15 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.18 -- By-laws of Pioneer Chlor Alkali International, Inc. (incorporated by reference to Exhibit 3.16 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.19 -- Certificate of Incorporation of G.O.W. Corporation (incorporated by reference to Exhibit 3.17 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.20 -- By-laws of G.O.W. Corporation (incorporated by reference to Exhibit 3.18 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.21 -- Certificate of Incorporation of Pioneer (East), Inc. (incorporated by reference to Exhibit 3.19 to the Company's Registration Statement on Form S-4 (File No. 333-30683) declared effective by the Commission on October 17, 1997). *3.22 -- By-laws of Pioneer (East), Inc. (incorporated by reference to Exhibit 3.20 to the Company's Registration Statement on Form S-4 (File No. 333-30683) declared effective by the Commission on October 17, 1997). *3.23 -- Certificate of Incorporation of T.C. Holdings, Inc. (incorporated by reference to Exhibit 3.21 to the Company's Registration Statement on Form S-4 (File No. 333-30683) declared effective by the Commission on October 17, 1997). *3.24 -- By-laws of T.C. Holdings, Inc. (incorporated by reference to Exhibit 3.22 to the Company's Registration Statement on Form S-4 (File No. 333-30683) declared effective by the Commission on October 17, 1997). *3.25 -- Certificate of Incorporation of T.C. Products, Inc. (incorporated by reference to Exhibit 3.23 to the Company's Registration Statement on Form S-4 (File No. 333-30683) declared effective by the Commission on October 17, 1997). *3.26 -- By-laws of T.C. Products, Inc. (incorporated by reference to Exhibit 3.24 to the Company's Registration Statement on Form S-4 (File No. 333-30683) declared effective by the Commission on October 17, 1997). *3.27 -- Certificate of Incorporation of PCI Carolina, Inc. II-2 4 *3.28 -- By-laws of PCI Carolina, Inc. *3.29 -- Certificate of Incorporation of Pioneer Licensing, Inc. *3.30 -- By-laws of Pioneer Licensing, Inc. *4.1 -- Indenture, dated as of October 30, 1997, by and among PCI Canada, the Guarantors and United States Trust Company of New York, as Trustee, relating to $175,000,000 principal amount of 9 1/4% Series A Senior Notes due 2007, including form of Note and Guarantees. 4.2 -- Deed of Hypothec, dated as of October 30, 1997, by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. 4.3 -- Affiliate Security Agreement, dated as of October 30, 1997, among PCI Carolina, Inc., Pioneer Licensing, Inc. and United States Trust Company of New York, as Collateral Agent. 4.4 -- Debenture (New Brunswick), dated October 30, 1997, by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. 4.5(a) -- Demand Debenture (Ontario), dated as of October 30, 1997, by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. 4.5(b) -- Demand Debenture (Nova Scotia), dated October 30, 1997, issued by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. 4.6(a) -- Debenture Pledge Agreement (Ontario), dated October 30, 1997, by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. 4.6(b) -- Debenture Pledge Agreement (Nova Scotia), dated October 30, 1997, by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. 4.6(c) -- Debenture Pledge Agreement (New Brunswick), dated October 30, 1997, by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. 4.7 -- Subsidiary Security Agreement, dated as of October 30, 1997, by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. *4.8(a) -- Term Loan Agreement, dated as of October 30, 1997, among PAI, PAAC, Various Financial Institutions, as Lenders, DLJ Capital Funding, Inc. as the Syndication Agent, Salomon Brothers Holding Company Inc, as the Documentation Agent, Bank of America National Trust and Savings Association, as the Administrative Agent and United States Trust Company of New York, as Collateral Agent. *4.8(b) -- Affiliate Guaranty, dated as of October 30, 1997, among the Affiliate Guarantors named therein. *4.9 -- Consent and Amendment No. 1, dated November 5, 1997, to Loan and Security Agreement, dated June 17, 1997, among PAAC, Bank of America National Trust and Savings Association, as Agent and Lender and the other Lenders Party thereto. *4.10 -- Intercreditor and Collateral Agency Agreement, dated as of October 30, 1997 by and among United States Trust Company of New York, as Trustee and Collateral Agent, Bank of America National Trust and Savings Association, as Agent, PCI Canada, PAAC and PAI. *4.11 -- Exchange and Registration Rights Agreement, dated as of October 30, 1997, by and among PCI Canada, the Guarantors and the Initial Purchasers. 5.1 -- Opinion of Willkie Farr & Gallagher. 