UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _____)1
Pioneer Financial Services, Inc.
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(Name of Issuer)
Common Stock, par value $1.00 per share
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(Title of Class of Securities)
723672101
(Cusip Number)
Daniel R. Tisch
Mentor Partners, L.P.
500 Park Avenue
New York, New York 10022
(212) 935-7640
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 31, 1997
----------------
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A
fee is not required only if the reporting person: (1) has a previous statement
on file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the commission. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
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1The remainder of this cover page shall be filled out for a reporting persons'
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes.).
Page 1 of 11 Pages
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SCHEDULE 13D
CUSIP No. 723672101
Page 2 of 11 Pages
------- ------
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Mentor Partners, L.P. Employer I.D.# 06-126-0469
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X|
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
State of Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 0
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
0
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
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WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0
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14 TYPE OF REPORTING PERSON*
PN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 11 Pages
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Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $1.00 per share (the
"Shares"), of Pioneer Financial Services, Inc., a Delaware corporation (the
"Company"). The Company's principal executive offices are located at 1750 E.
Golf Rd., Schaumburg, IL 60173.
Item 2. Identity and Background
This statement is filed on behalf of Mentor Partners, L.P., a Delaware
limited partnership (the "Partnership") with respect to Shares of the Company
(a) owned by the Partnership and (b) owned by Mentor Offshore Fund Limited
("Offshore"), a Cayman Islands company. The general partner of the Partnership
is WTG & Co., L.P., a Delaware limited partnership (the "General Partner") and
the general partner of the General Partner is D. Tisch & Co., Inc., a Delaware
corporation ("D. Tisch & Co."), all of the common stock of which is owned by
Daniel R. Tisch (collectively with D. Tisch & Co. and the General Partner, the
"Control Persons")
The address of the principal offices and principal business of the
Partnership and each of the Control Persons is 500 Park Avenue, New York, New
York 10022.
The Partnership's principal business is investment in securities, primarily
in connection with "merger" (or "risk") arbitrage and, to a lesser extent,
Page 3 of 11 Pages
<PAGE>
classic arbitrage, including convertible securities arbitrage. The
principal business of the General Partner is serving as the general partner of
the Partnership. The sole business of D. Tisch & Co. is serving as the general
partner of the General Partner, and other than such service, D. Tisch & Co. has
no investment or operating history of any kind. Daniel R. Tisch's principal
occupation is that of President and sole Director of D. Tisch & Co., and he is a
United States citizen.
Neither the Partnership nor, to its best knowledge, any of the Control
Persons has during the last five years: (i) been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The $15,853,690.70 used to purchase Shares of the Company for the
Partnership came from the Partnership's working capital, which may at any given
time include funds borrowed in the ordinary course of its business activities
from margin accounts. All of the Company Shares acquired by the Partnership were
purchased in the ordinary course of business.
Page 4 of 11 Pages
<PAGE>
The $1,309,319.20 used to purchase Shares of the Company for Offshore was
furnished from Offshore's investment capital, which at any given time include
funds borrowed in the ordinary course of its business activities from margin
accounts. All of the Shares of the Company acquired for Offshore were purchased
in the ordinary course of business.
Item 4. Purpose of Transaction.
The Partnership and Offshore acquired the Shares of the Company for
investment purposes, and only in the ordinary course of business.
In the ordinary course of business, the Partnership and/or Offshore from
time to time evaluate their holdings of securities, and based on such
evaluation, the Partnership and/or Offshore may determine to acquire or dispose
of securities of specific issuers.
Neither the Partnership nor, to its knowledge, any of the Control Persons
or Offshore have any present plans or intentions which would result in or relate
to any of the transactions described in subparagraphs (a) through (j),
inclusive, of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Partnership owns beneficially an aggregate
of 0 Shares of the Company (or 0% of the Company's Common Stock outstanding on
June 2, 1997) and the Partnership may be deemed to own beneficially an aggregate
Page 5 of 11 Pages
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of an additional 0 Shares of the Company (or 0% of the Company common stock
outstanding on June 2, 1997) owned by Offshore, in each case based on the number
of 0 Shares of Company Common Stock then outstanding, as a result of the merger
of the Company into Rock Acquisition Company, a Delaware corporation, on May 30,
1997. Prior to the merger, there were 11,805,267 Shares outstanding as set forth
in the Company's most recent filing with the Securities and Exchange Commission.
