<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                  FORM 10-Q/A
                                AMENDMENT NO. 1

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE        
      SECURITIES EXCHANGE ACT OF 1934 
For the quarterly period ended June 30, 1996

                                       or

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
      SECURITIES EXCHANGE ACT OF 1934 
For the transition period from             to

Commission file no. 1-9859

                            PIONEER COMPANIES, INC.
             (Exact name of registrant as specified in its charter)

                 DELAWARE                                06-1215192 
                 --------                                ----------
        (State or other jurisdiction                  (IRS Employer 
        incorporation or organization)                Identification No.)

                            4200 NATIONSBANK CENTER
                      700 LOUISIANA, HOUSTON, TEXAS  77002
                      ------------------------------------
                    (Address of principal executive offices)
                                   (Zip Code)

                                  713-225-3831
                                  ------------
             (Registrant's telephone number, including area code)


         (Former name or former address, if changed since last report)

   Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.   Yes [X]   No [ ]

                     APPLICABLE ONLY TO CORPORATE ISSUERS:

   Number of Common Shares outstanding at October 7, 1996: 7,905,813 of Class A
and 655,199 of Class B.
<PAGE>   2
         Under Item 5 of its Form 10-Q for the quarter ended June 30, 1996,
Pioneer Companies, Inc. ("Pioneer") reported the acquisition of T.C. Products,
Inc., a New Mexico corporation.  Pioneer stated that at the time of such filing
it was impractical to provide the required financial statements of T.C.
Products, Inc., the business acquired.

         Pioneer is amending Item 5 of its Form 10-Q for the quarter ended June
30, 1996, to include such required financial statements.

ITEM 5. Other Information.

   
         Effective June 30, 1996, All-Pure Chemical Co. ("All-Pure"), an 
indirect wholly-owned subsidiary of Pioneer,  acquired T.C. Products, Inc.
("T.C. Products" or the "Company") through the acquisition of its parent, T.C.
Holdings, Inc., from trusts formed by Albert J. Clerc and Richard L. Belveal.
Consideration for the acquisition consisted of net cash payments of $5,458,835
and All-Pure subordinated notes with an aggregate principal amount of
$4,500,000.  The Company's existing cash balances were used to fund the cash
portion of the purchase price.
    

         T.C. Products is the sole operating asset of T.C. Holdings, Inc.
Following the acquisition T.C. Products continues to manufacture and package
bleach and related products at its plant in Tacoma, Washington.  Mr. Clerc has
agreed to continue as an officer of T.C. Products for a period of up to one
year following the acquisition; both he and Mr. Belveal have also agreed not to
compete with T.C. Products for a period of three years following the
acquisition.

         Following are the required financial statements of T.C. Products, the
business acquired, consisting of (i) balance sheets as of September 24, 1995
and September 25, 1995, and the related statements of operations and retained
earnings, and of cash flows for each of the three years in the period ended
September 24, 1995, and related notes thereto, together with the independent
auditors' report of Deloitte & Touche LLP with respect thereto, (ii) unaudited
balance sheet as of June 30, 1996 and related statements of operations and 
of cash flows for each of the nine-month periods ended June 30, 1996 and June
30, 1995, and related notes thereto, and (iii) pro forma financial statements
and related notes thereto.





                                     -2-
<PAGE>   3
INDEPENDENT AUDITORS' REPORT


To the Board of Directors of
   T.C. Products, Inc.:


We have audited the accompanying balance sheets of T.C. Products, Inc. (the
"Company") as of September 24, 1995 and September 25, 1994, and the related
statements of operations and retained earnings, and of cash flows for each of
the three years in the period ended September 24, 1995.  These financial
statements are the responsibility of the Company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statements presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the financial position of the Company at September 24, 1995 and
September 25, 1994, and the results of its operations and its cash flows for
each of the three years in the period ended September 24, 1995 in conformity
with generally accepted accounting principles.


/s/ DELOITTE & TOUCHE LLP


Seattle, Washington

August 2, 1996





                                     -3-
<PAGE>   4

T.C. PRODUCTS, INC.

BALANCE SHEETS,
SEPTEMBER 24, 1995 AND SEPTEMBER 25, 1994
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

ASSETS                                                    1995           1994
<S>                                                   <C>            <C>
CURRENT ASSETS:
   Cash                                               $   102,630    $   183,550
   Accounts receivable                                    622,987        586,833
   Inventories                                            569,471        561,985
   Prepaid expenses and other                              34,792         77,558
                                                      -----------    -----------

           Total current assets                         1,329,880      1,409,926

PROPERTY, PLANT AND EQUIPMENT:
   Land                                                   900,000
   Building                                             2,450,283        529,463
   Machinery and equipment                              2,152,204      1,480,237
   Construction in progress                               183,815        200,284
                                                      -----------    -----------

                                                        5,686,302      2,209,984

   Accumulated depreciation                            (1,252,115)      (916,822)
                                                      -----------    -----------

           Total property, plant and equipment          4,434,187      1,293,162
                                                      -----------    -----------
   
TOTAL                                                 $ 5,764,067    $ 2,703,088
                                                      ===========    ===========


</TABLE>

See notes to financial statements.