5.2 -- Opinion of Kent R. Stephenson, Esq. 5.3 -- Opinion of Stewart McKelvey Stirling Scales, St. John, New Brunswick. 8.1 -- Opinion of Willkie Farr & Gallagher with respect to certain tax matters. 8.2 -- Opinion of Stikeman, Elliot, Montreal, Quebec with respect to certain tax matters. *10.1 -- Contingent Payment Agreement, dated as of April 20, 1995, by and among Pioneer (formerly, GEV corporation), PAAC and the Sellers defined therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Pioneer, dated April 20, 1995). II-3 5 *10.2 -- Tax Sharing Agreement, dated as of April 20, 1995, by and among Pioneer, PAAC and the Subsidiary Guarantors defined therein (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *10.3 -- Pioneer Companies, Inc. 1995 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *10.4 -- Pioneer Companies, Inc. Key Executive Stock Grant Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Pioneer for the quarterly period ended June 30, 1996). *10.5 -- Pioneer Chlor Alkali Company, Inc. Supplemental Retirement Plan (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K of Pioneer for the fiscal year ended December 31, 1995). *10.6 -- Employment Agreement, dated as of April 20, 1995, between Pioneer and Richard C. Kellogg, Jr. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Pioneer for the quarterly period ended June 30, 1995). *10.7 -- Employment Agreement, dated April 20, 1995, between Pioneer Americas, Inc. and James E. Glattly (incorporated by reference to Exhibit 10.8 to Pioneer's Annual Report on Form 10-K for the year ended December 31, 1995). *10.8 -- Employment Agreement, dated April 20, 1995, between Pioneer Americas, Inc. and Verrill M. Norwood, Jr. (incorporated by reference to Exhibit 10.9 to Pioneer's Annual Report on Form 10-K for the year ended December 31, 1995). *10.9 -- Executive Employment Agreement, dated January 4, 1997, between Pioneer Companies, Inc. and Michael J. Ferris (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 1996). *10.10 -- Stock Purchase Agreement, dated January 4, 1997, between Pioneer Companies, Inc. and Michael J. Ferris (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 1996). *10.11 -- Non-Qualified Stock Option Agreement, dated May 15, 1997, between Pioneer Companies, Inc. and Andrew M. Bursky. *10.12 -- Noncompetition Agreement, dated as of October 31, 1997, between ICI, ICI Canada, ICI Americas, PCI Canada and PCI Carolina. *12.1 -- Statement Regarding Computation of Ratio of Earnings to Fixed Charges. *16.1 -- Letter from Ernst & Young LLP regarding change in independent accountants (incorporated by reference to Exhibit 16.1 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *21.1 -- Subsidiaries of the Registrants. *23.1 -- Independent Auditors' Consent of Deloitte & Touche LLP. *23.2 -- Independent Auditors' Consent of Ernst & Young LLP. *23.3 -- Independent Auditors' Consent of Piercy, Bowler, Taylor & Kern. *23.4 -- Independent Public Accountants' Consent of Arthur Andersen LLP. *23.5 -- Independent Auditor's Consent of KPMG. 23.6 -- Consents of Willkie Farr & Gallagher (included in their opinions filed as Exhibits 5.1 and 8.1). 23.7 -- Consent of Kent R. Stephenson, Esq. (included in his opinion filed as Exhibit 5.2). II-4 6 23.8 -- Consent of Stewart McKelvey Stirling Scales, St. John, New Brunswick (included in their opinion filed as Exhibit 5.3). 23.9 -- Consent of Stikeman, Elliot, Montreal, Quebec (included in their opinion filed as Exhibit 8.2). *24.1 -- Powers of Attorney (included in the signature pages hereto). *25.1 -- Statement on Form T-1 of Eligibility of Trustee. 99.1 -- Form of Letter of Transmittal. 99.2 -- Form of Notice of Guaranteed Delivery. 99.3 -- Form of Letter to Clients. 99.4 -- Form of Letter to Nominees. - --------------- * Previously filed. (b) Financial Statement Schedules: SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS. All other schedules have been omitted because they are not applicable or not required or the required information is included in the financial statements or notes thereto. ITEM 22. UNDERTAKINGS. The undersigned Registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of PAAC's annual report pursuant to section 13(a) or section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of Registrants pursuant to the provisions, described under Item 20 above, or otherwise, the Registrants have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrants of expenses incurred or paid by a director, officer or controlling person of the Registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrants will, unless in the opinion of their counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by them is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. The undersigned Registrants hereby undertake that: (1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective. (2) For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. The undersigned Registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of II-5 7 receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. The undersigned Registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in this Registration Statement when it became effective. II-6 8 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. PCI CHEMICALS CANADA INC. By: /s/ KENT R. STEPHENSON ---------------------------------- Name: Kent R. Stephenson Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * President and Director (principal January 8, 1998 - --------------------------------------------------- executive officer) Norman E. Thogersen /s/ PHILIP J. ABLOVE Vice President, Chief Financial January 8, 1998 - --------------------------------------------------- Officer and Director (principal Philip J. Ablove financial officer) * Vice President and Controller January 8, 1998 - --------------------------------------------------- (principal accounting officer) Pierre Prud'homme * Chairman of the Board January 8, 1998 - --------------------------------------------------- Michael J. Ferris * Director January 8, 1998 - --------------------------------------------------- Raymond E. Boucher * Director January 8, 1998 - --------------------------------------------------- G.P. Donnini * By: /s/ KENT R. STEPHENSON ------------------------------------------- Kent R. Stephenson Attorney-in-fact II-7 9 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. PIONEER AMERICAS ACQUISITION CORP. By: /s/ PHILIP J. ABLOVE ---------------------------------- Name: Philip J. Ablove Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * President, Chief Executive Officer January 8, 1998 - ----------------------------------------------------- and Director (principal executive Michael J. Ferris officer) /s/ PHILIP J. ABLOVE Vice President, Chief Financial January 8, 1998 - ----------------------------------------------------- Officer and Director (principal Philip J. Ablove financial officer) * Controller (principal accounting January 8, 1998 - ----------------------------------------------------- officer) John R. Beaver * Director January 8, 1998 - ----------------------------------------------------- William R. Berkley * Director January 8, 1998 - ----------------------------------------------------- Andrew M. Bursky * Director January 8, 1998 - ----------------------------------------------------- Donald J. Donahue * Director January 8, 1998 - ----------------------------------------------------- Richard C. Kellogg, Jr. * Director January 8, 1998 - ----------------------------------------------------- Paul J. Kienholz * Director January 8, 1998 - ----------------------------------------------------- Jack H. Nusbaum * Director January 8, 1998 - ----------------------------------------------------- Thomas H. Schnitzius * By: /s/ PHILIP J. ABLOVE ------------------------------- Philip J. Ablove Attorney-in-fact II-8 10 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. PIONEER AMERICAS, INC. By: /s/ KENT R. STEPHENSON ---------------------------------- Name: Kent R. Stephenson Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * Chairman of the Board and President January 8, 1998 - --------------------------------------------------- (principal executive officer) Michael J. Ferris /s/ PHILIP J. ABLOVE Vice President, Chief Financial January 8, 1998 - --------------------------------------------------- Officer, Treasurer and Director Philip J. Ablove (principal financial officer) * Controller (principal accounting January 8, 1998 - --------------------------------------------------- officer) John R. Beaver * Director January 8, 1998 - --------------------------------------------------- William L. Mahone * By: /s/ KENT R. STEPHENSON ------------------------------------------- Kent R. Stephenson Attorney-in-fact II-9 11 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. PIONEER CHLOR ALKALI COMPANY, INC. By: /s/ KENT R. STEPHENSON ---------------------------------- Name: Kent R. Stephenson Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * President and Director (principal January 8, 1998 - --------------------------------------------------- executive officer) James E. Glattly /s/ PHILIP J. ABLOVE Vice President and Chief Financial January 8, 1998 - --------------------------------------------------- Officer and Director (principal Philip J. Ablove financial officer) * Controller (principal accounting January 8, 1998 - --------------------------------------------------- officer) John R. Beaver * Chairman of the Board January 8, 1998 - --------------------------------------------------- Michael