-----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, OZZEeQIkfuvNXI2xGxtLmgN2ncOBH6bu3cNUHScMsSQ4gSQyZb8iGwTNE/eugeYs y9iue3rFKnZPUbqSyFj5nQ== 0000950135-00-002992.txt : 20000524 0000950135-00-002992.hdr.sgml : 20000524 ACCESSION NUMBER: 0000950135-00-002992 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000523 GROUP MEMBERS: COGAN JOHN F JR GROUP MEMBERS: DAVID D. TRIPPLE GROUP MEMBERS: ERIC W. RECKARD GROUP MEMBERS: ROBERT P. NAULT 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: SC 13D SEC ACT: SEC FILE NUMBER: 005-31076 FILM NUMBER: 642065 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: COGAN JOHN F JR CENTRAL INDEX KEY: 0000790438 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 60 STATE ST CITY: BOSTON STATE: MA ZIP: 02109 MAIL ADDRESS: STREET 1: C/O PIONEER GROUP INC STREET 2: 60 STATE STREET CITY: BOSTON STATE: MA ZIP: 02109 SC 13D 1 PIONEER GROUP, INC. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (Amendment No. )(1) The Pioneer Group, Inc. ----------------------- (Name of Issuer) Common Stock, $.10 par value per share -------------------------------------- (Title of Class of Securities) 723684 10 6 -------------- (CUSIP Number) John F. Cogan, Jr. c/o The Pioneer Group, Inc. 60 State Street Boston, Massachusetts 02109 Telephone 617-742-7825 ----------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 14, 2000 ------------------------------------------------------- (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 that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note. Schedules filed in a paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to which copies are to be sent. (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in 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). (continued on following pages) Page 1 of 16 pages (including exhibits) 2 CUSIP NO. 723684 10 6 PAGE 2 of 16 SCHEDULE 13D - -------------------------------------------------------------------------------- (1) Names of Reporting Persons John F. Cogan, Jr. David D. Tripple Eric W. Reckard Robert P. Nault I.R.S. Identification Number of Above Persons (Entities Only) Not Applicable - -------------------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (a) [ ] (b) [x] - -------------------------------------------------------------------------------- (3) SEC Use Only - -------------------------------------------------------------------------------- (4) Source of Funds Not Applicable - -------------------------------------------------------------------------------- (5) Check Box if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- (6) Citizenship or Place of Organization Each Reporting Person is a United States Citizen - -------------------------------------------------------------------------------- Number of Shares Beneficially Owned By Each Reporting Person With: (7) Sole Voting Power John F. Cogan, Jr. - 3,715,704 David D. Tripple - 461,485 Eric W. Reckard - 108,419 Robert P. Nault - 99,969 - -------------------------------------------------------------------------------- 3 CUSIP NO. 723684 10 6 PAGE 3 of 16 (8) Shared Voting Power John F. Cogan, Jr. - 74,340 David D. Tripple - 0 Eric W. Reckard - 0 Robert P. Nault - 0 - -------------------------------------------------------------------------------- (9) Sole Dispositive Power John F. Cogan, Jr. - 3,751,662 David D. Tripple - 461,485 Eric W. Reckard - 108,419 Robert P. Nault - 99,969 - -------------------------------------------------------------------------------- (10) Shared Dispositive Power John F. Cogan, Jr. - 74,340 David D. Tripple - 0 Eric W. Reckard - 0 Robert P. Nault - 0 - -------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person John F. Cogan, Jr. - 3,826,002 David D. Tripple - 461,485 Eric W. Reckard - 108,419 Robert P. Nault - 99,969 - -------------------------------------------------------------------------------- (12) Check Box if the Aggregate Amount in Row 11 Excludes Certain Shares [ ] - -------------------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row 11 16.2% in the aggregate - -------------------------------------------------------------------------------- (14) Type of Reporting Person Each Reporting Person is an Individual (IN) - -------------------------------------------------------------------------------- 4 CUSIP NO. 723684 10 6 PAGE 4 of 16 ITEM 1. SECURITY AND ISSUER The class of equity securities to which this Statement on Schedule 13D relates is the common stock, $.10 par value per share (the "Common Stock"), of The Pioneer Group, Inc. (the "Issuer"), a Delaware corporation, with its principal executive offices located at 60 