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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
[ ] Definitive Additional Materials Commission Only (as permitted)
[X] Soliciting Material Pursuant to by Rule 14a-6(e)(2)
Rule 14a-11(c) or 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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(2) Form, Schedule or Registration Statement No.: Not applicable.
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(3) Filing Party: Not applicable.
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(4) Date Filed: Not applicable.
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58531.0014
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FOR IMMEDIATE RELEASE
CONTACT
Timothy Holland
Alan Towers Associates, Inc.
212-354-6942
[email protected]
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LENS OFFERS FOUR CANDIDATES FOR PIONEER BOARD
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- CALLS FOR COMPANY TO BE SOLD -
Portland, Me., February 23, 2000 - Lens Investment Management, LLC, the activist
investment firm, has filed a preliminary proxy statement with the Securities and
Exchange Commission in connection with the 2000 Annual Meeting of Pioneer Group,
Inc., (NASDAQ: PIOG). Lens called for the sale of Pioneer and the election of
its four nominees to Pioneer's Board of Directors to advocate for the successful
sale of the company. Pioneer's 2000 Annual Meeting is scheduled to be held on
May 16 at 9:30 AM at the offices of Hale and Dorr in Boston, Massachusetts.
In its preliminary proxy statement, Lens also detailed what it considers to be
Pioneer's misguided management decisions and ongoing poor financial performance.
The filing explained why Lens believes a sale of the company now represents the
best option for maximizing shareholder value. The Lens preliminary proxy
statement can be found at the SEC's website, www.sec.gov. Lens and its
affiliates, which manage in excess of $400 million of capital, own approximately
4.1% of Pioneer's outstanding common stock.
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
Biographies for the candidates are attached.
(MORE)
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LENS OFFERS FOUR CANDIDATES FOR PIONEER BOARD/PAGE 2
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.
CERTAIN ADDITIONAL INFORMATION
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The persons issuing this press release (the "Participants") have filed a
preliminary proxy statement with the Securities and Exchange Commission in
connection with a solicitation of proxies with respect to Pioneer. The
Participants advise all Pioneer stockholders to read the preliminary proxy
statement because it contains important information, including the identities of
the Participants and a description of their interests. The preliminary proxy
statement is available at no charge on the SEC's website at http://www.sec.gov.
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ATTACHMENT
BIOGRAPHIES OF LENS'S CANDIDATES
PAGE 1 OF 2
NAME, BUSINESS PRESENT PRINCIPAL OCCUPATION AND PRINCIPAL
ADDRESS AND AGE OCCUPATIONS DURING LAST FIVE (5) YEARS;
- --------------- DIRECTORSHIPS
-----------------------------------------
John P.M. Higgins Principal in and President and Chief Investment
c/o Lens Investment Officer of Lens (engaged primarily in the
Management, LLC investment management and investment advisory
45 Exchange Street businesses) since 1992; Director and President
Portland, ME 04101 of Ram (engaged primarily in the investment
Age 51. management and investment advisory businesses)
since 1991; Alternate Director of Hermes Lens
Asset Management Ltd. (an investment management
and investment advisory business) since 1998;
Director and Chairman of the Executive
Committee of Atlantic Bank, N.A. (a national
bank) from 1994 to 1997; Vice President of and
responsible for cross border mergers and
acquisitions for Banque de Gestion Privee (a
French merchant bank) from 1987 to 1990; Vice
President in charge of investments for Lambert
Brussels Capital Corp. (a financial services
company) from 1985 to 1987.
Robert B. Holmes Principal in and Investment Committee Member
c/o Lens Investment for Lens since 1992; Director of Dayton
Management, LLC Superior Corp. (a manufacturer of accessories
45 Exchange Street used in concrete construction and paving) since
Portland, ME 04101 1996; Advisory Director of Ripplewood Holdings,
Age 68. L.L.C. (a manager of private equity funds and
other private investments) since 1995; advisor
to Nihon Nosan Koygo K.K. (a grain and food
products company) since 1998; Director of
Mitsubishi International Corp. (a worldwide
trading company) since 1990 and consultant
since 1994; Director and Chairman of the Audit
Committee of Atlantic Bank, N.A. from
1994-1997; private investor.
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ATTACHMENT
BIOGRAPHIES OF LENS'S CANDIDATES
PAGE 2 OF 2
NAME, BUSINESS PRESENT PRINCIPAL OCCUPATION AND PRINCIPAL
ADDRESS AND AGE OCCUPATIONS DURING LAST FIVE (5) YEARS;
- --------------- DIRECTORSHIPS
-----------------------------------------
Robert A.G. Monks Principal in and participant in the management
c/o Lens Investment of Lens since 1990; Director of Ram since 1989;
Management, LLC Director of Hermes Lens Asset Management Ltd.
45 Exchange Street since 1998; Chairman of the Board of the Boston
Portland, ME 04101 Company (a bank holding company), and its
Age 66 wholly-owned subsidiary Boston Safe Deposit and
Trust Co. from 1979 to 1981 and a member of the
Board of Directors thereof from 1975 to 1979;
Principal in Gardner Associates (a money
manger) from 1965 to 1967; Director of Tyco
International Ltd. (a diversified manufacturing
and service company) from 1985 to 1994; private
investor.
Richard A. Bennett Director of Governance for Lens since 1997;
c/o Lens Investment Maine State Senator since 1996; proprietor of
Management, LLC the Bennett Development Company (a research and
45 Exchange Street public affairs consulting business) since 1992;
Portland, ME 04101 sales manager of Burlington Homes of Maine,
Age 36 Inc. (a manufactured housing business) from
1995 to 1996.
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