As filed with the Securities and Exchange Commission on March 21, 1996
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PIONEER FINANCIAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-2479273
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
1750 East Golf Road
Schaumburg, Illinois 60173
(847) 995-0400
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Peter W. Nauert, Chairman and Chief Executive Officer
1750 East Golf Road
Schaumburg, Illinois 60173
(847) 995-0400
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Stanley H. Meadows, P.C. William R. Kunkel
McDermott, Will & Emery Skadden, Arps, Slate, Meagher & Flom
227 West Monroe Street 333 West Wacker Drive, Suite 2100
Chicago, Illinois 60606-5096 Chicago, Illinois 60606
(312) 372-2000 (312) 407-0700
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [x] 333-1119
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Maximum Maximum Amount
Title of each class Amount Offering Aggregate of
of securities to be to be Price Offering Registration
registered Registered Per Note Price(1) Fee
%Convertible $11,500,00
Subordinated Notes 0 100% $11,500,000 $3,966
Common Stock, $1 par
value per share (2) - - None
Rights to Acquire
Series A Junior
Preferred Stock (2) - - None
(1) Estimated solely for purposes of calculating the registration fee.
(2) Such indeterminate number of shares of Common Stock and Rights to Acquire
Series A Junior Preferred Stock as may be issuable upon conversion of the
Notes, including such additional shares as may be issuable as a result of
adjustments to the conversion price. No separate fee is required.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
EXPLANATORY NOTE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Restration
Statement on Form S-3 (Reg. No 333-1119) filed by Pioneer Financial Services,
Inc. (the "Company") with the Securities and Exchange Commission on February 21,
1996, as amended, which was declared effective on March 21, 1996, are
incorporated herein by reference.
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL OF THE
REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF CHICAGO, STATE OF ILLINOIS, ON THIS 21ST DAY OF
MARCH, 1996.
PIONEER FINANCIAL SERVICES, INC.
By:/s/ Peter W. Nauert
__________________________________
Peter W. Nauert, Chairman, Chief
Executive Officer and Director
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATES INDICATED.
SIGNATURE TITLE DATE
/s/ Peter W. Nauert Chairman, Chief Executive
Peter W. Nauert Officer and Director March 21, 1996
/s/ David I. Vickers Vice President, Treasurer
David I. Vickers and Chief Financial Officer March 21, 1996
(Chief Accounting Officer)
* President - Life Insurance Operations
Charles R. Scheper and Director March 21, 1996
* President - Health Insurance Operations
Thomas J. Brophy and Direc tor March 21, 1996
* Director and General Counsel March 21, 1996
William B. Van Vleet Emeritus
* Director March 21, 1996
Robert F. Nauert
* Director March 21, 1996
Michael A. Cavataio
* Director March 21, 1996
Karl-Heinz Klaeser
* Director March 21, 1996
Richard R. Haldeman
* Director March 21, 1996
R. Richard Bastain, III
* Director March 21, 1996
Michael K. Keefe
* Director March 21, 1996
Carl A. Hulbert
*By: /s/ David I. Vickers
Attorney-In-Fact
___________________________
INDEX TO EXHIBITS FILED
TO REGISTRATION STATEMENT ON
FORM S-3 OF PIONEER FINANCIAL SERVICES, INC.
Exhibit
Number Exhibit
1 Form of Underwriting Agreement*
4(f) Form of Indenture between Pioneer Financial Services, Inc. and
The First National Bank of Chicago, as Trustee.*
4(g) Form of Convertible Subordinated Note due 2003*
5 Opinion of McDermott, Will & Emery, counsel to the Company,
as to the legality of the securities being registered
12 Computation of Ratios of Earnings to Fixed Charges*
23(a) Consent of Ernst & Young LLP
23(b) Consent of McDermott, Will & Emery (included in Exhibit 5)
24 Power of Attorney (included on signature page)*
25 Form T-1 Statement of Eligibility under Trust Indenture Act
of 1939 of The First National Bank of Chicago, as Trustee*
___________________
* Incorporated by reference to the like numbered exhibit to the
Company's Registration Statement on Form S-3, as amended (Registration
No. 333-1119).
Exhibit 5
March 21, 1996
Board of Directors
Pioneer Financial Services, Inc.
1750 East Golf Road
Suite 150
Schaumburg, Illinois 60173
Re: Registration Statement on Form S-3
Dear Board Members:
You have requested our opinion in connection with a registration
statement (the "Registration Statement") which is being filed with the
Securities and Exchange Commission by Pioneer Financial Services, Inc. (the
"Company") pursuant to Rule 462(b) under the Securities Act of 1933, as amended.
The Registration Statement relates to the proposed public offering by the
Company of up to $11,500,000 principal amount of Convertible Subordinated Notes
Due 2003 (the "Notes") ($1,150,000 principal amount of which are subject to an
over-allotment option granted by the Company to the Underwriters of the proposed
offering), the shares of Common Stock, par value $1.00 per share, of the Company
(the "Common Stock") into which the Notes are convertible and the Rights to
Acquire Series A Junior Preferred Stock issuable in connection therewith (the
"Rights").
In arriving at the opinion expressed below, we have examined the
Registration Statement, the form of Indenture between the Company and The First
National Bank of Chicago, as trustee (the "Indenture") and such other documents
as we have deemed necessary to enable us to express the opinion hereinafter set
forth. In addition, we have examined and relied, to the extent we deem proper,
on certificates of officers of the Company as to factual matters, and on the
originals or copies certified or otherwise identified to our satisfaction, of
all such corporate records of the Company and such other instruments and
certificates of public officials and other persons as we have deemed
appropriate. In our examination, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the original documents
of all documents submitted to us as copies, the genuineness of all signatures on
documents reviewed by us and the legal capacity of natural persons.
Based on the foregoing, we are of the opinion that:
(1) The Notes, when and if the terms thereof are duly determined
by the Pricing Committee of the Board of Directors of the Company and
such Notes are issued and sold pursuant to the terms and conditions
set forth in the Registration Statement, will be legally issued and
will constitute valid and binding obligations of the Company.
(2) The shares of Common Stock into which the Notes are
convertible, when and if issued upon conversion of the Notes in
accordance with the terms of the Indenture, will be validly issued,
fully paid and nonassessable and the Rights issuable in connection
therewith, when and if issued in connection with the Common Stock,
will be legally issued and will constitute valid and binding
obligations of the Company.
Members of our firm are admitted to the practice of law in the State of
Illinois and we express no opinion as to the laws of any jurisdiction other than
the laws of the State of Illinois, the General Corporation Law of the State of
Delaware and the laws of the United States of America. We hereby consent to the
references to our firm under the caption "Legal Matters" in the Registration
Statement and to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not hereby admit that we come within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
McDermott, Will & Emery
EXHIBIT 23(A)
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts"
and to the use of our report dated March 8, 1996, in Amendment No. 2 to the
Registration Statement (Form S-3 No. 333-1119) which is incorporated by
reference in this Registration Statement (Form S-3 No. 333- ) and related
Prospectus of Pioneer Financial Services, Inc. for the registration of
Convertible Subordinated Notes Due 2003.
We also consent to the incorporation by reference therein of our report
dated March 8, 1996, with respect to the consolidated financial statements and
financial statement schedules of Pioneer Financial Services, Inc. and
subsidiaries included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, as amended by Form 10-K/A, filed with the Securities and
Exchange Commission.
/s/ ERNEST & YOUNG LLP
Chicago, Illinois
March 18, 1996