J. Ferris * Director January 8, 1998 - --------------------------------------------------- William L. Mahone * By: /s/ KENT R. STEPHENSON ------------------------------------------- Kent R. Stephenson Attorney-in-fact II-10 12 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. IMPERIAL WEST CHEMICAL CO. By: /s/ KENT R. STEPHENSON ---------------------------------- Name: Kent R. Stephenson Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * President and Director (principal January 8, 1998 - --------------------------------------------------- executive officer) James M. Wingard /s/ PHILIP J. ABLOVE Vice President and Chief Financial January 8, 1998 - --------------------------------------------------- Officer and Director (principal Philip J. Ablove financial officer) * Controller (principal accounting January 8, 1998 - --------------------------------------------------- officer) John R. Beaver * Chairman of the Board January 8, 1998 - --------------------------------------------------- Michael J. Ferris * Director January 8, 1998 - --------------------------------------------------- William L. Mahone * By: /s/ KENT R. STEPHENSON ------------------------------------------- Kent R. Stephenson Attorney-in-fact II-11 13 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. ALL-PURE CHEMICAL CO. By: /s/ KENT R. STEPHENSON ---------------------------------- Name: Kent R. Stephenson Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * President and Director (principal January 8, 1998 - --------------------------------------------------- executive officer) Ronald E. Ciora /s/ PHILIP J. ABLOVE Vice President and Chief Financial January 8, 1998 - --------------------------------------------------- Officer and Director (principal Philip J. Ablove financial officer) * Controller (principal accounting January 8, 1998 - --------------------------------------------------- officer) John R. Beaver * Chairman of the Board January 8, 1998 - --------------------------------------------------- Michael J. Ferris * Director January 8, 1998 - --------------------------------------------------- William L. Mahone * By: /s/ KENT R. STEPHENSON ------------------------------------------- Kent R. Stephenson Attorney-in-fact II-12 14 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. BLACK MOUNTAIN POWER COMPANY By: /s/ KENT R. STEPHENSON ---------------------------------- Name: Kent R. Stephenson Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * President and Director (principal January 8, 1998 - --------------------------------------------------- executive officer) Terry K. Graves /s/ PHILIP J. ABLOVE Vice President and Chief Financial January 8, 1998 - --------------------------------------------------- Officer and Director (principal Philip J. Ablove financial officer) * Controller (principal accounting January 8, 1998 - --------------------------------------------------- officer) John R. Beaver * Chairman of the Board January 8, 1998 - --------------------------------------------------- Michael J. Ferris * Director January 8, 1998 - --------------------------------------------------- James E. Glattly * By: /s/ KENT R. STEPHENSON ------------------------------------------- Kent R. Stephenson Attorney-in-fact II-13 15 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. ALL-PURE CHEMICAL NORTHWEST, INC. By: /s/ KENT R. STEPHENSON ---------------------------------- Name: Kent R. Stephenson Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * President and Director (principal January 8, 1998 - --------------------------------------------------- executive officer) Ronald E. Ciora /s/ PHILIP J. ABLOVE Vice President and Chief Financial January 8, 1998 - --------------------------------------------------- Officer and Director (principal Philip J. Ablove financial officer) * Controller (principal accounting January 8, 1998 - --------------------------------------------------- officer) John R. Beaver * Chairman of the Board January 8, 1998 - --------------------------------------------------- Michael J. Ferris * By: /s/ KENT R. STEPHENSON ------------------------------------------- Kent R. Stephenson Attorney-in-fact II-14 16 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. PIONEER CHLOR ALKALI INTERNATIONAL, INC. By: /s/ KENT R. STEPHENSON ---------------------------------------- Name: Kent R. Stephenson Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * Chairman of the Board (principal January 8, 1998 - --------------------------------------------------- executive officer) Michael J. Ferris /s/ PHILIP J. ABLOVE Vice President (principal financial January 8, 1998 - --------------------------------------------------- officer) Philip J. Ablove * Controller (principal accounting