SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
______________________
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No 11) *
__________Pioneer Group Inc.______________
(Name of issuer)
__________Common Shares_______________
(Title of Class of Securities)
______ __________________
(CUSIP Number)
Mr J Deighton, Mercury Asset Management plc
33 King William Street, London EC4R 9AS Tel No 0171 203 5744
Name, Address and Telephone Number of Person Authorised to Receive
Notices and Communications)
26 September, 1996
(Date of Event which Requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1 (b) (3) or (4), check the
following box. [ ]
Check the following box if a fee is being paid with the statement [ ] (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1: and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five percent
or less of such class). (See Rule 13d-7).
NOTE: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1 (a) for other parties to whom
copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act. (however, see the Notes.)
2776
Schedule 13D
CUSIP No. __________________________
- ------- ------------------------------------------------------------------
1 NAME OF REPORTING PERSON
SS OR IRS IDENTIFICATION NO OF ABOVE PERSON
MERCURY ASSET MANAGEMENT plc
- ------- ------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
- ------- ------------------------------------------------------------------
3 SEC USE ONLY
- ------- ------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- ------- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------- ------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANISATION
ENGLAND
- ------- ------------------------------------------------------------------
- ------------------------ ------- -----------------------------------------
7 SOLE VOTING POWER
NONE
NUMBER OF ------- -----------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY NONE
EACH ------- -----------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 1,869,010
------- -----------------------------------------
10 SHARED DISPOSITIVE POWER
- ------------------------ ------- -----------------------------------------
- -------- -----------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
- -------- -----------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- -------- -----------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.52%
- -------- -----------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IA
- -------- -----------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
shares of Common Stock (the "Common Shares") of Pioneer Group Inc. (the
"Company") whose principal executive offices are located at 60 State
Street, Boston, MA02109, 1820 USA. Its telephone number is (617) 742 7825.
Item 2. Identity and Background
This statement is being filed by Mercury Asset Management plc.
("Mercury"), a corporation primarily engaged in the business of managing
portfolio investments for its investment clients, organised under the laws
of England, whose principal executive offices are located, and principal
business activities conducted, at 33 King William Street, London EC4R 9AS,
England.
Pursuant to Rule 13d-4 (17 CFR 240. 13d-4) under the Securities
Exchange Act of 1934 (the "Act") Mercury hereby declares that the filing
of this statement shall not be construed as an admission that Mercury is or
has been for purposes of Sections 13(d) or 13(g) of the Act, the beneficial
owner of any securities covered by the statement. As noted above, Mercury
manages portfolio investments of its investment clients, and the securities
covered by this statement are held solely for the account of such clients.
Under the terms of its agreements with such clients, Mercury has
discretion to buy and sell securities on their behalf subject to such
guidelines as may be agreed and subject to any contrary instructions which
may be received. Mercury has neither voting power nor the right to receive
dividends from, or proceeds from the sale of, any portfolio investments.
30,000 shares are held for the benefit of collective investment schemes
managed by Mercury Asset Management Channel Islands Limited, an associate
of Mercury. A division of Mercury is the investment adviser under contract
to Mercury Asset Management Channel Islands Limited.
Mercury is a wholly-owned subsidiary of Mercury Asset Management
Group plc, a holding company listed on London Stock Exchange.
The name, business address, principal occupation or employment and
citizenship of each of the executive officers and directors of Mercury and
Mercury Asset Management Group plc, and the name, country of incorporation,
principal business, and the address of the registered office (being the
address of its principal business and principal office) of Mercury and
Mercury Asset Management Group plc are set forth in Annex A hereto, which
is incorporated herein by reference.
Neither Mercury nor, to the best of its knowledge, any of the persons
listed in Annex A has during the past five years (a) been convicted in a
criminal proceeding (excluding traffic violations and similar
misdemeanours), or (b) been a party to a civil proceeding of a judicial or
administrative body as a result of which Mercury or any such person was or
is subject to a judgement, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or state securities laws, or finding any violations with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
The source of all funds used to acquire the securities covered by
this statement was the investment funds of Mercury's investment clients.
No part of the purchase price was represented by funds or other
consideration borrowed or otherwise obtained by Mercury than as described
above.
Item 4. Purpose of Transaction
The Common Shares were acquired for the purpose ofinvestment.
(a) Mercury will monitor its investment and review the Company's
business affairs and financial position. Based on such review, as well as
general economic and industry conditions existing at the time, Mercury may
consider from time to time various alternative courses of action and may
discuss with management of the Company ways in which the value of its
investment may be increased. Such actions may include the acquisition of
additional Common Stock through open market purchases, privately negotiated
transactions, or otherwise. Alternatively, such actions may involve the
sale of all or a portion of Common Stock in the open market, in privately
negotiated transactions, through a public offering or otherwise.