                                     -4-
<PAGE>   5
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>

LIABILITIES AND STOCKHOLDER'S EQUITY                              1995         1994

<S>                                                            <C>            <C>
CURRENT LIABILITIES:
   Accounts payable                                            $  374,970   $  417,087
   Accrued liabilities                                            261,240      335,960
   Federal income taxes payable to Parent Company                 298,334
   Current portion of long-term debt                              150,000      150,000
                                                               ----------   ----------

           Total current liabilities                            1,084,544      903,047

OTHER LIABILITY                                                    74,227

LONG-TERM DEBT                                                  2,795,489      531,001

NOTE PAYABLE TO PARENT COMPANY                                    208,696      550,932

STOCKHOLDER'S EQUITY:
   Common stock, $1 par value - Authorized 1,000,000 shares;
    issued and outstanding 300,000 shares                         437,357      437,357
   Retained earnings                                            1,163,754      280,751
                                                               ----------   ----------

           Total stockholder's equity                           1,601,111      718,108
                                                               ----------   ----------

TOTAL                                                          $5,764,067   $2,703,088
                                                               ==========   ==========


</TABLE>


See notes to financial statements.


                                     -5-
<PAGE>   6
T.C. PRODUCTS, INC.

STATEMENTS OF OPERATIONS AND RETAINED EARNINGS
FOR THE YEARS ENDED SEPTEMBER 24, 1995,
SEPTEMBER 25, 1994 AND SEPTEMBER 26, 1993
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                              1995            1994          1993

<S>                                        <C>           <C>            <C>
NET SALES                                  $ 8,423,600    $ 6,202,510    $ 4,202,165

COST OF GOODS SOLD                           5,395,389      3,896,461      2,766,822
                                           -----------    -----------    -----------

        Gross profit                         3,028,211      2,306,049      1,435,343

SELLING, GENERAL AND ADMINISTRATIVE
   EXPENSES                                  1,546,427      2,015,196      1,165,379
                                           -----------    -----------    -----------

INCOME FROM OPERATIONS                       1,481,784        290,853        269,964

OTHER INCOME (EXPENSE):
   Interest expense                           (200,696)       (92,930)      (121,326)
   Interest income                              68,798          3,458          1,780
   Other                                          (753)        (1,359)         2,127
                                           -----------    -----------    -----------

        Total other expense, net               132,651         90,831        117,419
                                           -----------    -----------    -----------

INCOME BEFORE PROVISION FOR FEDERAL
   INCOME TAXES                              1,349,133        200,022        152,545

PROVISION FOR FEDERAL INCOME TAXES             466,130         68,401         52,045
                                           -----------    -----------    -----------

NET INCOME                                     883,003        131,621        100,500

RETAINED EARNINGS:
   Beginning of year                           280,751        149,130         48,630
                                           -----------    -----------    -----------

   End of year                             $ 1,163,754    $   280,751    $   149,130
                                           ===========    ===========    ===========

</TABLE>


See notes to financial statements.






                                     -6-
<PAGE>   7


T.C. PRODUCTS, INC.

STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 24, 1995,
SEPTEMBER 25, 1994 AND SEPTEMBER 26, 1993
-------------------------------------------------------------------------------
<TABLE>
<CAPTION>


                                                                       1995            1994           1993

<S>                                                               <C>            <C>             <C>
OPERATING ACTIVITIES:
   Net income                                                      $   883,003    $   131,621    $   100,500
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Depreciation                                                     456,199        484,178        320,500
      Cash provided (used) by changes in operating
       assets and liabilities:     
       Accounts receivable                                             (36,154)      (132,260)      (114,852)
       Inventory                                                        (7,486)      (144,329)       (76,817)
       Prepaid expenses and other                                       42,766        (35,073)        (3,149)
       Accounts payable                                                (42,117)        57,769        (34,953)
       Accrued expenses                                                297,841        224,786         27,337
                                                                   -----------    -----------    -----------

          Net cash provided by operating activities                  1,594,052        586,692        218,566

INVESTING ACTIVITIES - Purchase of property,
   plant and equipment                                              (3,597,224)      (302,327)      (415,025)

