-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VIzKvHcr9XNtMogXCrQSxv57HkOfKBEFmNownLCHxzF5dVnWN+3dQcfBPa2QB2F4 g5IGN88oSQY8He3N2ApmsA== 0000909518-00-000138.txt : 20000224 0000909518-00-000138.hdr.sgml : 20000224 ACCESSION NUMBER: 0000909518-00-000138 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000223 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER GROUP INC CENTRAL INDEX KEY: 0000733060 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 135657669 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A SEC ACT: SEC FILE NUMBER: 000-08841 FILM NUMBER: 551418 BUSINESS ADDRESS: STREET 1: 60 STATE ST STREET 2: 19TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109-1820 BUSINESS PHONE: 8008211239 MAIL ADDRESS: STREET 1: 60 STATE STREET STREET 2: 19TH FLOOR CITY: BOSTON STATE: MA ZIP: 02109-1820 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: LENS INVESTMENT MANAGEMENT LLC /ADV CENTRAL INDEX KEY: 0001023807 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 010497749 STATE OF INCORPORATION: ME FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DFAN14A BUSINESS ADDRESS: STREET 1: 45 EXCHANGE ST STREET 2: STE 400 CITY: PORTLAND STATE: ME ZIP: 04101 BUSINESS PHONE: 2077754296 FORMER COMPANY: FORMER CONFORMED NAME: FOCUS INVESTMENT MANAGEMENT LLC /ADV DATE OF NAME CHANGE: 19970220 FORMER COMPANY: FORMER CONFORMED NAME: FOCUS INVESTMENT MANAGEMENT LLC /ADV DATE OF NAME CHANGE: 19970215 DFAN14A 1 ================================================================================ 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 [ ] Definitive Additional Materials Commission Only (as permitted) [X] Soliciting Material Pursuant to by Rule 14a-6(e)(2) Rule 14a-11(c) or Rule 14a-12 THE PIONEER GROUP, INC. - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) LENS INVESTMENT MANAGEMENT, LLC - -------------------------------------------------------------------------------- (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 ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: Not applicable. ------------------------------------------------------------------------ (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. ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: Not applicable. ------------------------------------------------------------------------ (5) Total Fee Paid: Not applicable. ------------------------------------------------------------------------ [ ] 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. (1) Amount Previously Paid: Not applicable. ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: Not applicable. ------------------------------------------------------------------------ (3) Filing Party: Not applicable. ------------------------------------------------------------------------ (4) Date Filed: Not applicable. ------------------------------------------------------------------------ 58531.0014 FOR IMMEDIATE RELEASE CONTACT Timothy Holland Alan Towers Associates, Inc. 212-354-6942 timothyholland@towerspr.com - --------------------------- LENS OFFERS FOUR CANDIDATES FOR PIONEER BOARD - -------------------------------------------------------------------------------- - CALLS FOR COMPANY TO BE SOLD - Portland, Me., February 23, 2000 - Lens Investment Management, LLC, the activist investment firm, has filed a preliminary proxy statement with the Securities and Exchange Commission in connection with the 2000 Annual Meeting of Pioneer Group, Inc., (NASDAQ: PIOG). Lens called for the sale of Pioneer and the election of its four nominees to Pioneer's Board of Directors to advocate for the successful sale of the company. Pioneer's 2000 Annual Meeting is scheduled to be held on May 16 at 9:30 AM at the offices of Hale and Dorr in Boston, Massachusetts. In its preliminary proxy statement, Lens also detailed what it considers to be Pioneer's misguided management decisions and ongoing poor financial performance. The filing explained why Lens believes a sale of the company now represents the best option for maximizing shareholder value. The Lens preliminary proxy statement can be found at the SEC's website, www.sec.gov. Lens and its affiliates, which manage in excess of $400 million of capital, own approximately 4.1% of Pioneer's outstanding common stock. Lens's candidates for Pioneer's Board of Directors are: o