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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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(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.
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(4) Date Filed: Not applicable.
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58531.0014
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April 24, 2000
PROXY CONTEST ALERT
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Dear Fellow Stockholder:
We recently sent to you our proxy statement and GOLD PROXY CARD. As
we explained in our proxy statement, we believe that the time has come for a
change. We are proposing five nominees for director at the May 16, 2000 Annual
Stockholders' Meeting of The Pioneer Group, Inc. (the "Company") with a simple
platform: sell the Company to the highest bidder. 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.
This represents a premium of 24.4% and 80.2%, respectively, over the Company's
current stock price, which closed on Thursday, April 20, 2000, at $23 5/16 per
share. PLEASE READ OUR PROXY STATEMENT AND SIGN AND RETURN ONLY THE GOLD PROXY
CARD IN OUR STAMPED REPLY ENVELOPE.
PARTING IS SUCH SWEET SORROW
We are proposing our nominees at the upcoming meeting because we
believe, among other things, that the Company has a history of failing to act
decisively when it comes to business dispositions. On the contrary, we are
dismayed at how quickly the Company acts when it comes to protecting management.
On February 15, 2000, we sent a letter to John F. Cogan, Jr., the
Company's President and Chief Executive Officer, indicating our belief that the
Company should be sold as soon as possible and that we intended to propose
nominees for election as directors to pursue that goal. Just three days later,
the Compensation Committee of the Company's Board approved generous "retention"
arrangements with six members of the Company's senior management, including
David Tripple, Stephen Kasnet, William Smith, Jr., Alicja Malecka, Alan
Strassman and Jaskaran Teja. Coincidentally, these agreements provide
substantial benefits which are triggered upon a change in control of the
Company, such as the sale of the Company to the highest bidder in an auction.
Under the new "retention" agreements:
o all stock options will vest and become immediately exercisable
in full upon a change in control;
o all restricted stock awards will vest in full, and will no
longer be subject to repurchase by the Company, upon a change
in control;
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o if the executive's employment is terminated within 24 months
of the change in control by the Company other than for cause
or by the executive for "good reason" (as broadly defined to
include, among other things, any diminution in position,
responsibilities or authority), in the case of 5 of the 6
executives, the executive is entitled to three times (3X) the
sum of (i) current annual base salary and (ii) "Target Bonus"
(which is defined as annual base salary). THIS MEANS EACH OF
THE FIVE EXECUTIVES WILL BE ENTITLED TO A TOTAL OF SIX TIMES
(6X) HIS ANNUAL SALARY; and
o two years of benefits from the Company following termination
of employment as described above.
ACCORDING TO THE COMPANY, IN THE EVENT THESE EXECUTIVES ARE
TERMINATED FOLLOWING A CHANGE IN CONTROL, THEY WOULD RECEIVE AN AGGREGATE CASH
PAYMENT OF $13,810,002. In addition, this does not even include any payments
that would be due to CEO John F. Cogan, Jr. who is not party to such a
"retention" agreement. Instead, however, he entered into a separate arrangement
with the Company. Upon a sale of the Company or other significant transaction,
Mr. Cogan will be entitled to the following:
o accelerated vesting of all stock options;
o a $1,000,000 cash payment; and
o two years of benefits from the Company following termination
of employment after a change in control.
This is all in addition to the 100,000 stock options the Company
recently granted to Mr. Cogan. Furthermore, during 1999, Hale & Dorr LLP, a
Boston law firm, received $1,000,000 in legal fees from Pioneer. Until January
1st of this year, Mr. Cogan was a partner of Hale & Dorr.
Therefore, a change in control and subsequent termination of certain
executive officers as described above would result in an aggregate cash payment
to the six executives and Mr. Cogan totaling $14,810,002. In addition, based on
the number of unvested options at December 31, 1999 for the Company's five most
highly compensated executives alone, a change in control would result in the
vesting of options to purchase 695,500 shares. All these benefits for management
of a Company that, according to Bloomberg, L.P., RANKED AS AMERICA'S
WORST-PERFORMING MONEY-MANAGEMENT STOCK over the two years ended December 31,
1999.
THE COMPANY SHOULD DO WHAT'S BEST FOR ALL STOCKHOLDERS.
It is disappointing that, apparently in response to our call for the
Company to focus on stockholder value, the Company has instead chosen to focus
inward, on the personal welfare of its management. Pioneer has a sorry history
of destroying stockholder value through ill suited ventures. In our view, the
recently adopted "retention" agreements go further, effectively redirecting to
management a portion of the sales price that would otherwise be paid to you, the
Company's stockholders, upon a sale of the Company.
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More importantly, we believe these "retention" agreements raise a
crucial question: Can you trust your current Board of Directors - the very
people who approved these arrangements - to do what is in the best interests of
ALL stockholders? STOCKHOLDER VALUE IS AN OBJECTIVE SHARED BY EACH AND EVERY
STOCKHOLDER. LENS' CANDIDATES FOR THE BOARD OF DIRECTORS BELIEVE THAT IT SHOULD
BE THE PRINCIPAL FOCUS OF MANAGEMENT AND THE BOARD AS WELL.
PLEASE DO NOT RETURN ANY MANAGEMENT PROXY CARD UNDER ANY
CIRCUMSTANCES, EVEN TO VOTE "AGAINST." IF YOU RETURN BOTH PROXY CARDS THERE IS A
DANGER THAT YOUR SHARES WILL NOT BE VOTED AS YOU DESIRE, BECAUSE ONLY THE LATEST
DATED PROXY CARD YOU SUBMIT COUNTS. PLEASE RETURN ONLY LENS' GOLD PROXY CARD.
IF YOUR SHARES ARE HELD BY A BROKER, BANK OR ANOTHER NOMINEE, ONLY
THAT NOMINEE CAN VOTE YOUR SHARES. PLEASE CONTACT YOUR BROKER OR NOMINEE AND
INSTRUCT IT TO RETURN ONLY LENS' GOLD PROXY CARD. If you have questions or
comments, please contact MacKenzie Partners, Inc. at (212) 929-5500 (call
collect) or CALL TOLL-FREE: (800) 322-2885.
Sincerely,
/s/ Lens Investment Management, LLC
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