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                                                                     EXHIBIT 2.2

                         UNITED STATES BANKRUPTCY COURT

                           SOUTHERN DISTRICT OF TEXAS

                                HOUSTON DIVISION

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                                     :
IN RE:                               :        CHAPTER 11
                                     :
PIONEER COMPANIES, INC.,             :
PIONEER CORPORATION OF AMERICA,      :
IMPERIAL WEST CHEMICAL CO.,          :
KEMWATER NORTH AMERICA CO.,          :
PCI CHEMICALS CANADA INC./PCI        :        CASE NO. 01-38259-H3-11
CHIMIE CANADA INC.,                  :
PIONEER AMERICAS, INC.,              :
PIONEER (EAST), INC.,                :
PIONEER WATER TECHNOLOGIES, INC.,    :
PIONEER LICENSING, INC., AND         :
KWT, INC.,                           :
                                     :
           DEBTORS.                  :        JOINTLY ADMINISTERED
                                     :
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            ORDER (i) APPROVING DISCLOSURE STATEMENT; (ii) APPROVING
                FORM OF BALLOTS, AND SOLICITATION AND TABULATION
          PROCEDURES; (iii) FIXING DATE, TIME, AND PLACE FOR A HEARING
              TO CONSIDER CONFIRMATION OF PLAN OF REORGANIZATION;
             (iv) FIXING DATE, TIME AND PLACE FOR VOTING ON PLAN OF
           REORGANIZATION; (v) FIXING LAST DATE FOR FILING OBJECTIONS
            TO PLAN OF REORGANIZATION; AND (vi) PRESCRIBING THE FORM
                          AND MANNER OF NOTICE THEREOF

            A hearing having been held on September 21, 2001 (the "Hearing") to
consider the motion ("Motion") filed by Pioneer Companies, Inc. and nine (9) of
its direct and indirect wholly-owned subsidiaries (collectively, the "Debtors"),
as debtors and debtors in possession, seeking, inter alia, approval pursuant to
section 1125 of title 11 of the United States Code (the "Bankruptcy Code") of
the proposed Debtors' Joint Disclosure Statement Pursuant to Section 1125 of the
Bankruptcy Code heretofore filed with the Court and approval of certain forms of
ballots and solicitation and tabulation procedures with respect to confirmation
of the Debtors'
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Amended Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code (as
modified and amended, the "Plan");(1) and it appearing from the certificates of
service and/or affidavits of service on file with this Court that proper and
timely notice of the Hearing has been given; and it appearing that notice was
adequate and sufficient and that no further notice is required; and the
appearances of all interested parties having been duly noted on the record of
the Hearing; and it appearing that no objections were filed to the Disclosure
Statement or the Motion; and the Debtors having made the conforming additions,
changes, corrections and deletions to the Disclosure Statement necessary to
comport with the record of the Hearing and the agreements reached with certain
parties, a copy of which revised Disclosure Statement is attached hereto as
Exhibit A (the "Disclosure Statement"); and upon the Motion, the Disclosure
Statement, the record of the Hearing and all of the proceedings heretofore had
before the Court and after due deliberation, and sufficient cause appearing
therefor; it is

            ORDERED, FOUND AND DETERMINED THAT:

            1.    The Disclosure Statement contains adequate information within
the meaning of section 1125 of the Bankruptcy Code.

            2.    The Disclosure Statement and the Motion are hereby approved.

            3.    The forms of ballots annexed hereto as Exhibit B and Exhibit C
are hereby approved.

            4.    The Debtors shall mail a ballot, substantially in the form of
the ballots annexed hereto as Exhibit B, to each holder of a claim in the
classes entitled to vote under the Plan (the "Individual Ballots"); provided,
however, that the Individual Ballots for holders of


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(1) All capitalized terms that are not defined herein shall have the meaning
    ascribed to them in the Plan.


