<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND
AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. )(1)
The Pioneer Group, Inc.
-----------------------
(Name of Issuer)
Common Stock, $.10 par value per share
--------------------------------------
(Title of Class of Securities)
723684 10 6
--------------
(CUSIP Number)
John F. Cogan, Jr.
c/o The Pioneer Group, Inc.
60 State Street
Boston, Massachusetts 02109
Telephone 617-742-7825
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 14, 2000
-------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
Note. Schedules filed in a paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to which copies are to be sent.
(1) 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 the disclosures provided in a prior cover page.
The information required in 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).
(continued on following pages)
Page 1 of 16 pages (including exhibits)
<PAGE> 2
CUSIP NO. 723684 10 6 PAGE 2 of 16
SCHEDULE 13D
- --------------------------------------------------------------------------------
(1) Names of Reporting Persons
John F. Cogan, Jr.
David D. Tripple
Eric W. Reckard
Robert P. Nault
I.R.S. Identification Number of Above Persons (Entities Only)
Not Applicable
- --------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [x]
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(3) SEC Use Only
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(4) Source of Funds
Not Applicable
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(5) Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Item 2(d) or 2(e) [ ]
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(6) Citizenship or Place of Organization
Each Reporting Person is a United States Citizen
- --------------------------------------------------------------------------------
Number of Shares Beneficially Owned By Each Reporting Person With:
(7) Sole Voting Power
John F. Cogan, Jr. - 3,715,704
David D. Tripple - 461,485
Eric W. Reckard - 108,419
Robert P. Nault - 99,969
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<PAGE> 3
CUSIP NO. 723684 10 6 PAGE 3 of 16
(8) Shared Voting Power
John F. Cogan, Jr. - 74,340
David D. Tripple - 0
Eric W. Reckard - 0
Robert P. Nault - 0
- --------------------------------------------------------------------------------
(9) Sole Dispositive Power
John F. Cogan, Jr. - 3,751,662
David D. Tripple - 461,485
Eric W. Reckard - 108,419
Robert P. Nault - 99,969
- --------------------------------------------------------------------------------
(10) Shared Dispositive Power
John F. Cogan, Jr. - 74,340
David D. Tripple - 0
Eric W. Reckard - 0
Robert P. Nault - 0
- --------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
John F. Cogan, Jr. - 3,826,002
David D. Tripple - 461,485
Eric W. Reckard - 108,419
Robert P. Nault - 99,969
- --------------------------------------------------------------------------------
(12) Check Box if the Aggregate Amount in Row 11 Excludes
Certain Shares [ ]
- --------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row 11
16.2% in the aggregate
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(14) Type of Reporting Person
Each Reporting Person is an Individual (IN)
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<PAGE> 4
CUSIP NO. 723684 10 6 PAGE 4 of 16
ITEM 1. SECURITY AND ISSUER
The class of equity securities to which this Statement on Schedule 13D
relates is the common stock, $.10 par value per share (the "Common Stock"), of
The Pioneer Group, Inc. (the "Issuer"), a Delaware corporation, with its
principal executive offices located at 60 State Street, Boston, MA 02109.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is being filed by the following executive officers of
the Issuer (collectively, the "Reporting Persons"):
John F. Cogan, Jr. Mr. Cogan is the Chief Executive Officer, President
and Chairman of the Board of the Issuer.
David D. Tripple. Mr. Tripple is the Executive Vice President of the
Issuer and President of Pioneer Investment Management.
Eric W. Reckard. Mr. Reckard is the Executive Vice President, Chief
Financial Officer and Treasurer of the Issuer.
Robert P. Nault. Mr. Nault is the Senior Vice President, General
Counsel and Assistant Secretary of the Issuer.
Each of the Reporting Persons is a citizen of the United States. The
business address of each of the Reporting Persons is c/o The Pioneer Group,
Inc., 60 State Street, Boston, MA 02109. The Issuer's principal business is
investment management.
During the last five years, none of the Reporting Persons has been (a)
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (b) a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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 violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
This Statement relates to the execution of a Voting Agreement by the
Reporting Persons, as described in Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION.
