SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to section 240.14a-11(c) or section
240.14a-12
THE PIONEER GROUP, INC.
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(Name of Registrant as Specified in Its Charter)
n/a
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(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
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and 0-11.
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DON'T SIGN LENS'S GOLD PROXY CARD
April 18, 2000
DEAR FELLOW STOCKHOLDER:
Your Board of Directors is pleased to inform you of certain recent
developments concerning your investment in The Pioneer Group, Inc.
On February 11, 2000, your Board engaged Merrill Lynch & Co. and
Salomon Smith Barney Inc., two nationally-recognized investment banking
firms, to each independently conduct a financial analysis of the Company's
businesses and to assist the Board in evaluating strategic alternatives. A
short time later, on March 3, 2000, your Board announced that it had
completed its review and had unanimously authorized the Company's bankers
to actively explore those alternatives that would maximize shareholder
value, including the possible sale of the Company. THIS PROCESS IS
CONTINUING, AND YOUR BOARD IS VERY ENCOURAGED BY THE EXPRESSIONS OF
INTEREST RECEIVED TO DATE.
Despite your Company's recent announcements, on April 13, 2000, LENS
Investment Management, LLC commenced a proxy contest to take control of
your Company's Board at the annual meeting of stockholders scheduled for
May 16, 2000. Although the stated purpose of the LENS candidates is to
force the immediate sale of Pioneer, they admit there can be no assurance
that they would be able to successfully implement their plan to sell the
Company if elected to the Board. The LENS candidates disclose further that
they could decide to abandon their plan to sell the Company and "pursue
another course of action."
YOUR BOARD HAS CONCLUDED UNANIMOUSLY THAT THE ELECTION OF THE LENS
CANDIDATES WOULD BE CONTRARY TO YOUR BEST INTERESTS SINCE IT WOULD
EFFECTIVELY UNDO THE WORK YOUR BOARD, MANAGEMENT AND THE COMPANY'S
INVESTMENT BANKERS HAVE ALREADY DONE IN SEEKING TO MAXIMIZE STOCKHOLDER
VALUE. YOU ARE STRONGLY URGED NOT TO SIGN ANY GOLD PROXY CARD YOU MAY
RECEIVE FROM THE LENS DISSIDENT GROUP. PLEASE SUPPORT YOUR BOARD BY
SIGNING, DATING AND MAILING THE ENCLOSED WHITE MANAGEMENT PROXY CARD AT
YOUR EARLIEST CONVENIENCE.
WHAT IS LENS?
LENS Investment Management is, in effect, a professional dissident
stockholder. You should know that LENS had threatened or commenced proxy
contests against numerous other public companies before targeting Pioneer.
LENS's most recent dissident campaign was against Juno Lighting, Inc. in
June 1999. In that effort, LENS waged an unsuccessful proxy contest to
defeat a merger in which Juno stockholders received a premium of 22% over
prevailing market prices prior to the announcement of the merger.
Although LENS discloses ownership of 4.1% of Pioneer's outstanding
shares, most of these shares represent an investment by LENS's clients, and
not a personal commitment on the part of the LENS candidates. IN FACT, THE
LENS CANDIDATES BENEFICIALLY OWN ONLY 108,022 PIONEER SHARES -- FAR FEWER
THAN THE 3,481,643 SHARES BENEFICIALLY OWNED BY YOUR CURRENT BOARD.
OUR VIEW OF THE LENS PLATFORM - START THE PROCESS OVER
We see no valid reason to hand over control of your Company to LENS
at a time when, by the date of the annual meeting, your Board and its
advisors will have already committed over three months effort toward
exploring transactions to maximize value for Pioneer stockholders. Although
LENS has stated publicly it was "encouraged" by your Company's actions in
this regard, LENS has disrupted the process and diverted the Board's and
management's attention from the task at hand by making burdensome demands
for documents and threatening baseless lawsuits in furtherance of its
dissident campaign. Furthermore, we assume that the LENS candidates would
have to spend considerable time learning about your Company's complex
businesses -- and managing them in the process -- before they could even
begin to attempt to sell your Company. ASK YOURSELF HOW MUCH TIME, EFFORT
AND MONEY WILL HAVE BEEN WASTED IF THE LENS GROUP GAINS CONTROL OF PIONEER?
In addition, although LENS freely attacks the performance of your
Company, it fails to offer any suggestions to improve your Company's
operations. If LENS were to abandon its plans to sell Pioneer -- as it
warns it could do -- WHAT WOULD HAPPEN TO THE VALUE OF YOUR INVESTMENT IF
THE LENS CANDIDATES WERE SUDDENLY FORCED TO RUN A COMPANY THEY APPARENTLY
KNOW LITTLE ABOUT?
WE BELIEVE YOUR CHOICE IS CLEAR
We deeply regret that a costly and disruptive proxy contest is being
forced upon your Company at a time when the Board's and management's
collective energies should be devoted toward maximizing value for all
Pioneer stockholders. We believe your best interests will be served, not by
returning to square one with an untested opposition group, but by
reelecting your Board of Directors and allowing them to complete a process
which is well underway. PLEASE SIGN, DATE AND MAIL THE ENCLOSED WHITE
MANAGEMENT PROXY CARD TODAY.
Sincerely,
John F. Cogan, Jr.
President
-IMPORTANT-
Please be sure your latest dated proxy card is a WHITE proxy card voting
FOR the management nominees. A later dated gold proxy card, even if marked
"withhold authority" to vote for the LENS group, will revoke your vote for
management. If you have any questions or need assistance in voting your
shares, please call D. F. King & Co., Inc., our proxy solicitor, at:
(800) 347-4750 (call toll-free)