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claims based on the 9 -1/4% Senior Secured Notes due June 2007 (the "PCA Senior
Notes") (CUSIP NO. 723551-AF-4) and the 9 -1/4% Senior Secured Notes due October
2007 (the "PCICC Senior Notes") (CUSIP NO. 693204-AB-5), shall not be mailed
directly to the beneficial holders of such notes, as described more fully
herein.

            5.    With respect to the PCA Senior Notes and PCICC Senior Notes,
United States Trust Company of New York is the trustee and collateral agent (the
"Senior Notes Trustee") and the records maintained by the Senior Notes Trustee
or the Depository Trust Company reflect the brokers, dealers, commercial banks,
trust companies or other nominees (collectively, the "Nominee Holders") through
which many of the beneficial owners (collectively, the "Beneficial Holders")
hold the PCA Senior Notes and the PCICC Senior Notes, although in some
instances, the beneficial owners of the PCA Senior Notes and PCICC Senior Notes
may also be the record owner of such notes. To the extent applicable, the
Debtors shall mail ballots, substantially in the form annexed hereto as Exhibit
C (the "Master Ballots"), to each of the Nominee Holders for the purpose of
summarizing the votes of their respective Beneficial Holders. Hereinafter, the
Individual Ballots and Master Ballots shall be referred to collectively as the
"Ballots."

            6.    Further, the Court hereby directs as follows:

                  (a)   the Nominee Holders shall forward the Solicitation
                        Package (as defined below) or copies thereof (including
                        a return envelope provided by and addressed to the
                        Nominee Holders and including the Individual Ballots
                        described above) to the Beneficial Holders within three
                        (3) business days of the receipt of such Solicitation
                        Package by the Nominee Holders;

                  (b)   the Beneficial Holders shall return the Individual
                        Ballots to the respective Nominee Holders prior to the
                        Voting Deadline (defined below);



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                  (c)   the Nominee Holders shall summarize the votes of their
                        respective Beneficial Holders on the Master Ballots, in
                        accordance with the instructions for the Master Ballots;

                  (d)   the Nominee Holders shall return the Master Ballots to
                        the Balloting Agent on or before the Voting Deadline;
                        and

                  (e)   the Debtors shall provide the Nominee Holders with
                        sufficient copies of the Solicitation Package to forward
                        to the Beneficial Holders.

            7.    For voting purposes, September 7, 2001 shall be the "Voting
Record Date" with respect to holders of claims entitled to vote under the Plan.
It should be noted that the establishment of this Voting Record Date is for
voting purposes only and shall have no preclusive effect with regard to who is
entitled to receive distributions under the Plan.

            8.    As set forth in detail in the Plan and the Disclosure
Statement, (a) Classes 1, 2 and 6 are unimpaired and, accordingly, deemed to
have accepted the Plan pursuant to section 1126(f) of the Bankruptcy Code; (b)
Classes 10 and 11 are receiving no distributions under the Plan and, thus,
deemed to have rejected the Plan pursuant to section 1126(g) of the Bankruptcy
Code; and (c) Classes 3, 4, 5, 7, 8 and 9 are impaired and receiving
distributions under the Plan and, therefore, the Debtors will solicit
acceptances from holders of claims in these Classes only. Hereinafter, Classes
3, 4, 5, 7, 8 and 9 shall be referred to as the "Voting Classes" and Classes 1,
2, 6, 10 and 11 shall be referred to as the "Non-Voting Classes."

            9.    On or before October 1, 2001, the Debtors shall mail the
following solicitation materials (collectively, a "Solicitation Package") to
each of the Deliverees (as hereinafter defined):

                  (a)   the Plan;

                  (b)   the Disclosure Statement;

                  (c)   the Disclosure Statement Order;



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                  (d)   notice of the approval of the Disclosure Statement, the
                        dates fixed by the Court as the Voting Record Date and
                        the Voting Deadline (as defined below), the last date
                        for filing objections to confirmation of the Plan, and
                        the scheduling of the confirmation hearing, in
                        substantially the form attached hereto as Exhibit D (the
                        "Confirmation Hearing Notice");

                  (e)   appropriate Ballot(s) and voting instructions; and

                  (f)   a pre-addressed return envelope.