The Issuer entered into an Agreement and Plan of Merger (the "Merger
Agreement"), dated as of May 14, 2000, between the Issuer and UniCredito
Italiano S.p.A., a corporation organized under the laws of the Republic of Italy
("UniCredito"), pursuant to which a subsidiary of UniCredito will be merged with
and into the Issuer (the "Merger"). The Merger Agreement is incorporated by
reference as Exhibit 2 hereto, and its description herein is qualified in its
entirety by reference thereto.
<PAGE> 5
CUSIP NO. 723684 10 6 PAGE 5 of 16
Pursuant to the Merger Agreement, UniCredito will purchase all of the
outstanding shares of the Issuer for $43.50 per share in cash. In the
transaction, UniCredito will acquire all of the Issuer's global investment
management businesses. Prior to the closing of the transaction with UniCredito,
the Issuer will distribute to its shareholders 100% of the Issuer's ownership
interest in its remaining assets, including its Russian financial services
operation, its natural resource businesses, and its interests in venture capital
and real estate. Following the Merger, the Common Stock will cease to be traded
on the Nasdaq National Market and will be eligible for termination of
registration under the Act. Completion of the Merger is subject to, among other
things, approval by the Issuer's shareholders, the Issuer's mutual fund board of
trustees and fund shareholders, and various regulatory agencies.
In consideration of, and as a condition to, UniCredito entering into
the Merger Agreement, each of the Reporting Persons executed a Voting Agreement
(the "Voting Agreement"), dated as of May 14, 2000, pursuant to which each
Reporting Person, among other things, agreed to vote or cause to be voted all
shares of Common Stock that such Reporting Person is entitled to vote for the
approval of the Merger and against any other action or agreement that would
result in a breach by the Issuer of any covenant, representation or warranty of
the Merger Agreement. The Voting Agreement is attached as Exhibit 1 hereto, and
its description herein is qualified in its entirety by reference thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As a result of the Voting Agreement, the Reporting Persons may
collectively be deemed to beneficially own, within the meaning of Rule 13d-3 of
the Act, an aggregate of 4,495,875 shares of Common Stock, which would represent
approximately 16.2% of the shares of Common Stock outstanding (based on the
number of shares of Common Stock outstanding on May 14, 2000, as set forth in
the Merger Agreement, plus options held by the Reporting Persons that are
currently exercisable or that will be exercisable at the time of the Merger).
The Reporting Persons, individually, beneficially own the number of shares of
Common Stock set forth in the table below. Except as otherwise set forth below,
each Reporting Person has sole voting and dispositive power over all of the
shares beneficially owned by such Reporting Person. Each of the Reporting
Persons disclaims beneficial ownership of the shares of Common Stock
beneficially owned by the other Reporting Persons and by UniCredito. The
Reporting Persons also disclaim that they constitute a "group" for purposes of
Section 13(d) of the Act and the rules and regulations thereunder.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENTAGE OF
NAME OF OF COMMON STOCK OUTSTANDING SHARES
REPORTING PERSON BENEFICIALLY OWNED (1) OF COMMON STOCK (2)
- ---------------- ---------------------- -------------------
<S> <C> <C>
John F. Cogan, Jr. (3)............... 3,826,002 14.0%
David D. Tripple (4)................. 461,485 1.7%
Eric W. Reckard (5).................. 108,419 0.4%
Robert P. Nault (6).................. 99,969 0.4%
</TABLE>
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<PAGE> 6
CUSIP NO. 723684 10 6 PAGE 6 of 16
(1) As of May 14, 2000.
(2) Based on the number of shares of Common Stock outstanding on May 14,
2000, as set forth in the Merger Agreement, plus options held by the
Reporting Person that are currently exercisable or that will be
exercisable at the time of the Merger.
(3) Consists of 2,038,294 shares held directly, 510,000 shares subject to
outstanding options held by the Reporting Person that are currently
exercisable or that will be exercisable at the time of the Merger,
1,241,750 shares held by Trusts on behalf of which the Reporting Person
serves as trustee and 35,958 shares held indirectly for the benefit of
the Reporting Person pursuant to the Company's deferred compensation
plan. The Reporting Person has sole voting power with respect to
3,715,704 of the shares of Common Stock beneficially owned, sole
dispositive power with respect to 3,751,662 of the shares of Common
Stock beneficially owned and shared voting and investment power with
respect to 74,340 of the shares of Common Stock beneficially owned.