John P. M. Higgins o Robert B. Holmes o Robert A. G. Monks o Richard A. Bennett Biographies for the candidates are attached. (MORE) LENS OFFERS FOUR CANDIDATES FOR PIONEER BOARD/PAGE 2 Lens Investment Management, LLC is an activist investment management firm that invests in companies it believes are underperforming despite strong underlying values and susceptible to increased value through shareholder activism. Its founder and Chairman Robert A. G. Monks is an internationally recognized authority on corporate governance and a pioneering activist investor. CERTAIN ADDITIONAL INFORMATION ------------------------------ The persons issuing this press release (the "Participants") have filed a preliminary proxy statement with the Securities and Exchange Commission in connection with a solicitation of proxies with respect to Pioneer. The Participants advise all Pioneer stockholders to read the preliminary proxy statement because it contains important information, including the identities of the Participants and a description of their interests. The preliminary proxy statement is available at no charge on the SEC's website at http://www.sec.gov. ### 2 ATTACHMENT BIOGRAPHIES OF LENS'S CANDIDATES PAGE 1 OF 2 NAME, BUSINESS PRESENT PRINCIPAL OCCUPATION AND PRINCIPAL ADDRESS AND AGE OCCUPATIONS DURING LAST FIVE (5) YEARS; - --------------- DIRECTORSHIPS ----------------------------------------- John P.M. Higgins Principal in and President and Chief Investment c/o Lens Investment Officer of Lens (engaged primarily in the Management, LLC investment management and investment advisory 45 Exchange Street businesses) since 1992; Director and President Portland, ME 04101 of Ram (engaged primarily in the investment Age 51. management and investment advisory businesses) since 1991; Alternate Director of Hermes Lens Asset Management Ltd. (an investment management and investment advisory business) since 1998; Director and Chairman of the Executive Committee of Atlantic Bank, N.A. (a national bank) from 1994 to 1997; Vice President of and responsible for cross border mergers and acquisitions for Banque de Gestion Privee (a French merchant bank) from 1987 to 1990; Vice President in charge of investments for Lambert Brussels Capital Corp. (a financial services company) from 1985 to 1987. Robert B. Holmes Principal in and Investment Committee Member c/o Lens Investment for Lens since 1992; Director of Dayton Management, LLC Superior Corp. (a manufacturer of accessories 45 Exchange Street used in concrete construction and paving) since Portland, ME 04101 1996; Advisory Director of Ripplewood Holdings, Age 68. L.L.C. (a manager of private equity funds and other private investments) since 1995; advisor to Nihon Nosan Koygo K.K. (a grain and food products company) since 1998; Director of Mitsubishi International Corp. (a worldwide trading company) since 1990 and consultant since 1994; Director and Chairman of the Audit Committee of Atlantic Bank, N.A. from 1994-1997; private investor. 3 ATTACHMENT BIOGRAPHIES OF LENS'S CANDIDATES PAGE 2 OF 2 NAME, BUSINESS PRESENT PRINCIPAL OCCUPATION AND PRINCIPAL ADDRESS AND AGE OCCUPATIONS DURING LAST FIVE (5) YEARS; - --------------- DIRECTORSHIPS ----------------------------------------- Robert A.G. Monks Principal in and participant in the management c/o Lens Investment of Lens since 1990; Director of Ram since 1989; Management, LLC Director of Hermes Lens Asset Management Ltd. 45 Exchange Street since 1998; Chairman of the Board of the Boston Portland, ME 04101 Company (a bank holding company), and its Age 66 wholly-owned subsidiary Boston Safe Deposit and Trust Co. from 1979 to 1981 and a member of the Board of Directors thereof from 1975 to 1979; Principal in Gardner Associates (a money manger) from 1965 to 1967; Director of Tyco International Ltd. (a diversified manufacturing and service company) from 1985 to 1994; private investor. Richard A. Bennett Director of Governance for Lens since 1997; c/o Lens Investment Maine State Senator since 1996; proprietor of Management, LLC the Bennett Development Company (a research and 45 Exchange Street public affairs consulting business) since 1992; Portland, ME 04101 sales manager of Burlington Homes of Maine, Age 36 Inc. (a manufactured housing business) from 1995 to 1996. 4 -----END PRIVACY-ENHANCED MESSAGE-----