January 8, 1998 - --------------------------------------------------- officer) John R. Beaver * Director January 8, 1998 - --------------------------------------------------- David F. Callaghan * Director January 8, 1998 - --------------------------------------------------- James A. Fields * Director January 8, 1998 - --------------------------------------------------- David A. Leslie * By: /s/ KENT R. STEPHENSON ------------------------------------------- Kent R. Stephenson Attorney-in-fact II-15 17 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. G. O. W. CORPORATION By: /s/ KENT R. STEPHENSON ---------------------------------- Name: Kent R. Stephenson Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- <->Y * President and Director (principal January 8, 1998 - --------------------------------------------------- executive officer) Terry K. Graves /s/ PHILIP J. ABLOVE Vice President and Chief Financial January 8, 1998 - --------------------------------------------------- Officer (principal financial Philip J. Ablove officer) * Controller (principal accounting January 8, 1998 - --------------------------------------------------- officer) John R. Beaver * By: /s/ KENT R. STEPHENSON ------------------------------------------- Kent R. Stephenson Attorney-in-fact II-16 18 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. PIONEER (EAST), INC. By: /s/ KENT R. STEPHENSON ---------------------------------- Name: Kent R. Stephenson Title: President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ KENT R. STEPHENSON President, Secretary and Chairman of January 8, 1998 - --------------------------------------------------- the Board (principal executive Kent R. Stephenson officer) * Treasurer and Director (principal January 8, 1998 - --------------------------------------------------- financial and accounting officer) Robert C. Williams * Director January 8, 1998 - --------------------------------------------------- Victoria L. Garrett * By: /s/ KENT R. STEPHENSON ------------------------------------------- Kent R. Stephenson Attorney-in-fact II-17 19 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. T.C. HOLDINGS, INC. By: /s/ KENT R. STEPHENSON ---------------------------------- Name: Kent R. Stephenson Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * President and Director (principal January 8, 1998 - --------------------------------------------------- executive officer) Ronald E. Ciora /s/ PHILIP J. ABLOVE Vice President and Chief Financial January 8, 1998 - --------------------------------------------------- Officer and Director (principal Philip J. Ablove financial officer) * Controller (principal accounting January 8, 1998 - --------------------------------------------------- officer) John R. Beaver * Chairman of the Board January 8, 1998 - --------------------------------------------------- Michael J. Ferris * Director January 8, 1998 - --------------------------------------------------- William L. Mahone * By: /s/ KENT R. STEPHENSON ------------------------------------------- Kent R. Stephenson Attorney-in-fact II-18 20 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. T.C. PRODUCTS, INC. By: /s/ KENT R. STEPHENSON ---------------------------------- Name: Kent R. Stephenson Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * President and Director (principal January 8, 1998 - --------------------------------------------------- executive officer) Ronald E. Ciora /s/ PHILIP J. ABLOVE Vice President and Chief Financial January 8, 1998 - --------------------------------------------------- Officer and Director (principal Philip J. Ablove financial officer) * Controller (principal accounting January 8, 1998 - --------------------------------------------------- officer) John R. Beaver * Chairman of the Board January 8, 1998 - --------------------------------------------------- Michael J. Ferris * Director January 8, 1998 - --------------------------------------------------- William L. Mahone * By: /s/ KENT R. STEPHENSON ------------------------------------------- Kent R. Stephenson Attorney-in-fact II-19 21 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. PCI CAROLINA, INC. By: /s/ KENT R. STEPHENSON ---------------------------------- Name: Kent R. Stephenson Title: Vice President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- * President and Director January 8, 1998 - --------------------------------------------------- (principal executive officer) Norman E. Thogersen /s/ PHILIP J. ABLOVE Vice President, Chief Financial January 8, 1998 - --------------------------------------------------- Officer and Director Philip J. Ablove (principle financial and accounting Officer) * Chairman of the Board January 8, 1998 - --------------------------------------------------- Michael