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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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(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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April 11, 2000
LENS INVESTMENT MANAGEMENT, LLC SEEKS TO MAXIMIZE VALUE OF
THE PIONEER GROUP, INC. FOR ALL STOCKHOLDERS
Dear Fellow Stockholder:
DO NOT RETURN ANY PROXY CARD SUPPLIED TO YOU BY THE COMPANY.
RETURN THE GOLD PROXY CARD ONLY.
We are forwarding to you with this letter our proxy statement and
GOLD Proxy Card for use in connection with the 2000 Annual Meeting of
Stockholders of The Pioneer Group, Inc., scheduled for May 16, 2000. In view of
the dismal performance of Pioneer shares and the Company's unsuccessful strategy
of investing outside of its core fund management business, we believe that
action must be taken to avoid further deterioration of stockholder value. THE
ACTION WE PROPOSE IS THE IMMEDIATE SALE OF PIONEER TO THE HIGHEST BIDDER IN AN
AUCTION. As more fully described in our proxy statement, our analysis indicates
that such a sale could bring to stockholders a price in excess of $29 per share,
and as much as $42 per share.
Lens Investment Management, LLC and its affiliates hold approximately
4.1% of the outstanding Pioneer shares. We are nominating five persons for
election to Pioneer's Board of Directors at the 2000 Annual Meeting of
Stockholders who, if elected, will constitute a majority of the Board.
DISMAL PERFORMANCE
Pioneer stockholders essentially missed out on one of the most
remarkable periods of growth in the history of the stock market. Pioneer common
stock reached a high of $33.38 per share in December 1997 and never again
returned to that level, closing yesterday at $23.31 per share. According to the
Company's own calculations, $100 investments made on December 31, 1994 in the
Russell 3000 Index and in an index of investment managers selected by the
Company would have grown to $325 and $289, respectively, by December 31, 1999. A
$100 investment in the Company would have declined to $75 over the same period.
PIONEER SHOULD BE SOLD TO THE HIGHEST BIDDER
As more fully described in our proxy statement, WE HAVE ESTIMATED
THAT THE VALUE OF PIONEER'S EQUITY IN A SALE COULD BE MORE THAN $29 PER SHARE,
AND AS MUCH AS $42 PER SHARE. The Pioneer Board has not taken any concrete
steps, and has announced no plans that we believe are likely to result in the
stockholders receiving comparable value for their common stock in the
foreseeable future. Consequently, we are advocating that the Company be sold
immediately to deliver this now-unrealized value to you - its stockholders -
before any further deterioration in the stock price can occur.
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The Company recently announced that it had retained two investment
banking firms to explore strategic alternatives, including a corporate sale.
While we find this encouraging, we are wary of the Company's commitment to such
a sale. The Company has a history of failing to act decisively when it comes to
business dispositions. For example, in October 1998, the Company hired an
investment banking firm and announced its intention to sell its gold mining
operations in Ghana. Today, over 17 months later, no such disposition has
occurred. By electing our nominees, you would be assured that a majority of the
Pioneer Board, subject to their fiduciary duties, would be committed to a sale
of the Company.
THE CHOICE IS YOURS.
By running our own slate of nominees, we believe we are giving you,
the Company's stockholders, a choice. If you are satisfied with the performance
of your Company and its stock price, no doubt you will reelect the Board's
nominees. But, if you - like us - are not satisfied and believe that the
Company's stockholders would benefit from diligent efforts to sell the Company
at a premium to its current market value through an auction process, we urge you
to support our nominees. By electing our nominees, you would be assured that a
majority of the Pioneer Board would be committed to securing such a sale,
subject to its fiduciary duty.
Your views and vote are important. Do not return any Proxy Card
supplied by the Company. VOTE ONLY ON LENS' GOLD PROXY CARD DISTRIBUTED WITH OUR
PROXY STATEMENT (EVEN IF YOU HAVE PREVIOUSLY VOTED ON THE COMPANY'S PROXY CARD
- -- YOUR LATER SUBMISSION WILL VOID ANY EARLIER PROXY CARD).
Should you have any questions or comments, please contact MacKenzie
Partners, Inc. at (212) 929-5500 (call collect) or CALL TOLL-FREE: (800)
322-2885.
Sincerely,
Lens Investment Management, LLC