FINANCING ACTIVITIES:
   Repayments of notes payable to Parent Company, net                 (342,236)       (48,004)      (595,567)
   Repayments of notes payable                                        (135,512)       (68,999)
   Proceeds from notes payable                                       2,400,000                       750,000
                                                                   -----------    -----------    -----------

       Net cash provided (used) by financing activities              1,922,252       (117,003)       154,433
                                                                   -----------    -----------    -----------

NET INCREASE (DECREASE) IN CASH                                        (80,920)       167,362        (42,026)

CASH:
   Beginning of year                                                   183,550         16,188         58,214
                                                                   -----------    -----------    -----------

   End of year                                                     $   102,630    $   183,550    $    16,188
                                                                   ===========    ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION -
   Cash paid during the year for interest                          $   204,880    $   181,508    $     5,814

SUPPLEMENTAL SCHEDULE OF NONCASH
   INVESTMENT ACTIVITIES - Contribution of
   property, plant and equipment by Parent Company                                                   137,357


</TABLE>

See notes to financial statements.






                                     -7-
<PAGE>   8
T.C. PRODUCTS, INC.

NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS SEPTEMBER 24, 1995,
SEPTEMBER 25, 1994 AND SEPTEMBER 26, 1993
-------------------------------------------------------------------------------


1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      T.C. Products, Inc. (the "Company") is a wholly-owned subsidiary of
      Western States Chemical Supply Corp. ("Parent Company"). The Company
      manufactures household chemicals, primarily bleach, fabric softener, and
      ammonia for a number of different distributors under private brand    
      labels.
        
      Use of Estimates - The preparation of financial statements in conformity
      with generally accepted accounting principles requires management to make
      estimates and assumptions that affect the reported amounts of assets and
      liabilities and disclosure of contingent assets and liabilities at the
      date of the financial statements and the reported amounts of revenues and
      expenses during the reporting period. Actual results could differ from
      those estimates.
        
      Fiscal Year - The Company operates within a conventional 52/53 week
      accounting fiscal year. The Company's fiscal year ends on the Sunday
      closest to September 30th.
        
      Cash and Cash Equivalents - Cash and cash equivalents generally consist of
      cash and certificates of deposit. For the purpose of the statement of cash
      flows, the Company considers all short-term debt securities purchased with
      a maturity at the time of purchase of three months or less to be cash
      equivalents.
        
      Inventories - Inventories consist primarily of raw materials, work in
      process and finished goods and are stated at the lower of cost (using the
      first-in, first-out method) or market.
        
      Concentration of Customers - The Company currently sells a majority of its
      products to one commercial and three retail distribution customers.
      Aggregate sales to these four customers represent 51%, 48% and 63% of net
      sales for the years ended September 24, 1995, September 25, 1994 and
      September 26, 1993, respectively.
        
      Property, Plant and Equipment - Property, plant and equipment are carried
      at cost, less accumulated depreciation. Depreciation is based on
      straight-line and accelerated methods over estimated useful lives, which
      are as follows:
        
                        Buildings                             39 years
                        Machinery and equipment             3-15 years
                        Furniture and fixtures               5-7 years

      Expenditures for major renewals and betterment that extend the useful
      lives of property and equipment are capitalized. Expenditures for
      maintenance and repairs are expensed as incurred.
        
      The Company periodically reviews property, plant and equipment for
      impairment to determine whether events or changes in circumstances
      indicate that the carrying amount of the assets may not be recoverable. No
      such events or circumstances have occurred during the three year period
      ended September 24, 1995.
        





                                     -8-
<PAGE>   9

      Income Taxes - The provision for income taxes is computed on the pretax
      income of the consolidated group at the Parent Company level.  This
      amount is then allocated to the Company based on its proportionate share
      of income.  Current income taxes payable are either paid currently or
      added to the note payable to the Parent Company, depending on available
      cash flow.  There are no significant temporary differences between
      amounts reported for tax and financial reporting purposes.

2.    INVENTORIES

      Inventories consisted of the following:


<TABLE>
<CAPTION>

                                                   SEPTEMBER 24,      SEPTEMBER 25,
                                                      1995                1994
             <S>                                    <C>                <C>
             Raw materials                          $307,617            $349,880
             Work in process                          15,355               7,619
             Finished goods                          246,499             204,486
                                                    --------            --------

                                                    $569,471            $561,985
                                                    ========            ========

</TABLE>





3.    LONG-TERM DEBT AND NOTE PAYABLE TO PARENT COMPANY

      Long-term debt consisted of the following:

<TABLE>
<CAPTION>
                                                                                    SEPTEMBER 24,    SEPTEMBER 25,   
                                                                                        1995            1994         
<S>                                                                                 <C>             <C>              
          Tax-exempt bond financed through the Economic                                                              
             Development Corporation of Pierce County,                                                               
             Washington, principal payments due in annual                                                            
             installments from $75,000 to $185,000, beginning                                                        
             October 1, 1996 through October 1, 2014, bonds                                                          
             have a variable stated interest rate based on                                                           
             current market rates for comparable securities                                                          
             (4.5% at September 24, 1995), interest is paid monthly                  $ 2,400,000                     
                                                                                                                     