J. Ferris * Director January 8, 1998 - --------------------------------------------------- G. P. Donnini * By: /s/ KENT R. STEPHENSON ------------------------------------------- Kent R. Stephenson Attorney-in-fact II-20 22 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on the 8th day of January, 1998. PIONEER LICENSING, INC. By: /s/ KENT R. STEPHENSON ---------------------------------- Name: Kent R. Stephenson Title: President Pursuant to the requirements of the Securities Act of 1933, this amendment to the Registration Statement has been signed by the following persons in the capacities and on the dates indicated. SIGNATURE TITLE DATE --------- ----- ---- /s/ KENT R. STEPHENSON President, Secretary and Chairman of January 8, 1998 - --------------------------------------------------- the Board (principal executive Kent R. Stephenson officer) * Treasurer and Director (principal January 8, 1998 - --------------------------------------------------- financial and accounting officer) Robert C. Williams * Director January 8, 1998 - --------------------------------------------------- Victoria L. Garrett * By: /s/ KENT R. STEPHENSON ------------------------------------------- Kent R. Stephenson Attorney-in-fact II-21 23 SCHEDULE II PIONEER AMERICAS ACQUISITION CORP. VALUATION AND QUALIFYING ACCOUNTS (IN THOUSANDS) BALANCE AT CHARGED TO BALANCE AT BEGINNING COSTS AND END OF DESCRIPTION OF PERIOD EXPENSE ADDITIONS DEDUCTIONS PERIOD ----------- ---------- ---------- --------- ---------- ---------- Year Ended December 31, 1996: Allowance for doubtful accounts....... $1,424 $ -- $ -- $(113)(A) $1,311 Year Ended December 31, 1995: Allowance for doubtful accounts....... -- 138 1,416(B) (130)(A) 1,424 - --------------- (A) Uncollectible accounts written off, net of recoveries. (B) Allowance balance established on April 20, 1995 in connection with the acquisition of Pioneer Americas, Inc. PIONEER AMERICAS, INC. VALUATION AND QUALIFYING ACCOUNTS (IN THOUSANDS) BALANCE AT CHARGED TO BALANCE AT BEGINNING COSTS AND END OF DESCRIPTION OF PERIOD EXPENSE ADDITIONS DEDUCTIONS PERIOD ----------- ---------- ---------- --------- ---------- ---------- Period from January 1, 1995 through April 20, 1995: Allowance for doubtful accounts....... $2,038 $ 47 $ -- $(169)(A) $1,916 Year ended December 31, 1994: Allowance for doubtful accounts....... 521 1,235 300(B) (18)(A) 2,038 - --------------- (A) Uncollectible accounts written off, net of recoveries. (B) Allowance balance established in May 1994 in connection with the acquisition of GPS. 24 EXHIBIT INDEX EXHIBIT DESCRIPTION ------- ----------- *2.1 -- Asset Purchase Agreement, dated as of September 22, 1997, by and among PCI Canada, PCI Carolina, Pioneer, ICI, ICI Canada and ICI Americas (incorporated by reference to Exhibit 2 to the Company's Report on Form 10-Q, for the quarter ended September 30, 1997). *2.2 -- First Amendment to Asset Purchase Agreement, dated as of October 31, 1997, among PCI Canada, PCI Carolina, Pioneer, ICI, ICI Canada and ICI Americas (incorporated by reference to Exhibit 2(b) to the Company's Current Report on Form 8-K, dated November 5, 1997). *3.1 -- Certificate of Incorporation of PCI Canada. *3.2 -- By-laws of PCI Canada. *3.3 -- Certificate of Incorporation of PAAC (incorporated by reference to Exhibit 3.1 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.4 -- By-laws of PAAC (incorporated by reference to Exhibit 3.2 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.5 -- Certificate of Incorporation of PAI (incorporated by reference to Exhibit 3.3 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.6 -- By-laws of PAI (incorporated by reference to Exhibit 3.4 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.7 -- Certificate of Incorporation of PCAC (incorporated by reference to Exhibit 3.5 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.8 -- By-laws of PCAC (Incorporated by reference to Exhibit 3.6 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.9 -- Certificate of Incorporation of Imperial West (incorporated by reference to Exhibit 3.7 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.10 -- By-laws of Imperial West (incorporated by reference to Exhibit 3.8 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.11 -- Certificate of Incorporation of All-Pure (incorporated by reference to Exhibit 3.9 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.12 -- By-laws of All-Pure (incorporated by reference to Exhibit 3.10 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.13 -- Certificate of Incorporation of Black Mountain Power Company (incorporated by reference to Exhibit 3.11 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.14 -- By-laws of Black Mountain Power Company (incorporated by reference to Exhibit 3.12 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). 