Neither Mercury nor any person named in Annex A has any plans which
relate to or would result in any of the following:
(b) an extraordinary corporate transaction, such as an
amalgamation,merger, reorganisation or liquidation, involving the Company
or any of itssubsidiaries;
(c) a sale or transfer of a material amount of assets of the Company
or ofany of its subsidiaries;
(d) any change in the present board of directors or management of the
Company, including any plans or proposals to changethe number or term
of directors or to fill any existing vacancies on theboard;
(e) any material change in the present capitalisation or dividend
policy ofthe Company;
(f) any other material change in the Company'sbusiness or
corporatestructure;
(g) any change in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) causing a class of securities of the Company to be delisted from
a national securities exchange or to cease to be authorised to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) causing a class of equity securities of the Company to become
eligible for termination of registration pursuant to Section 12(g) (4) of
the Act; or
(j) any action similar to any of those set forth above.
Item 5. Interest in Securities of the Issuer
(a) See Item 2 above. Subject thereto, Mercury has dispositive
power with respect to 1,869,010 Common Shares or approximately 7.49% of the
Common Shares outstanding.
(b) See Item 2 above.
(c) See Item 2 Above. Subject thereto, transactions in the Common
Shares effected by Mercury on behalf of its investment clients are set
forth in Annex B. All transactions were effected on the National
Association of Securities Dealers Automated Quotation System (NASDAQ)
National Market System.
(d) See Item 2 above. The investment clients of Mercury have the
right to receive dividends from, and proceeds from the sale of Common
Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Except as set forth in Item 2 above, neither Mercury nor, to the best
of its knowledge, any of the persons listed in Annex A hereto has any
contract, arrangement, understanding or relationship (legal or otherwise)
with any person with respect to any securities of the Issuer, including but
not limited to transfer or voting of any of such securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of
proxies.
Item 7. Material to be Filed as Exhibits
None.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: 2 October, 1996
for Mercury Asset Management plc.
By _______________________________
Authorised Signatory
Charles Farquharson
ANNEX A
MERCURY ASSET MANAGEMENT plc.
<TABLE>
<CAPTION>
Executive Officers Principal
and Directors Business Address Occupation Citizenship
- ------------------- ---------------- ---------- -----------
<S> <C> <C> <C>
Joint Chairman
- --------------
David William James PRICE 33 King William Street, Investment British
(Joint Chairman) London, EC4R 9AS. Director
Stephen Anthony ZIMMERMAN 33 King William Street, Investment British
(Joint Chairman) London, EC4R 9AS. Director
Deputy Chairman
- ---------------
Carol GALLEY (Miss) 33 King William Street, Investment British
(Deputy Chairman) London, EC4R 9AS Director
- -----------------
Christopher Nigel 33 King William Street, Investment British
HURST-BROWN London, EC4R 9AS Director
(Deputy Chairman)
Frederick David Stewart 33 King William Street, Investment British
ROSIER (Deputy Chairman) London, EC4R 9AS Director
Vice Chairman
- -------------
Dr. Ross John BUNCE 33 King William Street, Investment British
(Vice Chairman) London, EC4R 9AS Director
Andrew Searle DALTON 33 King William Street, Investment British
(Vice Chairman) London, EC4R 9AS. Director
Charles Vivian JACKSON 33 King William Street, Investment British
(Vice Chairman) London, EC4R 9AS Director
Directors
- ---------
Ian ARMITAGE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Norman McLeod BACHOP 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Ian Christopher Simon BARBY 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Stuart John BAXTER 33 King William Street, Investment British
(Director) London, EC4R 9AS DIrector
Thomas Jan BERGER 33 King William Street, Investment American
(Director) London, EC4R 9AS Director
David Thomas Alan BOYLE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Carol Consuelo BROOKE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
John Loughlin CALLAHAN 33 King William Street, Investment American
(Director) London, EC4R 9AS Director
David John CAUSER 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Thomas William George 33 King William Street, Investment British
CHARLTON London, EC4R 9AS Director
(Director)
Nicholas James CHARRINGTON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Colin Martin CLARK 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Nicholas James COATS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Stephen Benedict COHEN 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
John Nicholas COTTON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Graham Richard DIXON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Charles Bowen FARQUHARSON 33 King William Street, Company British
(Company Secretary London, EC4R 9AS Secretary
& Director) & Director
Christopher Nigel Holland 33 King William Street, Investment British
FOSTER (Director) London, EC4R 9AS Director
Peter John GIBBS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Peter John Woodville 33 King William Street, Investment British
