In addition, Pioneer has established the early exchange price for each $1,000 principal amount of each series of old notes for which Pioneer is making the Exchange Offers. The early exchange price, which includes the early exchange payment, is as follows:
Early Exchange Series Cusip Number Price ------------------------------------- ------------- ------------------ 8 1/4% Senior Notes due 2007 701018 AB 9 $1,127.61 9-5/8% Senior Notes due April 1, 2010 723787 AC 1 $1,234.76 7.50% Senior Notes due 2012 723787 AD 9 $1,135.07
To encourage holders to tender early, Pioneer is offering the early exchange price, including the early exchange payment, to holders who validly tender their old notes before 5:00 p.m., New York City time, on Thursday, June 24, 2004. The Exchange Offers expire at 12:00 midnight, New York City time, on Friday, July 9, 2004, unless extended.
In connection with the Exchange Offers for the 9-5/8% Senior Notes due April 1, 2010 (the "9-5/8% Notes") and the 7.50% Senior Notes due 2012 (the "7.50% Notes"), Pioneer is soliciting consents to proposed amendments to the supplemental indentures governing the 9-5/8% Notes and the 7.50% Notes. The proposed amendments will permanently remove substantially all of the operating restrictions with respect to these notes.
Timothy L. Dove, Executive Vice President and Chief Financial Officer, stated, "Although Pioneer is soliciting consents to proposed amendments to remove operating restrictions in the 9-5/8% Notes and the 7.50% Notes, these restrictions currently do not apply to Pioneer because these notes have investment grade ratings. Pioneer remains committed to maintaining its investment grade ratings."
The terms of the Exchange Offers are described in Pioneer's Exchange Circular dated June 10, 2004. The Bank of New York is the exchange agent for the Exchange Offers and will be the trustee under the New Notes. D.F. King & Co., Inc. is the information agent for the Exchange Offers. Requests for copies of the Exchange Circular and questions regarding the Exchange Offers may be directed to D.F. King & Co., Inc. at 1-800-859-8509 (US toll-free). Deutsche Bank Securities Inc. is Pioneer's lead financial advisor for the Exchange Offers, and Citigroup Global Markets Inc. and Credit Suisse First Boston LLC are co-financial advisors.
This announcement is not an offer to exchange, a solicitation of an offer to exchange or a solicitation of consent with respect to any securities. The Exchange Offers are being made solely by the Exchange Circular dated June 10, 2004.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of the Exchange Circular. Any representation to the contrary is a criminal offense.
The Exchange Offers are not being made to, nor will Pioneer accept tenders of Old Notes from, holders in any jurisdiction in which the Exchange Offers or the acceptance thereof would not be in compliance with the securities or blue sky laws of such jurisdiction.
The New Notes have not been and will not be registered under the Securities Act of 1933. Pioneer is making the Exchange Offers in reliance on the exemption from the registration requirements of the Securities Act of 1933 afforded by Section 3(a)(9) thereof.
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