          Note payable to U.S. Bank, payable in monthly                                                 
             installments of $16,000 including interest at 1%                                                        
             above the bank's prime rate (8.75% at September 24,                                                     
             1995), final payment due January 1999,                                                                  
             collateralized by equipment                                                 532,892    $   664,920      
                                                                                                                     
                       Other                                                              12,597         16,081      
                                                                                     -----------    -----------      
                                                                                                                     
                                                                                       2,945,489        681,001      
                                                                                                                     
                       Less current portion                                             (150,000)      (150,000)     
                                                                                     -----------    -----------      
                                                                                                                     
                                                                                     $ 2,795,489    $   531,001      
                                                                                     ===========    ===========      
</TABLE>






                                     -9-
<PAGE>   10
      The Company has a note payable to the Parent Company.  The note bears
      interest at 10% and is subordinate to all other debt.  Payments of
      principal and interest are based on available cash flow and the note is
      due December 1, 1998.

      The tax-exempt bond is secured by a $2,400,000 letter of credit with U.S.
      Bank, with an annual fee of 1.125% of the outstanding principal of the
      bond.  The agreements with U.S. Bank are collateralized by a deed of
      trust on a warehouse facility and equipment and have financial covenants
      including cash flow, current ratio, debt to net worth, subordinated debt,
      and capital expenditures.

      The carrying value of substantially all long-term debt instruments
      approximates fair value because of the variable interest rates.

      Maturities of long-term debt including the note payable to the Parent
      Company are as follows:


<TABLE>
                               <S>                           <C>             
                                     1996                    $   150,000     
                                     1997                        278,000     
                                     1998                        313,000     
                                     1999                        465,000     
                                     2000                        188,000     
                                  Thereafter                   1,760,185     
                                                             -----------     
                                                                             
                                                             $ 3,154,185     
                                                             ===========     
                                                                             
</TABLE>



4.    RELATED PARTY TRANSACTIONS

      Transactions with the Parent Company for the last three fiscal years are 
      as follows:

<TABLE>
<CAPTION>
                                                  1995         1994         1993    
           <S>                                <C>          <C>          <C>         
           Purchases of raw materials         $1,737,481   $1,119,861   $  669,136  
                                                                                    
           Interest expense on note payable       22,750       26,934      115,512  
                                                                                    
           Management consulting fees                         482,531               
</TABLE>




      In July 1995, the Company purchased land and production facilities for
      $2,450,000 from a company related through common ownership.  Prior to
      this purchase, these facilities were leased by the Company. Total lease
      payments for the three fiscal years ended 1995, 1994 and 1993 were
      $115,682, $207,367 and $195,998, respectively.

5.    PENSION PLANS

      The Company provides a defined contribution pension plan for all salaried
      employees meeting certain age and years-of-service requirements.  The
      plan is funded by the Company with discretionary contributions up to 15%
      of the employee's annual salary.  Total expense was $52,600, $48,800 and
      $34,800 for fiscal years 1995, 1994 and 1993, respectively.

      Under a collective bargaining agreement, the Company is required to
      contribute to a multi-employer pension trust for eligible employees.
      Total expense was $49,448, $52,129 and $25,573 for fiscal years 1995,
      1994 and 1993, respectively.




                                     -10-
<PAGE>   11
6.    SUBSEQUENT EVENT

      During 1996, the name of the Parent Company was changed from Western
      States Chemical Supply Corporation ("WSCSC") to T.C. Holdings, Inc.  In
      addition to the name change, all of the assets, liabilities and
      operations of WSCSC, except for the stock of the Company, all cash, and
      the receivables due from the Company, were purchased by a company 
      affiliated through common ownership. Effective June 30, 1996, All Pure 
      Chemical Co. purchased all of the outstanding stock of T.C. Holdings, 
      Inc., which included the stock of the Company, all cash, and the 
      receivables due from the Company.

                                     ******





                                     -11-
<PAGE>   12

T.C. PRODUCTS, INC.

