-----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, AIt82b5Jz4kbti8fbGbPtlNRmSnTQ1RFQzkUavIq+KVtbnTZRcYVxFM/0Zw2le5d QC8zpxrOL0g0d48Afa9t8g== 0000909518-00-000324.txt : 20000516 0000909518-00-000324.hdr.sgml : 20000516 ACCESSION NUMBER: 0000909518-00-000324 CONFORMED SUBMISSION TYPE: DFAN14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000515 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: 633303 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 [X] Definitive Additional Materials Commission Only (as permitted) [ ] 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:\911472\01\58531.0014 FOR IMMEDIATE RELEASE CONTACT Timothy Holland Richard A. Bennett Alan Towers Associates Lens Investment Management, LLC 212-354-6942 207-775-4296 LENS SUPPORTS PIONEER'S SALE TO UNICREDITO ITALIANO ----------------------------------------------- FIRM SUSPENDS PROXY CONTEST; DECLARES VICTORY FOR SHAREHOLDERS PORTLAND, ME, May 15, 2000 - Lens Investment Management, LLC, supports the announced agreement to sell The Pioneer Group, Inc. (NASDAQ: PIOG) to UniCredito Italiano for approximately $43.50 a share. Lens has been conducting a proxy contest to elect its nominees to the Pioneer Board to effect a sale of the Company. With a sale of the company pending, Lens believes the goal of its proxy contest has been achieved and has determined to cast its vote for management's nominees. "Lens' objective at Pioneer has been the company's sale at a substantial premium to its recent stock price, and the announced agreement with UniCredito Italiano represents a victory in our efforts to maximize shareholder value," said Richard A. Bennett, Director of Governance at Lens. "With our objective seemingly achieved, we're suspending our efforts to win control of Pioneer's board but will monitor developments closely. Lens' victory at Pioneer is a powerful reminder of how motivated shareholders can make a difference in the fortunes of the companies in which they invest. We'd like to thank our fellow Pioneer shareholders for supporting our efforts and management for taking the steps necessary to maximize shareholder value." Lens indicated in its proxy statement that its nominees had consented to serve as Pioneer directors if elected. In view of the pending sale, however, they believe that their election is no longer necessary to serve shareholder interests, and they have determined not to serve if elected. Consequently, Lens intends to vote its shares for management's nominees and urges their fellow shareholders to do likewise. Proxies received for Lens' nominees will, however, be voted as directed. (MORE) LENS SUPPORTS PIONEER'S SALE TO UNICREDITO ITALIANO, 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. Lens and its affiliates, which manage in excess of $400 million of capital, own approximately 4.34% of Pioneer's outstanding common stock. -----END PRIVACY-ENHANCED MESSAGE-----