            10.   The Debtors shall serve the Solicitation Packages on the
following holders of claims in the Voting Classes under the Plan (the
"Deliverees"):

                  (a)   holders of claims, as of the Voting Record Date, that
                        are listed in the Debtors' Schedules of Assets and
                        Liabilities in an amount greater than $0.00 and not
                        scheduled as contingent, unliquidated or disputed
                        (excluding scheduled claims that have been superseded by
                        filed proofs of claim); provided, however, that the
                        assignee of a transferred and assigned scheduled claim
                        shall be permitted to vote such claim only if (i) such
                        claim was listed in the Debtors' Schedules of Assets and
                        Liabilities as not contingent, unliquidated or disputed,
                        and (ii) notice of the transfer has been received and
                        docketed by the Balloting Agent as of the Record Date or
                        such assignee includes proof of assignment with the
                        executed Ballot;

                  (b)   subject to subsection (c) below, holders of liquidated
                        claims, as of the Voting Record Date, that are the
                        subject of filed proofs of claim which have not been
                        disallowed, disqualified or suspended prior to the
                        Voting Record Date and which are not the subject of a
                        pending objection on the Voting Record Date (unless, on
                        or before the Voting Record Date, a final order is
                        entered temporarily allowing such claim for voting
                        purposes); provided, however, that the assignee of a
                        transferred and assigned proof of claim shall be
                        permitted to vote such claim only if (i) the proof of
                        claim has not been disallowed, disqualified or suspended
                        prior to the Voting Record Date and such claim is not
                        the subject of a pending objection on the Voting Record
                        Date (unless, on or before the Voting Record Date, a
                        final order is entered temporarily allowing such claim
                        for voting purposes), and (ii) notice of the transfer
                        has been received and docketed by the Balloting Agent as
                        of the Record Date or such assignee includes proof of
                        assignment with the executed Ballot; and

                  (c)   with respect to the PCA Senior Notes and PCICC Senior
                        Notes, the Nominee and/or Beneficial Holders (as
                        applicable) reflected in the


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                        records of the Senior Notes Trustee or the Depository
                        Trust Company as of the Voting Record Date; provided,
                        however, that the Debtors shall provide the Nominee
                        Holders with sufficient copies of the Solicitation
                        Packages to enable the Nominee Holders to distribute the
                        Solicitation Packages to the Beneficial Holders.

            11.   Rather than mail a Solicitation Package to the parties listed
below, the Debtors shall mail a Notice of Non-Voting Status, substantially in
the form attached hereto as Exhibit E, which includes a brief summary of the
Plan and sets forth the manner in which a copy of the Plan and Disclosure
Statement may be obtained, to the following:

                  (a)   holders of claims and interests in the Non-Voting
                        Classes;

                  (b)   all known parties to executory contracts and unexpired
                        leases who do not hold filed or scheduled claims
                        (excluding claims scheduled as contingent, unliquidated
                        or disputed);

                  (c)   holders of claims, as of the Voting Record Date, that
                        are listed in the Debtors' Schedules of Assets and
                        Liabilities as contingent, unliquidated and/or disputed
                        (excluding scheduled claims that have been superseded by
                        filed proofs of claim);

                  (d)   holders of claims, as of the Voting Record Date, that
                        are scheduled in the amount of $0.00 in the Debtors'
                        Schedule of Assets and Liabilities (excluding scheduled
                        claims that have been superseded by filed proofs of
                        claim);

                  (e)   holders of unliquidated claims, as of the Voting Record
                        Date, that are the subject of filed proofs of claim
                        (unless, on or before the Voting Record Date, a final
                        order is entered temporarily allowing such claim for
                        voting purposes); and

                  (f)   holders of claims, as of the Voting Record Date, which
                        have been disallowed, disqualified or suspended prior to
                        the Voting Record Date and/or which are the subject of a
                        pending objection on the Voting Record Date (unless, on
                        or before the Voting Record Date, a final order is
                        entered temporarily allowing such claim for voting
                        purposes).