BALANCE SHEETS,
JUNE 30, 1996 AND SEPTEMBER 24, 1995
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                        JUNE 30,      SEPTEMBER 24,
ASSETS                                                    1996            1995
                                                      (Unaudited)
<S>                                                   <C>            <C>
CURRENT ASSETS:
   Cash                                               $   222,194    $   102,630
   Accounts receivable                                    826,311        622,987
   Inventories                                            519,123        569,471
   Prepaid expenses and other                               4,364         34,792
                                                      -----------    -----------

           Total current assets                         1,571,992      1,329,880

PROPERTY, PLANT AND EQUIPMENT:
   Land                                                   900,000        900,000
   Building                                             2,450,283      2,450,283
   Machinery and equipment                              2,152,204      2,152,204
   Construction in progress                               431,912        183,815
                                                      -----------    -----------

                                                        5,934,399      5,686,302

   Accumulated depreciation                            (1,543,581)    (1,252,115)
                                                      -----------    -----------

           Total property, plant and equipment          4,390,818      4,434,187
                                                      -----------    -----------

TOTAL                                                 $ 5,962,810    $ 5,764,067
                                                      ===========    ===========

</TABLE>


See notes to unaudited financial statements.





                                     -12-
<PAGE>   13





-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                 June 30,   September 24,
LIABILITIES AND STOCKHOLDER'S EQUITY                               1996         1995
                                                               (Unaudited)
<S>                                                            <C>          <C>
CURRENT LIABILITIES:
   Accounts payable                                            $  313,819   $  374,970
   Accrued liabilities                                            322,192      261,240
   Federal income taxes payable to Parent Company                 356,700      298,334
   Current portion of long-term debt                              128,211      150,000
                                                               ----------   ----------

           Total current liabilities                            1,120,922    1,084,544

OTHER LIABILITY                                                    74,227       74,227

LONG-TERM DEBT                                                  2,198,643    2,795,489

NOTE PAYABLE TO PARENT COMPANY                                                 208,696

STOCKHOLDER'S EQUITY:
   Common stock, $1 par value - Authorized 1,000,000 shares;
      issued and outstanding 300,000 shares                       437,357      437,357
   Retained earnings                                            2,131,661    1,163,754
                                                               ----------   ----------

           Total stockholder's equity                           2,569,018    1,601,111
                                                               ----------   ----------

TOTAL                                                          $5,962,810   $5,764,067
                                                               ==========   ==========


</TABLE>




See notes to unaudited financial statements.

                                     -13-
<PAGE>   14

T.C. PRODUCTS, INC.

STATEMENTS OF OPERATIONS
NINE MONTHS ENDED JUNE 30, 1996 AND JUNE 30, 1995 (UNAUDITED)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                      1996           1995
<S>                                                <C>            <C>
NET SALES                                          $ 6,350,733    $ 5,968,182

COST OF GOODS SOLD                                   3,919,584      3,900,105
                                                   -----------    -----------

        Gross profit                                 2,431,149      2,068,077

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES         1,016,240        935,000
                                                   -----------    -----------

INCOME FROM OPERATIONS                               1,414,909      1,133,077

OTHER INCOME (EXPENSE):
   Interest expense                                   (103,973)      (136,221)
   Interest income                                       2,390         67,905
   Other                                                11,281           (925)
                                                   -----------    -----------

        Total other expense, net                        90,302         69,241
                                                   -----------    -----------

INCOME BEFORE PROVISION FOR FEDERAL INCOME TAXES     1,324,607      1,063,836

PROVISION FOR FEDERAL INCOME TAXES                     356,700        367,559
                                                   -----------    -----------

NET INCOME                                         $   967,907    $   696,277
                                                   ===========    ===========

</TABLE>


See notes to unaudited financial statements.




                                     -14-
<PAGE>   15


T.C. PRODUCTS, INC.

STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED JUNE 30, 1996 AND JUNE 30, 1995 (UNAUDITED)
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                1996             1995
<S>                                                                          <C>            <C>
OPERATING ACTIVITIES:
   Net income                                                                $   967,907    $   696,277
   Adjustments to reconcile net income to net cash provided by
      operating activities:
      Depreciation                                                               291,466        260,163
      Cash provided (used) by changes in operating assets and liabilities:
         Accounts receivable                                                    (203,324)      (165,818)
         Inventory                                                                50,348       (101,495)
         Prepaid expenses and other                                               30,428         47,959
         Accounts payable                                                        (61,151)       (73,745)
         Accrued expenses                                                         60,952       (154,551)
         Federal income taxes payable to Parent Company                           58,366        367,559
                                                                             -----------    -----------

                Net cash provided by operating activities                      1,194,992        876,349

INVESTING ACTIVITIES - Purchase of property, plant and equipment                (248,097)    (3,324,757)

FINANCING ACTIVITIES:
   Repayments of notes payable to Parent Company, net                           (208,696)        (2,976)
   Repayments of notes payable                                                  (618,635)       (50,957)
   Proceeds from notes payable                                                                2,400,000
                                                                             -----------    -----------

                Net cash provided (used) by financing activities                (827,331)     2,346,067
                                                                             -----------    -----------

NET INCREASE (DECREASE) IN CASH                                                  119,564       (102,341)

CASH:
   Beginning of period                                                           102,630        183,550
                                                                             -----------    -----------

   End of period                                                             $   222,194    $    81,209
                                                                             ===========    ===========

</TABLE>


See notes to unaudited financial statements.