(4) Includes 292,500 shares of Common Stock subject to outstanding options
held by the Reporting Person that are currently exercisable or that
will be exercisable at the time of the Merger.
(5) Includes 100,000 shares of Common Stock subject to outstanding options
held by the Reporting Person that are currently exercisable or that
will be exercisable at the time of the Merger.
(6) Includes 90,000 shares of Common Stock subject to outstanding options
held by the Reporting Person that are currently exercisable or that
will be exercisable at the time of the Merger.
Except as described herein, none of the Reporting Persons has acquired,
disposed of or otherwise transferred or transacted in any shares of Common Stock
within the past 60 days, except as follows:
In May 2000, Mr. Cogan transferred, as a gift and without the receipt
of any consideration therefor, 1,000 shares of Common Stock into a family trust.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Except for the Voting Agreement or disclosed in the footnotes in Item 5
above, none of the Reporting Persons has entered into any contracts,
arrangements, understandings or relationships (legal or otherwise) with any
person with respect to any securities of the Issuer, including, but not limited
to, transfer or voting of any securities, finders 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.
<PAGE> 7
CUSIP NO. 723684 10 6 PAGE 7 of 16
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
EXHIBIT NO. DESCRIPTION
1 Voting Agreement, dated as of May 14, 2000, among John F.
Cogan, Jr., David D. Tripple, Eric W. Reckard, Robert P.
Nault and UniCredito Italiano S.p.A. (filed herewith)
2 Agreement and Plan of Merger, dated as of May 14, 2000,
between The Pioneer Group, Inc. and UniCredito Italiano
S.p.A. (incorporated by reference from Form 8-K filed by The
Pioneer Group, Inc. with the Commission on May 16, 2000)
3 Joint Filing Agreement, dated as of May 22, 2000, among John
F. Cogan, Jr., David D. Tripple, Eric W. Reckard and Robert
P. Nault
<PAGE> 8
CUSIP NO. 723684 10 6 PAGE 8 of 16
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief
of each of the undersigned, each of the undersigned certifies, in his individual
capacity, that the information set forth in this Statement is true, complete and
correct.
Date: May 22, 2000
/s/ John F. Cogan, Jr.
------------------------
John F. Cogan, Jr.
/s/ David D. Tripple
------------------------
David D. Tripple
/s/ Eric W. Reckard
------------------------
Eric W. Reckard
/s/ Robert P. Nault
------------------------
Robert P. Nault
<PAGE> 1
EXHIBIT 1
VOTING AGREEMENT
VOTING AGREEMENT, dated as of May 14, 2000 (this "Agreement"), by the
executive officers identified on Schedule A hereto (each, a "Stockholder" and
collectively, the "Stockholders") of The Pioneer Group, Inc., a company
organized under the laws of the state of Delaware (the "Company"), to and for
the benefit of UniCredito Italiano S.p.A, a company organized under the laws of
the Republic of Italy ("Parent").