            12.   The Debtors are hereby authorized to reimburse the reasonable,
actual and necessary out-of-pocket expenses incurred by the Depository Trust
Company and/or any


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nominee holder in connection with the distribution of the Solicitation Package
or Notice of Non-Voting Status.

            13.   The following procedures regarding the tabulation of votes
cast with respect to the Plan are hereby approved:

                  (a)   A vote may be disregarded if the Court determines, after
                        notice and a hearing, that a vote was not solicited or
                        procured in good faith or in accordance with the
                        provisions of the Bankruptcy Code;

                  (b)   All votes to accept or reject the Plan must be cast by
                        using the appropriate Ballot utilizing the voting
                        instructions attached thereto and votes that are cast in
                        any other manner shall not be counted;

                  (c)   A holder of claims in more than one class or subclass
                        must use separate Ballots for each class of claims;
                        provided, however, that holders of claims in Class 3 or
                        Class 4 may use their Ballots to also vote in Class 9;

                  (d)   A holder of claims shall be deemed to have voted the
                        full amount of its claim in each class and shall not be
                        entitled to split its vote within a particular class;

                  (e)   Any Individual Ballot that partially accepts and
                        partially rejects the Plan shall not be counted;

                  (f)   If a holder of claims casts more than one Ballot voting
                        the same claim prior to the Voting Deadline, only the
                        latest dated Ballot received by the Balloting Agent
                        shall be counted;

                  (g)   If a holder of claims casts Ballots received by the
                        Balloting Agent which bear the same date, but which are
                        voted inconsistently, such Ballots shall be deemed to
                        constitute an acceptance of the Plan;

                  (h)   Any executed Ballot received by the Balloting Agent that
                        does not indicate either an acceptance or rejection of
                        the Plan shall be deemed to constitute an acceptance of
                        the Plan;

                  (i)   Any executed Ballot received by the Balloting Agent that
                        indicates both acceptance and rejection of the Plan
                        shall be deemed to constitute an acceptance of the Plan;

                  (j)   Any executed Ballot for Class 3 and Class 9 or Class 4
                        and Class 9 which is received by the Balloting Agent or
                        the respective Nominee Holder (as applicable) and which
                        indicates acceptance of the Plan in one Class, but
                        indicates neither acceptance nor rejection


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                        of the Plan in the other Class, shall be deemed to
                        constitute an acceptance of the Plan in both Classes;
                        and

                  (k)   Except as provided below regarding Master Ballots, the
                        Balloting Agent shall not accept a vote by facsimile or
                        telecopy transmission.

            14.   The deadline for Ballots to be actually received by the
Balloting Agent shall be October 30, 2001 at 4:30 p.m. (Central Time) (the
"Voting Deadline"); provided, however, that the Debtors may extend the Voting
Deadline in their discretion and without further notice; and further provided
that the Nominee Holders may submit Master Ballots by facsimile so long as an
original is received by the Balloting Agent within forty-eight (48) hours
following transmittal of the facsimile and no other Ballots shall be accepted by
facsimile.

            15.   With respect to Master Ballots submitted by Nominee Holders
for Classes 3, 4 and 9, the Court directs as follows:

                  (a)   all Nominee Holders to which Beneficial Holders return
                        their Individual Ballots shall summarize on the Master
                        Ballot all Individual Ballots cast by the Beneficial
                        Holders and return the Master Ballot to the Balloting
                        Agent; provided, however, that each Nominee Holder shall
                        be required to retain the Individual Ballots cast by the
                        respective Beneficial Holders for inspection for a
                        period of one (1) year following submission of a Master
                        Ballot;

                  (b)   votes cast by the Beneficial Holders through a Nominee
                        Holder by means of a Master Ballot shall be applied
                        against the positions held by such Nominee Holder as
                        evidenced by a list of record holders provided by the
                        Depository Trust Company and compiled as of the Record
                        Date; provided, however, that votes submitted by a
                        Nominee Holder on a Master Ballot shall not be counted
                        in excess of the position maintained by such Nominee
                        Holder as of the Record Date;