                                     -15-
<PAGE>   16
T.C. PRODUCTS, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS                                  
--------------------------------------------------------------------------------

1.    GENERAL

      The accompanying unaudited financial statements have been prepared in
      accordance with Rule 10-01 of Regulation S-X, "Interim Financial
      Statements," and do not include all the information and footnotes
      required by generally accepted accounting principles for complete
      financial statements.  The financial statements have been prepared in
      conformity with accounting principles and practices reflected in the
      Company's audited financial statements for the year ended September 24,
      1995 included elsewhere herein, and in the opinion of Pioneer Companies,
      Inc. ("Pioneer"), include all adjustments (which consist only of normal
      recurring adjustments) necessary for a fair presentation of the Company's
      financial position as of June 30, 1996, and the results of its operations
      and its cash flows for the nine months ended June 30, 1996 and 1995. 
      Operating results for the nine months ended June 30, 1996 are not
      necessarily indicative of the results that could be expected for a full
      year.
      
2.    SUBSEQUENT EVENT

      Effective June 30, 1996, the Company was acquired by All Pure Chemical
      Co., an indirect wholly-owned subsidiary of Pioneer, through the
      acquisition of its parent, T.C. Holdings, Inc., for a total purchase
      price of $10.0 million consisting of cash of $5.5 million and the
      issuance of subordinated notes with an aggregate principal amount of $4.5
      million.

                                               


                                     -16-
<PAGE>   17
The following pro forma information is based on certain assumptions as of
October 11, 1996, and does not reflect financial or other information
subsequent to such date with respect to the acquisition of T.C. Holdings, Inc.
("TC Holdings") by All Pure Chemical Co., an indirect wholly-owned subsidiary
of Pioneer Companies, Inc. ("Pioneer" or the "Company").  T.C. Products, Inc.
("TC Products") is the sole operating asset of TC Holdings. TC Holdings had no
operations other than those relating to TC Products and audited financial 
statements do not exist.  
   
                  PRO FORMA FINANCIAL INFORMATION (UNAUDITED)

The pro forma financial statements are based on the historical financial
information of Pioneer and TC Products, a wholly-owned subsidiary of TC
Holdings, giving effect, under the purchase method of accounting, to certain
adjustments.  The pro forma financial statements are derived from Pioneer's and
TC Products' historical financial data for the indicated periods, which, in the
case of the statement of operations of TC Products, differs from those periods
used for presentation of TC Products' financial statements included herein. In
the case of TC Products, the statement of operations for the year ended December
31, 1995 was derived by combining the last nine months of its fiscal year ended
September 24, 1995 with the first three months of the nine months ended June 30,
1996.  The pro forma balance sheet was prepared as if the acquisition occurred
on June 30, 1996.  The pro forma statements of operations were prepared as if
the acquisition occurred as of January 1, 1995 and do not include the effect of
any modifications in operations that might have occurred had Pioneer owned and
operated the businesses during the periods presented except as described in the
Notes to the Pro Forma Financial Statements.
                         
The pro forma financial statements should be read in conjunction with the Notes
to Pro Forma Financial Statements and with the Consolidated Financial
Statements of Pioneer and the related notes thereto as previously filed and the
Financial Statements of TC Products and the related notes thereto, contained
elsewhere herein.  The pro forma financial information has been prepared based
on assumptions deemed appropriate by management of Pioneer. This information is
prepared for informational purposes only and is not necessarily indicative of
the actual results or financial condition that would have been achieved had the
acquisition occurred at these dates or of future results.  Actual results of TC
Products' operations will be included with Pioneer's results after June 30, 
1996.
                   



                                     -17-
<PAGE>   18

T.C. PRODUCTS, INC.

PRO FORMA BALANCE SHEET,
JUNE 30, 1996 (UNAUDITED) (IN THOUSANDS)
-------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                    HISTORICAL                              PRO FORMA
                                            ----------------------------         ----------------------------------
ASSETS                                         PIONEER      TC PRODUCTS          ADJUSTMENTS              COMBINED
<S>                                         <C>              <C>                 <C>                     <C>        
CURRENT ASSETS:                                                                                                     
   Cash                                     $     8,803      $     223           $   (5,459)     (1)     $    3,567 
   Accounts receivable, net                      32,985            826                                       33,811 
   Inventory                                     14,193            519                                       14,712 
   Prepaid expenses and other                     2,828              4                                        2,832 
                                            -----------      ---------           ----------              ---------- 
           Total current assets                  58,809          1,572               (5,459)                 54,922 
                                                                                                                    