HARRISON (Director) London, EC4R 9AS Director
Paul HARWOOD 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Timothy John HASTON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Andrew Malcolm 33 King William Street Investment British
HUNTER-JOHNSTON London, EC4R 9AS Director
(Director)
Michael Francis Mostyn 33 King William Street, Investment British
Owen JODRELL London, EC4R 9AS Director
(Director)
Andreas Christian Jutting 33 King William Street Investment Danish
LEHMAN London, EC4R 9AS Director
(Director)
Dr. Gordon Alan LINDSAY 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Gary LOWE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Roderick James MACLEOD 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Paul Roderick Clucas MARSHALL 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Shaun Albert MAYS 25 Floor,101 Collins Investment British/
(Director) Street,Melbourne,Vic Director Australian
3000 AUSTRALIA
Keith Richard MULLINS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Masaru NISHIZAWA Hibiya Kokusai Building, Investment Japanese
(Director) 2-2-3 Uchisaiwaicho, Director
Chiyoda-Ku, Tokyo 100
Maurice Joseph O'SHANNASSY 33 King William Street, Investment Australian
(Director) London, EC4R 9AS Director
Thomas Andrew OATES 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Peter Vincent OLSBERG 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Ching Han ONG 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Roderick Louis PARIS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
John PARSLOE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Andrew Phillip PICKARD 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Ronald William PULLEN 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
John William RICHARDS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Nicholas King RITCHIE 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Alexander Frederick 33 King William Street, Investment British
James ROE (Director) London, EC4R 9AS Director
Richard George ROYDS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Lynn Christine RUDDICK 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Clifford John SHAW Warburg Asset Management Investment British
(Director) Japan Ltd., Director
Hibiya Kokusai Building,
7th Floor,
2-2-3- Uchisaiwaicho,
Chiyoda-ku, Tokyo 100
Ian Michael SLACK 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Peter William STANYER 33 King William Street Investment British
(Director) London, EC4R 9AS Director
Rodney STEEL 33 King William Street Investment British
(Director) London, EC4R 9AS Director
Hugh Alexander STEVENSON 33 King William Street, Chairman of British
(Director) London, EC4R 9AS Mercury Asset
Management
Group plc
Barry William WOOLF 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
</TABLE>
<TABLE>
MERCURY ASSET MANAGEMENT plc.
<CAPTION>
Executive Officers Principal
and Directors Business Address Occupation Citizenship
- ------------------- ---------------- ---------- -----------
<S> <C> <C> <C>
Joint Chairman
- --------------
Hugh Alexander STEVENSON 33 King William Street, Investment British
(Chairman) London, EC4R 9AS. Director
Deputy Chairman
- ---------------
David William James PRICE 33 King William Street, Investment British
(Deputy Chairman) London, EC4R 9AS. Director
Stephen Anthony ZIMMERMAN 33 King William Street, Investment British
(Deputy Chairman) London, EC4R 9AS. Director
Vice Chairman
- -------------
Carol GALLEY (Miss) 33 King William Street, Investment British
(Vice Chairman) London, EC4R 9AS. Director
Company Secretary
- -----------------
Charles Bowen FARQUHARSON 33 King William Street, Company British
(Secretary) London, EC4R 9AS. Secretary
Directors
- ---------
Paul Graham BOSONNET 33 King William Street, Investment British
(Director) London, EC4R 9AS. Director
David John CAUSER 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Andrew Searle DALTON 33 King William Street, Investment British
(Director) London, EC4R 9AS. Director
Peter Stormonth DARLING 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Hugh Jon FOULDS 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Christopher Nigel 33 King William Street, Investment British
HURST-BROWN (Director) London, EC4R 9AS Director
Charles Vivian JACKSON 33 King William Street, Investment British
(Director) London, EC4R 9AS Director
Frederick David Stewart 33 King William Street, Investment British
ROSIER (Director) London, EC4R 9AS Director
John Charles Grayson 33 King William Street, Investment British
STANCLIFFE London, EC4R 9AS Director
(Director)
</TABLE>
<TABLE>
<CAPTION>
Mercury Asset Management Group plc
Directors Lists
CORPORATE INFORMATION
Field of Country of
Name Registered Office Activity Incorporation
- ---- ----------------- -------- --------------
<S> <C> <C> <C>
Mercury Asset 33 King William Street, Holding Company England
Management Group plc London, EC4R 9AS
Mercury Asset 33 King William Street, Investment England
Management plc London, EC4R 9AS Management and Advice
</TABLE>
ANNEX B
PIONEER GROUP INC.
COMMON SHARES
PRICE PER DAILY
DATE PURCHASE SALE SHARE TOTALS
07.17.96 B/Fwd 2,126,450
07.26.96 4,440 25.875 2,122,010
07.29.96 15,000 25.875 2,107,010
08.02.96 15,000 26.000 2,092,010
08.05.96 10,000 26.1375 2,082,010
08.15.96 150,000 26.000 1,932,010
09.25.96 12,000 26.375 1,920,010
09.26.96 51,000 26.25 1,869,010
s13pio.doc