                  (c)   to the extent that there are over-votes submitted by a
                        Nominee Holder on a Master Ballot, votes to accept and
                        to reject the Plan shall be applied by the Balloting
                        Agent in the same proportion as the votes to accept or
                        reject the Plan submitted on the Master Ballot that
                        contains the over-vote, but only to the extent of the
                        position maintained by such Nominee Holder as of the
                        Record Date;



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                  (d)   multiple Master Ballots may be completed by a single
                        Nominee Holder and delivered to the Balloting Agent and
                        such votes shall be counted, except to the extent that
                        such votes are inconsistent with or are duplicative of
                        other Master Ballots, in which case the latest dated
                        Master Ballot received before the Voting Deadline shall
                        supersede and revoke any prior Master Ballot; and

                  (e)   each Beneficial Holder shall be deemed to have voted the
                        full amount of its claim held through a particular
                        Nominee Holder submitting a Master Ballot.

            16.   With respect to Ballots distributed for Classes 5, 7 and 8,
the amount of claim to be used for tabulation purposes shall be the amount of
claim set forth on each pre-printed Ballot and such amount shall represent:

                  (a)   with respect to Ballots based on scheduled claims, the
                        amount listed, as of the Voting Record Date, in the
                        Debtors' Schedules of Assets and Liabilities as not
                        contingent, unliquidated or disputed;

                  (b)   with respect to Ballots based on filed claims, the
                        liquidated amount set forth on such proof of claim as of
                        the Voting Record Date; or

                  (c)   with respect to Ballots based on claims temporarily
                        allowed for voting purposes only by order of this Court,
                        the amount so ordered by the Court.

            17.   Any entity entitled to vote to accept or reject the Plan may
change its vote before the Voting Deadline by casting a superseding Ballot so
that it is received on or before such deadline.

            18.   A holder of any Claim that is (a) scheduled by the Debtors as
unliquidated, disputed or contingent; (b) in a class that is entitled to vote on
the Plan, but an objection has been filed with respect to such Claim; or (c) in
a class that is entitled to vote, but such Claim was asserted in an unliquidated
amount and the amount of such Claim has not been determined by final order of
this Court shall not be entitled to vote, provided, however, that, upon
application of the holder of any such Claims described in (a), (b) and (c)
above, the Court may temporarily allow such Claim, for voting purposes only, in
an amount and to the extent that the Court deems


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proper for the purpose of accepting or rejecting the Plan. Any such application
must be heard and determined by a final order of the Court on or before
September 24, 2001.

            19.   Voting Instructions, substantially in the form of Exhibit F,
shall be included with each Ballot.

            20.   The Debtors are authorized to continue to retain The Altman
Group, an unaffiliated and independent entity, to act as their Solicitation and
Balloting Agent.

            21.   A hearing shall be held on November 7, 2001 at 2:00 p.m.
(Central Time) to consider confirmation of the Plan, and such hearing may be
adjourned from time to time without further notice, other than an announcement
of the adjourned date(s) at the hearing.

            22.   Any objections to the Plan shall be filed with the Court and
actually received by the Notice Parties (as defined below) on or before October
30, 2001 at 4:30 p.m. (Central Time).

            23.   Any objections to confirmation of the Plan must (a) be in
writing; (b) comply with the Federal Rules of Bankruptcy Procedure (the
"Bankruptcy Rules") and the local rules and order of this Court; (c) state the
name of the objector and the nature and amount of its claim against or interest
in the Debtors; (d) state the nature of the objection and the legal basis
therefor; (e) reference with specificity the text of the Plan to which the
objection is made; (f) be filed with and received by the Court by October 30,
2001 at 4:30 p.m. (Central Time); and (g) served upon and received by the
parties listed below (the "Notice Parties") by October 30, 2001 at 4:30 p.m.
(Central Time):

                  (a)      Pioneer Companies, Inc.
                           700 Louisiana Street, Suite 4300
                           Houston, Texas 77002
                           Attn:  Kent Stephenson, Esq.



