SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-4/A-1
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 8 ADDITIONAL INFORMATION.
(e) Notwithstanding any other provision of the Conversion Offer, the
Company shall not be required to accept for conversion or convert pursuant to
the Conversion Offer any Debentures tendered pursuant to the Conversion Offer,
and may terminate or amend the Conversion Offer or may postpone (subject to the
requirements of the Exchange Act for prompt conversion or return of the
Debentures) the conversion of Debentures tendered in the Conversion Offer, if at
any time on or after July 7, 1995 and before acceptance for conversion or
conversion of, any such Debentures, any of the following shall have occurred:
(a) there shall have been threatened, instituted or pending any
action or proceeding by any government or governmental, regulatory or
administrative agency or authority or tribunal or any other person,
domestic or foreign, before any court, authority, agency or tribunal which
(i) challenges the making of the Conversion Offer, the conversion of some
or all of the Debentures pursuant to the Conversion Offer, or otherwise
relates in any manner to the Conversion Offer; or (ii) in the Company's
reasonable judgment, could materially affect the business, condition
(financial or other), income, operations or prospects of the Company and
its subsidiaries, taken as a whole, or otherwise materially impair in any
way the contemplated future conduct of the business of the Company or any
of its subsidiaries or materially impair the contemplated benefits of the
Conversion Offer to the Company;
(b) there shall have been any action threatened, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened, proposed, sought, promulgated, enacted, entered,
amended, enforced or deemed to be applicable to the Conversion Offer or the
Company or any of its subsidiaries, by any court or any authority, agency
or tribunal which, in the Company's reasonable judgment, would or might
directly or indirectly (i) make the conversion of any or all of the
Debentures pursuant to the Conversion Offer illegal or otherwise restrict
or prohibit consummation of the Conversion Offer; (ii) delay or restrict
the ability of the Company, or render the Company unable, to accept for
conversion or convert some or all of the Debentures, (iii) materially
impair the contemplated benefits of the Conversion Offer to the Company; or
(iv) materially affect the business, condition (financial or other),
income, operations or prospects of the Company and its subsidiaries, taken
as a whole, or otherwise materially impair in any way the contemplated
future conduct of the business of the Company or any of its subsidiaries;
(c) there shall have occurred (i) any general suspension of trading
in, or limitation on prices for, securities on any national securities
exchange or in the over-the-counter market, (ii) the declaration of a
banking moratorium or any suspension of payments in respect of banks in the
United States, (iii) the commencement of a war, armed hostilities or other
international or national calamity directly or indirectly involving the
United States, (iv) any limitation (whether or not mandatory) by any
governmental, regulatory or administrative agency or authority on, or any
event which, in the Company's reasonable judgment, might affect, the
extension of credit by banks or other lending institutions in the United
States, (v) any significant decrease in the market price of the Debentures
or the Common Stock or any change in the general political, market,
economic or financial conditions in the United States or abroad that could,
in the reasonable judgment of the Company, have a material adverse effect
on the Company's business, operations or prospects or the trading in the
Debentures or the Common Stock, (vi) in the case of any of the foregoing
existing at the time of the commencement of the Conversion Offer, a
material acceleration or worsening thereof, or (vii) any decline in either
the Dow Jones Industrial Average or the Standard and Poor's 500 Index by an
amount in excess of 15 percent measured from the close of business on
July 6, 1995;
(d) any tender or exchange offer with respect to some or all of the
Debentures or the Common Stock, or a merger, acquisition or other business
combination proposal for the Company, shall have been proposed, announced
or made by any person or entity;
(e) any change shall occur or be threatened in the business,
condition (financial or other), income, operations, Common Stock ownership
or prospects of the Company and its subsidiaries, taken as a whole, which,
in the reasonable judgment of the Company, is or may be material to the
Company; or
(f) (i) any person, entity or "group" (as that term is used in
Section 13(d)(3) of the Exchange Act) shall have acquired, or proposed to
acquire, beneficial ownership of more than 5% of the outstanding Common
Stock (other than a person, entity or group which had publicly disclosed
such ownership in a Schedule 13D or 13G (or an amendment thereto) on file
with the Commission prior to July 7, 1995), or (ii) any new group shall
have been formed which beneficially owns more than 5% of the outstanding
Common Stock;
and, in the reasonable opinion of the Company, in any such case and regardless
of the circumstances (including any action or omission to act by the Company)
giving rise to such condition, such event makes it inadvisable to proceed with
the Conversion Offer or with such conversion.
The foregoing conditions are for the sole benefit of the Company and may be
asserted by the Company regardless of the circumstances (including any action or
inaction by the Company) giving rise to any such condition, and any such
condition may be waived by the Company, in whole or in part, at any time and
from time to time in its reasonable discretion. The Company's failure at any
time to exercise any of the foregoing rights shall not be deemed a waiver of any
such right; the waiver of any such right with respect to particular facts and
circumstances shall not be deemed a waiver with respect to any other facts or
circumstances; and each such right shall be deemed an ongoing right which may be
asserted at any time and from time to time. Any determination by the Company
concerning the events described above will be final and binding on all parties.
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 1, 1995
PIONEER FINANCIAL SERVICES, INC.
By /s/ Peter W. Nauert
Peter W. Nauert
Chairman and Chief Executive Officer<PAGE>