25 EXHIBIT DESCRIPTION ------- ----------- *3.15 -- Certificate of Incorporation of All-Pure Chemical Northwest, Inc. (incorporated by reference to Exhibit 3.13 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.16 -- By-laws of All-Pure Chemical Northwest, Inc. (incorporated by reference to Exhibit 3.14 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.17 -- Certificate of Incorporation of Pioneer Chlor Alkali International, Inc. (incorporated by reference to Exhibit 3.15 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.18 -- By-laws of Pioneer Chlor Alkali International, Inc. (incorporated by reference to Exhibit 3.16 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.19 -- Certificate of Incorporation of G.O.W. Corporation (incorporated by reference to Exhibit 3.17 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.20 -- By-laws of G.O.W. Corporation (incorporated by reference to Exhibit 3.18 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *3.21 -- Certificate of Incorporation of Pioneer (East), Inc. (incorporated by reference to Exhibit 3.19 to the Company's Registration Statement on Form S-4 (File No. 333-30683) declared effective by the Commission on October 17, 1997). *3.22 -- By-laws of Pioneer (East), Inc. (incorporated by reference to Exhibit 3.20 to the Company's Registration Statement on Form S-4 (File No. 333-30683) declared effective by the Commission on October 17, 1997). *3.23 -- Certificate of Incorporation of T.C. Holdings, Inc. (incorporated by reference to Exhibit 3.21 to the Company's Registration Statement on Form S-4 (File No. 333-30683) declared effective by the Commission on October 17, 1997). *3.24 -- By-laws of T.C. Holdings, Inc. (incorporated by reference to Exhibit 3.22 to the Company's Registration Statement on Form S-4 (File No. 333-30683) declared effective by the Commission on October 17, 1997). *3.25 -- Certificate of Incorporation of T.C. Products, Inc. (incorporated by reference to Exhibit 3.23 to the Company's Registration Statement on Form S-4 (File No. 333-30683) declared effective by the Commission on October 17, 1997). *3.26 -- By-laws of T.C. Products, Inc. (incorporated by reference to Exhibit 3.24 to the Company's Registration Statement on Form S-4 (File No. 333-30683) declared effective by the Commission on October 17, 1997). *3.27 -- Certificate of Incorporation of PCI Carolina, Inc. *3.28 -- By-laws of PCI Carolina, Inc. *3.29 -- Certificate of Incorporation of Pioneer Licensing, Inc. *3.30 -- By-laws of Pioneer Licensing, Inc. *4.1 -- Indenture, dated as of October 30, 1997, by and among PCI Canada, the Guarantors and United States Trust Company of New York, as Trustee, relating to $175,000,000 principal amount of 9 1/4% Series A Senior Notes due 2007, including form of Note and Guarantees. 4.2 -- Deed of Hypothec, dated as of October 30, 1997, by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. 26 4.3 -- Affiliate Security Agreement, dated as of October 30, 1997, among PCI Carolina, Inc., Pioneer Licensing, Inc. and United States Trust Company of New York, as Collateral Agent. 4.4 -- Debenture (New Brunswick), dated October 30, 1997, by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. 4.5(a) -- Demand Debenture (Ontario), dated as of October 30, 1997, by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. 4.5(b) -- Demand Debenture (Nova Scotia), dated October 30, 1997, issued by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. 4.6(a) -- Debenture Pledge Agreement (Ontario), dated October 30, 1997, by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. 4.6(b) -- Debenture Pledge Agreement (Nova Scotia), dated October 30, 1997, by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. 4.6(c) -- Debenture Pledge Agreement (New Brunswick), dated October 30, 1997, by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. 4.7 -- Subsidiary Security Agreement, dated as of October 30, 1997, by PCI Canada in favor of United States Trust Company of New York, as Collateral Agent. *4.8(a) -- Term Loan Agreement, dated as of October 30, 1997, among PAI, PAAC, Various Financial Institutions, as Lenders, DLJ Capital Funding, Inc. as the Syndication Agent, Salomon Brothers Holding Company Inc, as the Documentation Agent, Bank of America National Trust and Savings Association, as the Administrative Agent and United States Trust Company of New York, as Collateral Agent. *4.8(b) -- Affiliate Guaranty, dated as of October 30, 1997, among the Affiliate Guarantors named therein. *4.9 -- Consent and Amendment No. 1, dated November 5, 1997, to Loan and Security Agreement, dated June 17, 1997, among PAAC, Bank of America National Trust and Savings Association, as Agent and Lender and the other Lenders Party thereto. *4.10 -- Intercreditor and Collateral Agency Agreement, dated as of October 30, 1997 by and among United States Trust Company of New York, as Trustee and Collateral Agent, Bank of America National Trust and Savings Association, as Agent, PCI Canada, PAAC and PAI. *4.11 -- Exchange and Registration Rights Agreement, dated as of October 30, 1997, by and among PCI Canada, the Guarantors and the Initial Purchasers. 