WHEREAS, as of the date hereof, each of the Stockholders owns of record
and beneficially or has the power to vote the number of shares of the Company's
common stock, par value $.10 per share (the "COMPANY COMMON STOCK"), set forth
opposite such Stockholder's name on SCHEDULE A hereto (such shares, together
with any shares of Company Common Stock acquired by the Stockholders prior to
the termination of this Agreement being referred to herein as the "SHARES")
WHEREAS, concurrently with the execution of this Agreement, Parent and
the Company are entering into an Agreement and Plan of Merger, dated as of the
date hereof (the "MERGER AGREEMENT"; capitalized terms used and not otherwise
defined herein shall have the respective meanings assigned to them in the Merger
Agreement), pursuant to which, upon the terms and subject to the conditions
thereof, a wholly owned subsidiary of Parent (the "Purchaser") will be merged
with and into the Company (the "MERGER"); and
WHEREAS, as a condition to the willingness of Parent and the Company to
enter into the Merger Agreement, Parent has requested the Stockholders to agree,
and in order to induce Parent to enter into the Merger Agreement, the
Stockholders are willing to agree to vote in favor of adopting the Merger
Agreement and approving the Merger, upon the terms and subject to the conditions
set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and intending to be legally bound
hereby, the parties hereby agree, severally and not jointly, as follows:
Section 1. VOTING OF SHARES. Until the termination of this Agreement in
accordance with the terms hereof, each Stockholder hereby agrees that, at the
Company Stockholders' Meeting or any other meeting of the stockholders of the
Company, however called, and in any action by written consent of the
stockholders of the Company, each Stockholder will vote all of his Shares that
such Stockholder is entitled to vote at such meeting or action (a) in favor of
adoption of the Merger Agreement and approval of the Merger and the other
transactions contemplated by the Merger Agreement, (b) against any action or
agreement that Parent has advised the Stockholder would result in a breach of
any covenant, representation or warranty or and other obligation or agreement of
the Company under the Merger Agreement (subject to the Company's rights under
Section 5.5 of the Merger Agreement) and (c) in favor of any other matter
necessary to consummate the transactions contemplated by the Merger Agreement
that is subject to approval of the Stockholders. Except as set forth in clauses
(a), (b) and (c) of the immediately preceding
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<PAGE> 2
sentence, the Stockholder shall not be restricted from voting in favor of,
against or abstaining with respect to any other matter presented to the
Stockholders of the Company. In addition, each Stockholder agrees that he/she
will, upon request by Parent, furnish written confirmation, in form and
substance reasonably acceptable to Parent, of such Stockholder's vote in favor
of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt
and review of a copy of the Merger Agreement.
Section 2. PROXY. Each Stockholder, by this Agreement, does hereby
constitute and appoint Messrs. Pietro Modiano and Fabio Innocenzi, and each of
them acting individually, or any nominee of either of such individuals, with
full power of substitution, as such Stockholder's irrevocable proxy and
attorney-in-fact to vote the Shares as indicated in SECTION 1 in the event such
Stockholder fails to comply with his obligations under such section. Each
Stockholder intends this proxy to be irrevocable and coupled with an interest
and will take such further action and execute such other instruments as may be
necessary to effectuate the intent of this proxy and hereby revokes any proxy
previously granted by him with respect his Shares.
Section 3. TRANSFER OF SHARES. Each Stockholder severally and not
jointly represents and warrants that he/she has no present intention of taking
action to, prior to the termination of this Agreement in accordance with the
terms hereof, directly or indirectly, (a) to sell, assign, transfer, pledge,
encumber or otherwise dispose of any of the Shares, (b) deposit any of the
Shares into a voting trust or enter into a voting agreement or arrangement with
respect to the Shares or grant any proxy or power of attorney with respect
thereto which is inconsistent with this Agreement or (c) enter into any
contract, option or other arrangement or undertaking with respect to the direct
or indirect sale, assignment, transfer (including by operation of law) or other
disposition of any Shares.
Section 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Each
Stockholder severally and not jointly hereby represents and warrants to Parent
with respect to himself and the ownership of his Shares as follows:
(a) Such Stockholder has all legal capacity to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby.
(b) Such Stockholder is the record or beneficial owner of, or
has the power to vote, his Shares and, if such Stockholder is the
beneficial owner of such Shares, he owns such Shares free and clear of
any liens, claims, charges, encumbrances or voting agreements and
commitments of every kind, other than this Agreement, except as set
forth in the Merger Agreement or the Disclosure Schedules.
(c) This Agreement has been duly executed and delivered by
such Stockholder.
(d) This Agreement constitutes the valid and binding agreement
of such Stockholder, enforceable against such Stockholder in accordance
with its terms, except as such enforceability may be limited by
bankruptcy, insolvency or other similar requirements of law affecting
the enforcement of creditor's rights generally and by general
principles of equity.
