-----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, KYxHYnL+vlRGxA+DToqo1zTAKXKhK7Wi2IofG8ZYOedNSJT9DtgloW5DPZAsTe2t kuZ8T3C3DLXBLMhDU7CjcQ== 0000909518-00-000196.txt : 20000510 0000909518-00-000196.hdr.sgml : 20000510 ACCESSION NUMBER: 0000909518-00-000196 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000322 DATE AS OF CHANGE: 20000509 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PIONEER GROUP INC CENTRAL INDEX KEY: 0000733060 STANDARD INDUSTRIAL CLASSIFICATION: 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: 575977 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-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. ------------------------------------------------------------------------ NY2:\891830\01\58531.0014 FOR IMMEDIATE RELEASE CONTACT: Timothy Holland Richard A. Bennett Alan Towers Associates, Inc. Lens Investment Management, LLC 212-354-6942 207-775-4296 timothyholland@towerspr.com rbennett@lens-inc.com - - --------------------------- --------------------- LENS NOMINATES 5TH CANDIDATE FOR PIONEER BOARD ---------------------------- -- SEEKS MAJORITY OF BOARD SEATS -- PORTLAND, Me., March 22, 2000 - Lens Investment Management, LLC, the activist investment firm, has nominated a fifth candidate, Mr. George W. Siguler, for the Board of Directors of Pioneer Group, Inc., (NASDAQ: PIOG). In nominating Mr. Siguler, who is a Managing Director at Siguler Guff & Company, a private equity management firm, Lens is seeking a majority of the eight Pioneer Board seats up for election at the company's 2000 Annual Meeting. That meeting is scheduled for May 16 at 9:30 AM at the offices of Hale and Dorr in Boston, Massachusetts. Mr. Siguler joins the previously announced Lens slate of John P. M. Higgins, Robert B. Holmes, Robert A. G. Monks and Richard A. Bennett. A biography of Mr. Siguler is attached. For weeks, Lens has advocated a sale of Pioneer to the highest bidder as the surest means of increasing shareholder value. The Lens candidates elected to Pioneer's Board would press for the swift and successful sale of the company. For more information on the Lens candidates and the firm's involvement with Pioneer, see the proxy statement Lens filed in connection with Pioneer's 2000 Annual Meeting. The 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. (MORE) LENS NOMINATES 5TH CANDIDATE FOR PIONEER BOARD/...PAGE 2 Commenting on the addition of Mr. Siguler to the Lens slate, Robert A. G. Monks, founder and Chairman of Lens and a Lens candidate for Pioneer's Board said: "George W. Siguler is a well known and respected figure in Boston's money management community who brings 30 years of practical business and investment management experience to his Pioneer candidacy. The fact that Lens could attract someone of George's stature speaks to the credibility of our efforts at Pioneer." 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 BIOGRAPHY OF GEORGE W. SIGULER Mr. Siguler has been a Managing Director of Siguler Guff & Co., a private equity management firm, since 1995. Before co-founding that firm, Mr. Siguler was a Managing Director of Mitchell Hutchins Institutional Investors, Inc. and head of its private equity group since 1991. From 1985 to 1991, he was President of Associated Capital Investors and Executive Vice President of Monarch Capital Corporation. He previously served as Chief of Staff of the U.S. Department of Health and Human Services, as Associate Treasurer of Harvard University and as a founding partner of the Harvard Management Company in the early 1970s. Mr. Siguler also serves as a director and officer of Venture Lending & Leasing, Inc. and as an officer of the general partner of Energy Income Fund, L.P., and Russia Partners, each a private investment fund, and as a director of Business Mortgage Investors, Inc., a private real estate investment trust. He is a director of NovaCare, Inc. and a member of the Visiting Committee of the Harvard Medical School ### 3/22/00 3 -----END PRIVACY-ENHANCED MESSAGE-----