5.1 -- Opinion of Willkie Farr & Gallagher. 5.2 -- Opinion of Kent R. Stephenson, Esq. 5.3 -- Opinion of Stewart McKelvey Stirling Scales, St. John, New Brunswick. 8.1 -- Opinion of Willkie Farr & Gallagher with respect to certain tax matters. 8.2 -- Opinion of Stikeman, Elliot, Montreal, Quebec with respect to certain tax matters. *10.1 -- Contingent Payment Agreement, dated as of April 20, 1995, by and among Pioneer (formerly, GEV corporation), PAAC and the Sellers defined therein (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Pioneer, dated April 20, 1995). *10.2 -- Tax Sharing Agreement, dated as of April 20, 1995, by and among Pioneer, PAAC and the Subsidiary Guarantors defined therein (incorporated by reference to Exhibit 10.3 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). 27 EXHIBIT DESCRIPTION ------- ----------- *10.3 -- Pioneer Companies, Inc. 1995 Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *10.4 -- Pioneer Companies, Inc. Key Executive Stock Grant Plan (incorporated by reference to Exhibit 10.2 to the Quarterly Report on Form 10-Q of Pioneer for the quarterly period ended June 30, 1996). *10.5 -- Pioneer Chlor Alkali Company, Inc. Supplemental Retirement Plan (incorporated by reference to Exhibit 10.5 to the Annual Report on Form 10-K of Pioneer for the fiscal year ended December 31, 1995). *10.6 -- Employment Agreement, dated as of April 20, 1995, between Pioneer and Richard C. Kellogg, Jr. (incorporated by reference to Exhibit 10.1 to the Quarterly Report on Form 10-Q of Pioneer for the quarterly period ended June 30, 1995). *10.7 -- Employment Agreement, dated April 20, 1995, between Pioneer Americas, Inc. and James E. Glattly (incorporated by reference to Exhibit 10.8 to Pioneer's Annual Report on Form 10-K for the year ended December 31, 1995). *10.8 -- Employment Agreement, dated April 20, 1995, between Pioneer Americas, Inc. and Verrill M. Norwood, Jr. (incorporated by reference to Exhibit 10.9 to Pioneer's Annual Report on Form 10-K for the year ended December 31, 1995). *10.9 -- Executive Employment Agreement, dated January 4, 1997, between Pioneer Companies, Inc. and Michael J. Ferris (incorporated by reference to Exhibit 10.10 to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 1996). *10.10 -- Stock Purchase Agreement, dated January 4, 1997, between Pioneer Companies, Inc. and Michael J. Ferris (incorporated by reference to Exhibit 10.11 to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 1996). *10.11 -- Non-Qualified Stock Option Agreement, dated May 15, 1997, between Pioneer Companies, Inc. and Andrew M. Bursky. *10.12 -- Noncompetition Agreement, dated as of October 31, 1997, between ICI, ICI Canada, ICI Americas, PCI Canada and PCI Carolina. *12.1 -- Statement Regarding Computation of Ratio of Earnings to Fixed Charges. *16.1 -- Letter from Ernst & Young LLP regarding change in independent accountants (incorporated by reference to Exhibit 16.1 to the Company's Registration Statement on Form S-4 (File No. 33-98828) declared effective by the Commission on December 22, 1995). *21.1 -- Subsidiaries of the Registrants. *23.1 -- Independent Auditors' Consent of Deloitte & Touche LLP. *23.2 -- Independent Auditors' Consent of Ernst & Young LLP. *23.3 -- Independent Auditors' Consent of Piercy, Bowler, Taylor & Kern. *23.4 -- Independent Public Accountants' Consent of Arthur Andersen LLP. *23.5 -- Independent Auditor's Consent of KPMG. 23.6 -- Consents of Willkie Farr & Gallagher (included in their opinions filed as Exhibits 5.1 and 8.1). 28 EXHIBIT DESCRIPTION ------- ----------- 23.7 -- Consent of Kent R. Stephenson, Esq. (included in his opinion filed as Exhibit 5.2). 23.8 -- Consent of Stewart McKelvey Stirling Scales, St. John, New Brunswick (included in their opinion filed as Exhibit 5.3). 23.9 -- Consent of Stikeman, Elliot, Montreal, Quebec (included in their opinion filed as Exhibit 8.2). *24.1 -- Powers of Attorney (included in the signature pages hereto). *25.1 -- Statement on Form T-1 of Eligibility of Trustee. 99.1 -- Form of Letter of Transmittal. 99.2 -- Form of Notice of Guaranteed Delivery. 99.3 -- Form of Letter to Clients. 99.4 -- Form of Letter to Nominees. - --------------- * Previously filed.