(b) The Partnership (through the Control Persons) has the sole power to
vote, and dispose of, all the Shares beneficially owned by the Partnership. In
addition, the General Partner is a party to investment management agreements
pursuant to which the General Partner has investment responsibility with respect
to the Company's Shares owned by Offshore. Pursuant to such agreements, Mr.
Tisch has the power to dispose of (or to direct the disposition of) the Shares
of the Company owned by Offshore.
(c) Except as set forth in Exhibit A, which is hereby incorporated
herein by reference, no transactions in the Shares have been effected during the
past sixty days by the Partnership or, to its best knowledge, any of the Control
Persons or Offshore.
Page 6 of 11 Pages
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(d) Neither the Partnership nor, to its best knowledge, any of the Control
Persons or Offshore have or know any other person who has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from the
sale of, any Shares beneficially owned by the Partnership or Offshore.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer.
Except as referred or described above, there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 or between any of such persons and any other person with
respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
Exhibit A -- Acquisitions of Shares by the Partnership and
Offshore During the Past Sixty Days.
Page 7 of 11 Pages
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SIGNATURE
After reasonable 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.
June 2, 1997
-----------------------
(Date)
/s/
-----------------------
(Signature)
Daniel R. Tisch
Authorized Signatory
MENTOR PARTNERS, L.P.
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(Name/Title)
Page 8 of 11 Pages
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EXHIBIT INDEX
Exhibit A -- Acquisitions of Shares by the Partnership and
Offshore During the Past Sixty Days.
Page 9 of 11 Pages
<PAGE>
EXHIBIT A
Acquisitions of Shares by the Partnership
and Offshore During the Past Sixty Days
---------------------------------------
Date of Number Aggregate Price Per
Entity Transaction of Shares Price Share
------ ----------- --------- ----- -----
Partnership December 16, 1996 8,000 198,400.00 24.800
December 16, 1996 9,000 218,475.00 24.275
December 16, 1996 163,000 4,062,269.70 24.922
December 17, 1996 21,200 523,110.00 24.675
December 19, 1996 50,000 1,238,000.00 24.760
December 20, 1996 28,800 720,864.00 25.030
December 26, 1996 25,000 628,875.00 25.155
January 8, 1997 61,000 1,527,928.00 25.048
January 9, 1997 4,800 120,120.00 25.025
January 9, 1997 65,000 1,626,300.00 25.020
January 10, 1997 23,600 590,472.00 25.020
January 15, 1997 12,000 309,240.00 25.770
January 16, 1997 3,600 92,772.00 25.770
January 20, 1997 18,000 462,150.00 25.675
January 21, 1997 10,000 254,250.00 25.425
January 22, 1997 7,000 178,640.00 25.520
January 23, 1997 10,000 253,950.00 25.395
January 24, 1997 10,000 254,250.00 25.425
January 31, 1997 15,000 384,675.00 25.645
March 4, 1997 30,000 780,600.00 26.020
March 5, 1997 25,000 650,500.00 26.020
March 18, 1997 20,000 521,000.00 26.050
March 26, 1997 10,000 256,850.00 25.685
May 30, 1997 (630,000) N/A *
Page 10 of 11 Pages
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Offshore December 16, 1996 1,000 24,800.00 24.800
December 16, 1996 1,000 24,275.00 24.275
December 16, 1996 18,000 448,594.20 24.922
December 20, 1996 5,000 125,150.00 25.030
January 9, 1997 10,000 250,200.00 25.020
January 20, 1997 5,000 128,375.00 25.675
January 22, 1997 5,000 127,600.00 25.520
January 31, 1997 5,000 128,225.00 25.645
March 18, 1997 2,000 52,100.00 26.050
May 30, 1997 (52,000) N/A *
All Shares were purchased in transactions on the New York Stock Exchange.
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* On May 30, 1997, all Shares ceased to exist because of the merger of the
Company into Rock Acquisition Company, a Delaware corporation and wholly owned
subsidiary of Conseco, Inc., an Indiana corporation. As a result of the merger,
each holder of Shares received in exchange for each Share disappearing in the
merger the right to receive .7077 shares of Conseco, Inc.
Page 11 of 11 Pages