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                  (b)      Weil, Gotshal & Manges LLP
                           Attorneys for Pioneer
                           100 Crescent Court, Suite 1300
                           Dallas, Texas 75201
                           Attn:  Stephen A. Youngman, Esq.

                  (c)      Weil, Gotshal & Manges LLP
                           Attorneys for Pioneer
                           700 Louisiana Street, Suite 1600
                           Houston, Texas 77002
                           Attn:  Sylvia Mayer Baker, Esq.

                  (d)      Office Of The United States Trustee (Region 7)
                           515 Rusk Street, Suite 3516
                           Houston, Texas 77002
                           Attn:  Hector Duran, Esq.

                  (e)      Dewey Ballantine LLP
                           Attorneys for Creditors' Committee
                           1301 Avenue of the Americas
                           New York, New York 10019-6092
                           Attn:  Michael J. Sage, Esq.

                  (f)      Bracewell & Patterson, L.L.P.
                           Attorneys for Creditors' Committee
                           South Tower Pennzoil Place
                           711 Louisiana, Suite 2900
                           Houston, Texas 77002-2781
                           Attn:  Alfredo Perez, Esq.

                  (g)      Kaye Scholer LLP
                           Attorneys for Bank of New York
                           311 South Wacker Drive, Suite 6200
                           Chicago, IL  60606
                           Attn:  Richard G. Smolev, Esq.

            24.   In addition to mailing the Solicitation Package to each of the
Deliverees as described above, the Debtors shall mail Solicitation Packages
(excluding Ballots and return envelopes) to: (a) the United States Trustee; (b)
the Securities and Exchange Commission; (c) the Regional and District Directors
of the Internal Revenue Service for the Southern District of Texas; (d) Office
of the United States Attorney for the Southern District of Texas; (e) all
persons


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or entities that have filed a notice of appearance in these chapter 11 cases
pursuant to Bankruptcy Rule 2002(e); and (f) the Debtors' postpetition lenders.

            25.   With respect to all holders of impaired claims and equity
interests that cannot be identified or located by the Debtors or the Balloting
Agent as of the Voting Record Date, the Debtors shall publish the Confirmation
Hearing Notice in each of The Wall Street Journal (National Edition), the
Houston Chronicle, the Globe and Mail (Toronto) and Le Devoir (Montreal) on at
least one occasion on or before October 5, 2001. The Balloting Agent, upon being
contacted by such holders, will promptly provide each such holder with a
Solicitation Package after such holder has adequately evidenced its claim
against the Debtors.

            26.   The requirements of Bankruptcy Local Rule 3017, which provides
that the proponent of a plan of reorganization shall transmit notices obtained
from the clerk, is hereby waived except as may be otherwise provided in this
Order

            27.   Any requirement that the Debtors serve upon their customers
the Confirmation Hearing Notice is hereby waived.





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            28.   The Debtors are hereby authorized and empowered to effect such
actions as may be necessary to implement the terms of this Order. The Debtors
are further authorized to make non-substantive modifications to the Disclosure
Statement, other documents in the Solicitation Package, and the Notice of
Non-Voting Status so long as such modifications are of a typographical,
conforming and/or ministerial nature and are approved by the Creditors'
Committee. Any proposed substantive modification to the Disclosure Statement,
other documents in the Solicitation Package, and/or the Notice of Non-Voting
Status occurring after entry of this Order shall be heard by this Court upon
twenty-four (24) hour telephonic notice to the parties listed above in paragraph
23.

Dated: September 21, 2001
       Houston, Texas

                                              /s/ L. Z. Clark
                                           ------------------------------
                                           UNITED STATES BANKRUPTCY JUDGE



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                                    EXHIBIT A
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                                    EXHIBIT B
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                                    EXHIBIT C
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                                    EXHIBIT D
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                                    EXHIBIT E