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<PAGE> 3
Section 5. NO SOLICITATION. No Stockholder shall take, directly or
indirectly, (nor shall a Stockholder authorize or permit his representatives, or
to the extent within the Stockholder's control, his affiliates to take) any
action to (i) encourage (including by way of furnishing nonpublic information),
solicit, initiate or facilitate any Acquisition Proposal, (ii) enter into any
letter of intent, term sheet or other agreement with respect to any Acquisition
Proposal or (iii) participate in any way in discussions or negotiations with, or
furnish any information to, any person in connection with, or take any other
action to facilitate any inquiries or the making of any proposal that
constitutes, or could reasonably be expected to lead to, any Acquisition
Proposal; PROVIDED, HOWEVER, that nothing in this Section 5 shall prevent the
Stockholder, in his capacity as a director or executive officer of the Company,
from engaging in any activity permitted pursuant to Section 5.5 of the Merger
Agreement. The Stockholder shall immediately cease and cause to be terminated
all discussions or negotiations commenced prior to the date hereof with respect
to any Acquisition Proposal. From and after the date of the execution of this
Agreement, the Stockholder will as promptly as practicable communicate to Parent
orally and in writing any inquiry received by him relating to any Acquisition
Proposal and the material terms of any proposal or inquiry, including the
identity of the person and its affiliates making the same, that he may receive
in respect of any such negotiations or discussions being sought to be initiated
with the Company. The Stockholder shall (i) keep Parent fully informed on a
prompt basis with respect to any developments with respect to the foregoing and
(ii) provide to Parent as soon as practicable after receipt or delivery thereof
with copies of all correspondence and other written material sent or provided to
the Company from any Third Party in connection with any Acquisition Proposal. In
addition, each of the Stockholders of the Company agrees that he will not enter
into any employment, consulting or similar arrangement (or participate in any
negotiations or discussions concerning such arrangements) with any person that
has made an Acquisition Proposal (other than Parent or its affiliates) prior to
termination of this Agreement in accordance with its terms.
Section 6. TERMINATION. This Agreement shall terminate upon the earlier
to occur of (i) the Effective Time or (ii) the termination of the Merger
Agreement in accordance with the terms thereof; PROVIDED that the provisions of
Section 7 of this Agreement shall survive any termination of this Agreement; and
PROVIDED FURTHER that no such termination shall relieve any party of liability
for a breach hereof prior to termination.
Section 7. SPECIFIC PERFORMANCE. The Stockholders acknowledge that
Parent believes that irreparable damage would occur in the event any provision
of this Agreement was not performed in accordance with the terms hereof and that
the parties may be entitled to specific performance of the terms hereof, in
addition to any other remedy at law or in equity.
Section 8. MISCELLANEOUS.
(a) All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given or made
(and shall be deemed to have been duly made or given upon receipt) by
delivery in person, by facsimile, by courier service or by registered
or certified mail (postage prepaid, return receipt requested) to the
respective parties at the following addresses (or at such other address
for a party as shall be specified in a notice given in accordance
herewith):
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<PAGE> 4
IF TO PARENT:
UniCredito Italiano S.p.A.
Piazza Cordusio
Milano, Italy
Attention: Pietro Modiano, Head of Finance
Telecopy No.: (011) (3902) 876-309
and EuroPlus SGR S.p.A.
Via Turati
Milano, Italy
Attention: Fabio Innocenzi, Chief Executive Officer,
EuroPluc SGR S.p.A.
Telecopy No.: (011) (3902) 623-8309
with copies to: Shearman & Sterling
801 Pennsylvania Avenue, N.W.
Washington, D.C. 20004
Attention: Barry P. Barbash, Esq.
Telecopy No.: (202) 508-8100
and NCTM-Negri-Clementi, Toffoletto, Montironi &
Soci Studio Legale Associato
Via Monte Napoleone, 12
20121 Milan, Italy
Attention: Avv. Pietro Caliceti
Telecopy No.: (011) (3902) 783-091
IF TO THE STOCKHOLDERS:
c/o The Pioneer Group, Inc.
60 State Street
Boston, Massachusetts 02109
Attention: Robert P. Nault, Esq.
Telecopy No.: (617) 422-4293
with a copy to: Hale and Dorr LLP
60 State Street
Boston, MA 02109
Attention: Joseph P. Barri, Esq.