PROPERTY, PLANT AND                                                                                                 
   EQUIPMENT, NET                                97,943          4,391                                      102,334 
                                                                                                                    
OTHER, NET                                       13,457                                 630      (2)         14,087 
                                                                                                                    
EXCESS COST OVER FAIR                                                                                               
   VALUE OF NET ASSETS                                                                                              
   ACQUIRED, NET                                110,810                               7,033      (1)        117,843 
                                                                                                                    
                                                                                                                    
                                                                                                                    
                                                                                                                        
                                            -----------      ---------           ----------              ---------- 
TOTAL                                       $   281,019      $   5,963           $    2,204              $  289,186
                                            ===========      =========           ==========              ========== 
</TABLE>
        
See notes to pro forma financial statements. 




                                      -18-
<PAGE>   19






-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

LIABILITIES AND                                    HISTORICAL                               PRO FORMA
   STOCKHOLDER'S EQUITY                    ---------------------------         ----------------------------------
<S>                                        <C>             <C>                 <C>                   <C>
                                            PIONEER        TC PRODUCTS         ADJUSTMENTS              COMBINED
                                                                                                   
CURRENT LIABILITIES:                                                                               
   Accounts payable                        $    18,078      $      314                                $    18,392  
   Accrued liabilities                          24,856             679         $      630      (2)                 
                                                                                     (357)     (1)         25,808  
   Returnable deposits                           3,573                                                      3,573  
   Current portion of long-term debt                               128                                        128  
                                           -----------      ----------         ----------             -----------
           Total current liabilities            46,507           1,121                273                  47,901  
                                                                                                                   
13 3/8% FIRST MORTGAGE                                                                                             
   NOTES DUE 2005                              135,000                                                    135,000 
                                                                                                                   
SELLER NOTES                                    11,463                                                     11,463 
                                                                                                                   
LONG-TERM DEBT                                   8,017           2,199              4,500      (1)         14,716 
                                                                                                                   
RETURNABLE DEPOSITS                              3,278                                                      3,278 
                                                                                                                   
ACCRUED PENSION AND                                                                                                
   OTHER EMPLOYEE                                                                                                  
   BENEFITS                                     13,738                                                     13,738 
                                                                                                                   
OTHER LONG-TERM                                                                                                    
   LIABILITIES                                  13,426              74                                     13,500 
                                                                                                                   
STOCKHOLDER'S EQUITY                            49,590           2,569             (2,569)     (1)         49,590
                                           -----------      ----------         ----------             -----------
TOTAL                                      $   281,019      $    5,963         $    2,204             $   289,186
                                           ===========      ==========         ==========             ===========
</TABLE>

See notes to pro forma financial statements.

                                                                               
                                                                               

                                      -19-
<PAGE>   20


T.C. PRODUCTS, INC.

PRO FORMA STATEMENT OF OPERATIONS
SIX MONTHS ENDED JUNE 30, 1996 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE> 
<CAPTION>
                                                      HISTORICAL                                  PRO FORMA
                                            -------------------------------          ----------------------------------
                                               PIONEER          TC PRODUCTS          ADJUSTMENTS               COMBINED
<S>                                            <C>              <C>                  <C>                      <C>
NET SALES                                      $  103,113        $   4,255                                    $ 107,368
                                                         
COSTS AND EXPENSES:                                      
   Cost of sales                                   73,744            2,550                                       76,294
   Selling, general and                                  
     administrative expense                        14,846              700           $     141       (3)
                                                                                            59       (4)         15,746
   Interest expense, net                            9,217               63                 208       (5)          9,488
                                               ----------        ---------           ---------                ---------
                Total costs and expenses           97,807            3,313                 408                  101,528
                                                                                                                       
OTHER INCOME, NET                                      93               11                                          104
                                               ----------        ---------           ---------                ---------
                Income before taxes                 5,399              953                (408)                   5,944
                                                                                                                       
INCOME TAX PROVISION                                3,152              357                (116)      (6)          3,393
                                               ----------        ---------           ---------                ---------
NET INCOME                                     $    2,247        $     596           $    (292)               $   2,551
                                               ==========        =========           =========                =========
NET INCOME PER SHARE                           $     0.26                                                     $    0.30
                                               ==========                                                     =========
WEIGHTED AVERAGE NUMBER                                                                                                
   OF SHARES OF COMMON                                                                                                 
   STOCK OUTSTANDING                                8,552                                                         8,552
                                               ==========                                                     =========
</TABLE>                                                 
                                                         
                                                         
See notes to pro forma financial statements.








                                      -20-
<PAGE>   21

T.C. PRODUCTS, INC.

PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995 (UNAUDITED)
--------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                        HISTORICAL                            PRO FORMA
                                             ----------------------------         -----------------------------
                                              PIONEER       TC PRODUCTS          ADJUSTMENTS          COMBINED
<S>                                          <C>              <C>                 <C>               <C>
NET SALES                                    $  142,908     $     8,605                              $  151,513
                                                                            
COSTS AND EXPENSES:                                                                                            
   Cost of sales                                 96,504           5,536                                 102,040
   Cost of sales - acquisition                                              
      related inventory step-up                   1,671                                                   1,671
   Selling, general and                                                     
     administrative expense                      20,765           1,542           $    281  (3)             
                                                                                       117  (4)          22,705
   Interest expense, net                         13,540             173                416  (5)          14,129
                                             ----------     -----------           --------           ----------
            Total costs and expenses            132,480           7,251                814              140,545
                                                                            
OTHER INCOME (EXPENSE), NET                         637              (1)                                    636
                                             ----------     -----------           --------           ----------
                                                                            
            Income before taxes                  11,065           1,353               (814)              11,604
                                                                            
INCOME TAX PROVISION                              5,579             466               (179)    (6)        5,866
                                             ----------     -----------           --------           ----------
                                                                            
NET INCOME                                   $    5,486     $       887           $   (635)          $    5,738
                                             ==========     ===========           ========           ==========
                                                                            
NET INCOME PER SHARE                         $     0.75                                              $     0.78
                                             ==========                                              ==========
                                                                            
WEIGHTED AVERAGE NUMBER                                                     
   OF SHARES OF COMMON                                                      
   STOCK OUTSTANDING                              7,337                                                   7,337
                                             ==========                                              ==========
</TABLE>                                              
        
                                                      
See notes to pro forma financial statements.          
                                                      
                                                      
                                                      
                                                      
                                                      
                                                      
                                      -21-
<PAGE>   22
              NOTES TO PRO FORMA FINANCIAL STATEMENTS (UNAUDITED)

(1)   The pro forma financial statements reflect the purchase of 100% of the
      outstanding shares of TC Holdings common stock in exchange for total
      consideration of $10.0 million ($33.20 per share), consisting of cash of
      $5.5 million and the issuance of subordinated notes with an aggregate
      principal amount of $4.5 million.  Included in the cash paid was payment
      of a liability of TC Holdings totaling $356,700 owed to the previous 
      owners. 

      In accordance with purchase accounting, the assets and liabilities of TC
      Products will be recorded on Pioneer's books at estimated fair market
      value with the remaining purchase price reflected as goodwill.  For
      purposes of these Pro Forma Financial Statements, the allocation of the
      purchase price has been made based upon valuations and other studies
      which have not been finalized.  Accordingly, the allocation of the
      purchase price is preliminary.  The following adjustments reflect
      management's estimates of the necessary adjustments to TC Products'
      historical Balance Sheet to reflect fair market value:

<TABLE>
         <S>                                               <C>
         Pioneer consideration paid:                
            Cash                                           $   5,458,835
            Subordinated notes issued                          4,500,000
                                                           -------------  
                                                               9,958,835
         Less:                                               
            TC Products stockholder's equity                   2,569,018
            Liability of TC Holdings                             356,700
                                                           -------------  
                                                               2,925,718
                                                           -------------  
                          Net adjustment                   $   7,033,117
                                                           =============  
         Allocation of adjustment - Goodwill               $   7,033,117
                                                           =============  

</TABLE>
                                                             
(2)   Reflects the recording of $400,000 relating to transaction costs which
      are estimated and are expected to be incurred by Pioneer within the
      12-month period following the TC Products acquisition and $230,000
      relating to noncompete agreements entered into with management of TC
      Products following the acquisition.  These items have been reflected in
      the pro forma statement of financial position as an addition to accrued
      liabilities and as an addition to other assets.

(3)   Reflects amortization of increase to goodwill over a 25-year period.

(4)   Reflects amortization of capitalized transaction costs over an eight year
      period and noncompete agreements over periods ranging from three to four
      years.

(5)   Reflects interest expense on the $4.5 million notes payable issued in
      connection with the acquisition at an average assumed interest rate of
      9.25%.

(6)   Adjustment to reflect 35% effective tax rate for TC Products and the tax
      effect of the pro forma adjustments, with the exception of goodwill
      amortization.






                                     -22-
<PAGE>   23
                                   SIGNATURE


         Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        PIONEER COMPANIES, INC.



October 11, 1996
                                        By: /s/ PHILIP A. ABLOVE
                                           --------------------------
                                               Philip A. Ablove 
                                               Vice President and 
                                               Chief Financial Officer






                                     -23-