In addition, Pioneer has established the exchange price for each $1,000 principal amount of each series of Old Notes for which Pioneer is making the Exchange Offers. The exchange price is as follows:
Series Cusip Number Exchange price ------------------------------------ ------------ -------------- 8 1/4% Senior Notes due 2007 701018 AB 9 $1,139.88 9-5/8% Senior Notes due April 1, 2010 723787 AC 1 $1,259.83 7.50% Senior Notes due 2012 723787 AD 9 $1,157.08
The exchange price for the Old Notes was determined in accordance with the formulas set forth in the supplement dated June 25, 2004, to the Exchange Circular dated June 10, 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 if certain investment grade ratings are achieved.
The terms of the Exchange Offers are described in Pioneer's Exchange Circular dated June 10, 2004, as supplemented on June 25, 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 supplement, and questions regarding the Exchange Offers, may be directed to D.F. King & Co., Inc. at 1-800-859-8509 (U.S. 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, as supplemented on June 25, 2004.
Neither the United States 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 or supplement. 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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