Telecopy No.: (617) 526-5000
-4-
<PAGE> 5
(b) This Agreement constitutes the entire agreement between
the parties hereto with respect to the subject matter hereof and
supersedes all prior agreements and understandings, both written and
oral, between the parties with respect thereto. This Agreement may not
be amended, modified or rescinded except by an instrument in writing
signed by each of the parties hereto.
(c) If any term or other provision of this Agreement is
invalid, illegal or incapable of being enforced by any rule of law, or
public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect. Upon such
determination that any term or other provision is invalid, illegal or
incapable of being enforced, the parties hereto shall negotiate in good
faith to modify this Agreement so as to effect the original intent of
the parties as closely as possible to the fullest extent permitted by
applicable law in a mutually acceptable manner in order that the terms
of this Agreement remain as originally contemplated to the fullest
extent possible.
(d) This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective successors and
permitted assigns, PROVIDED that no party may assign, delegate or
otherwise transfer any of its rights, interests or obligations under
this Agreement (except as set forth herein) without the prior written
consent of the other parties hereto.
(e) This Agreement shall be governed by, and construed in
accordance with the laws of the State of Delaware. All actions and
proceedings arising out of or relating to this Agreement shall be heard
and determined exclusively in the courts of the State of Delaware and
the United States District Court for the State of Delaware.
(f) This Agreement may be executed in counterparts, each of
which shall be deemed an original and all of which together shall
constitute one and the same instrument.
-5-
<PAGE> 6
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first written above.
STOCKHOLDERS:
/s/ John F. Cogan, Jr.
------------------------
John F. Cogan, Jr.
/s/ David D. Tripple
------------------------
David D. Tripple
/s/ Eric W. Reckard
------------------------
Eric W. Reckard
/s/ Robert P. Nault
------------------------
Robert P. Nault
AGREED AND ACKNOWLEDGED:
UNICREDITO ITALIANO S.p.A
BY: /s/ [signature appears here]
-----------------------------------
NAME:
TITLE:
-6-
<PAGE> 7
SCHEDULE A
STOCKHOLDERS
<TABLE>
<CAPTION>
Number of Shares of Company Common
Stock Owned of Record and
Name of Stockholder Address Beneficially
- ------------------------------- ------------------------------ ----------------------------------
<S> <C> <C>
1. John F. Cogan, Jr. c/o The Pioneer Group, Inc. 3,826,002
60 State Street
Boston, MA
2. David D. Tripple c/o The Pioneer Group, Inc. 461,485
60 State Street
Boston, MA
3. Eric W. Reckard c/o The Pioneer Group, Inc. 108,419
60 State Street
Boston, MA
4. Robert P. Nault c/o The Pioneer Group, Inc. 99,969
60 State Street
Boston, MA
</TABLE>
<PAGE> 1
EXHIBIT 3
JOINT FILING AGREEMENT
THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into
as of this 22nd day of May, 2000, by and among John F. Cogan, Jr., David D.
Tripple, Eric W. Reckard and Robert P. Nault.
The parties to this Agreement hereby agree to prepare jointly and file
timely (or otherwise to deliver as appropriate) all filings on Schedule 13D and
Schedule 13G ("Filings") required to be filed by them pursuant to Section 13(d)
or 13(g) under the Securities Exchange Act of 1934, as amended, with respect to
their respective ownership of any securities of The Pioneer Group, Inc. that are
required to be reported on any Filings as a result of or relating to the Voting
Agreement, dated as of May 14, 2000, among such parties and UniCredito Italiano
S.p.A. Each party to this Agreement further agrees and covenants to the other
parties that it will fully cooperate with such other parties in the preparation
and timely filing (and other delivery) of all such Filings.
IN WITNESS WHEREOF, the parties hereby have executed this Agreement as
of the date first set forth above.
/s/ John F. Cogan, Jr.
------------------------
John F. Cogan, Jr.
/s/ David D. Tripple
------------------------
David D. Tripple
/s/ Eric W. Reckard
------------------------
Eric W. Reckard
/s/ Robert P. Nault
------------------------
Robert P. Nault
