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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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 [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Definitive Proxy Statement [ ] Confidential, for Use of the
[X] Definitive Additional Materials Commission Only (as permitted)
[ ] Soliciting Material Pursuant to by Rule 14a-6(e)(2)
Rule 14a-12
THE PIONEER GROUP, INC.
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(Name of Registrant as Specified In Its Charter)
LENS INVESTMENT MANAGEMENT, LLC
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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.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
Not applicable
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(2) Aggregate number of securities to which transaction applies: Not
applicable.
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): Not
applicable.
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(4) Proposed maximum aggregate value of transaction: Not applicable.
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(5) Total Fee Paid: Not applicable.
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid: Not applicable.
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(4) Date Filed: Not applicable.
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NY2:\911472\01\58531.0014
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CONTACT FOR IMMEDIATE RELEASE
Timothy Holland
Alan towers associates
212-354-6942
[email protected]
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INSTITUTIONAL SHAREHOLDER SERVICES ENDORSES LENS'S
CANDIDATES FOR PIONEER BOARD
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PORTLAND, ME, May 10, 2000 - Institutional Shareholder Services (ISS), America's
leading consultant to institutional investors on the voting of proxies, has
endorsed the five candidates Lens Investment Management, LLC, proposed for
election to the Board of Directors of Pioneer Group, Inc. (NASDAQ: PIOG). In its
Pioneer proxy statement, Lens has stated that, if elected, the candidates will
push immediately for the successful sale of the company. Pioneer's 2000 Annual
Meeting is scheduled for May 16 at 9:30 AM at the offices of Hale and Dorr in
Boston, Massachusetts.
"The ISS endorsement of the Lens candidates speaks to the credibility of our
Pioneer campaign and our belief that Pioneer's sale is the surest means of
maximizing shareholder value," said Richard A. Bennett, Director of Governance
at Lens. "We're very pleased ISS has sided with us and rejected the arguments of
incumbent management."
The ISS report included the following analysis of the Lens effort at Pioneer:
"We do not subscribe to management's view that election of the LENS nominees
will significantly delay, impede, or otherwise disrupt the auction process."
"ISS believes that the incumbent board has taken actions that may not have been
in the best interests of shareholders. First, we believe the retention
agreements designed to retain key members of management were poorly conceived."
"The presence of the incumbent board, including Mr. Cogan [Pioneer's CEO] and
other members of senior management, has not served to maximize or even preserve
shareholder value in the past. Since LENS has taken a stake in the company and
pushed for action, PG's stock price has increased dramatically. We have been
presented no substantive evidence as to why these relationships should diverge
in the future."
(MORE)
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INSTITUTIONAL SHAREHOLDER SERVICES ENDORSES...PAGE 2
"We recommend WITHHOLDING votes from management's nominees."
"We recommend a vote FOR Item 1." [Elect Directors of Opposition Slate]
The Lens proxy statement can be found at the SEC's website, www.sec.gov.
Lens's candidates for Pioneer's Board of Directors are:
o John P. M. Higgins
o Robert B. Holmes
o Robert A. G. Monks
o Richard A. Bennett
o George W. Siguler
Lens Investment Management, LLC, is an activist investment management firm that
invests in companies it believes are underperforming despite strong underlying
values and susceptible to increased value through shareholder activism. Its
founder and Chairman Robert A. G. Monks is an internationally recognized
authority on corporate governance and a pioneering activist investor. Lens and
its affiliates, which manage in excess of $400 million of capital, own
approximately 4.34% of Pioneer's outstanding common stock.
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