SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4/A-3
ISSUER TENDER OFFER STATEMENT
(Pursuant to Section 13(e)(1) of the
Securities Exchange Act of 1934)
PIONEER FINANCIAL SERVICES, INC.
(Name of the Issuer and Person Filing Statement)
8% Convertible Subordinated Debenture due 2000
(Title of Class of Securities)
723672 AB 7
(CUSIP Number of Class of Securities)
Peter W. Nauert
Chairman and Chief Executive Officer
Pioneer Financial Services, Inc.
1750 East Golf Road
Schaumburg, Illinois 60173
(708) 995-0400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of Person Filing Statement)
Copies to:
Stanley H. Meadows
McDermott, Will & Emery
227 W. Monroe Street
Chicago, Illinois 60606
(312) 372-2000
July 7, 1995
(Date Tender Offer First Published,
Sent or given to Security Holders)
Item 4. INTEREST IN SECURITIES OF THE ISSUER.
The Company has been advised by the Conversion Agent that $46.9 million in
principal amount of Convertible Debentures were validly and unconditionally
tendered prior to the expiration of the Conversion Offer. The Company accepted
all $46.9 million in principal amount of Convertible Debentures for conversion
pursuant to the Conversion Offer on August 11, 1995.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
(a)(11) Text of Press release issued by the Company on August 14,
1995.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: August 14, 1995
PIONEER FINANCIAL SERVICES, INC.
By /s/ David I. Vickers
David I. Vickers
Treasurer and
Chief Financial Officer<PAGE>
Exhibit (a)(11)
PIONEER FINANCIAL SERVICES ANNOUNCES
CONVERSION OF $46.9 MILLION IN BONDS
THROUGH A SPECIAL CONVERSION OFFER;
DUFF & PHELPS UPGRADES RATINGS
OF INSURANCE SUBSIDIARIES
SCHAUMBURG, IL, AUGUST 14, 1995---Pioneer Financial Services, Inc.
(NYSE: PFS), a national health and life insurer, announced today that it has
accepted $46.9 million of its 8% Convertible Subordinated Debentures due 2000
for conversion pursuant to its previously announced conversion offer. All
holders who tendered their bonds and whose bonds were accepted for conversion
will receive 85.11 shares of common stock and a cash premium of $110 plus
accrued interest for each $1,000 in principal amount of Debentures.
As a result of the successful conversion, Duff & Phelps Credit Rating
Co. has upgraded the claims paying ability ratings of PFS' three primary
insurance subsidiaries. Manhattan National Life Insurance Company and
Connecticut National Life Insurance Company were upgraded from "A" to "A+";
Pioneer Life Insurance Company of Illinois was upgraded from "A-" to "A".
The bond conversion offer expired at 5:00 p.m., New York City time, on
August 4, 1995. Since less than $54 million in bonds were tendered, no
proration was necessary and all bonds that were properly tendered were accepted
by the company. The cost of the bond conversion transaction will result in a
one time after tax charge to earnings in the third quarter of approximately $3.4
million.
"The conversion program improves our balance sheet by reducing the
ratio of debt and preferred stock to total capitalization from 53% to 31% on a
pro-forma basis as of June 30, 1995, which is important in terms of increasing
our financial flexibility to achieve our goals," said Peter W. Nauert, chairman
and chief executive officer of PFS. "The enhanced financial ratings we have
already received from Duff & Phelps should also have a positive effect on our
competitive position for new sales. We are pleased with this prompt response to
our improved balance sheet."
The conversion increases PFS stockholders' equity on a pro-forma basis
46% to approximately $131.8 million and lowers total indebtedness by 51% to
$39.2 million. In addition, the conversion increases the number of common
shares outstanding by 67% to 9.9 million, without adding to the number of shares
used to determine the fully diluted earnings per share, since the company has
historically included these additional shares in these calculations.
"Even with the one-time charge, we are optimistic that we will be very
close to meeting our total earnings goals for the year," Nauert said.
PFS, through the operation of its subsidiaries, provides marketing,
insurance underwriting and medical utilization management services throughout
the United Sates.
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