State Street, Boston, MA 02109. ITEM 2. IDENTITY AND BACKGROUND This Statement is being filed by the following executive officers of the Issuer (collectively, the "Reporting Persons"): John F. Cogan, Jr. Mr. Cogan is the Chief Executive Officer, President and Chairman of the Board of the Issuer. David D. Tripple. Mr. Tripple is the Executive Vice President of the Issuer and President of Pioneer Investment Management. Eric W. Reckard. Mr. Reckard is the Executive Vice President, Chief Financial Officer and Treasurer of the Issuer. Robert P. Nault. Mr. Nault is the Senior Vice President, General Counsel and Assistant Secretary of the Issuer. Each of the Reporting Persons is a citizen of the United States. The business address of each of the Reporting Persons is c/o The Pioneer Group, Inc., 60 State Street, Boston, MA 02109. The Issuer's principal business is investment management. During the last five years, none of the Reporting Persons has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) 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 judgement, 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 This Statement relates to the execution of a Voting Agreement by the Reporting Persons, as described in Item 4 below. ITEM 4. PURPOSE OF TRANSACTION. The Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement"), dated as of May 14, 2000, between the Issuer and UniCredito Italiano S.p.A., a corporation organized under the laws of the Republic of Italy ("UniCredito"), pursuant to which a subsidiary of UniCredito will be merged with and into the Issuer (the "Merger"). The Merger Agreement is incorporated by reference as Exhibit 2 hereto, and its description herein is qualified in its entirety by reference thereto. 5 CUSIP NO. 723684 10 6 PAGE 5 of 16 Pursuant to the Merger Agreement, UniCredito will purchase all of the outstanding shares of the Issuer for $43.50 per share in cash. In the transaction, UniCredito will acquire all of the Issuer's global investment management businesses. Prior to the closing of the transaction with UniCredito, the Issuer will distribute to its shareholders 100% of the Issuer's ownership interest in its remaining assets, including its Russian financial services operation, its natural resource businesses, and its interests in venture capital and real estate. Following the Merger, the Common Stock will cease to be traded on the Nasdaq National Market and will be eligible for termination of registration under the Act. Completion of the Merger is subject to, among other things, approval by the Issuer's shareholders, the Issuer's mutual fund board of trustees and fund shareholders, and various regulatory agencies. In consideration of, and as a condition to, UniCredito entering into the Merger Agreement, each of the Reporting Persons executed a Voting Agreement (the "Voting Agreement"), dated as of May 14, 2000, pursuant to which each Reporting Person, among other things, agreed to vote or cause to be voted all shares of Common Stock that such Reporting Person is entitled to vote for the approval of the Merger and against any other action or agreement that would result in a breach by the Issuer of any covenant, representation or warranty of the Merger Agreement. The Voting Agreement is attached as Exhibit 1 hereto, and its description herein is qualified in its entirety by reference thereto. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. As a result of the Voting Agreement, the Reporting Persons may collectively be deemed to beneficially own, within the meaning of Rule 13d-3 of the Act, an aggregate of 4,495,875 shares of Common Stock, which would represent approximately 16.2% of the shares of Common Stock outstanding (based on the number of shares of Common Stock outstanding on May 14, 2000, as set forth in the Merger Agreement, plus options held by the Reporting Persons that are currently exercisable or that will be exercisable at the time of the Merger). The Reporting Persons, individually, beneficially own the number of shares of Common Stock set forth in the table below. Except as otherwise set forth below, each Reporting Person has sole voting and dispositive power over all of the shares beneficially owned by such Reporting Person. Each of the Reporting Persons disclaims beneficial ownership of the shares of Common Stock beneficially owned by the other Reporting Persons and by UniCredito. The Reporting Persons also disclaim that they constitute a "group" for purposes of Section 13(d) of the Act and the rules and regulations thereunder.
NUMBER OF SHARES PERCENTAGE OF NAME OF OF COMMON STOCK OUTSTANDING SHARES REPORTING PERSON BENEFICIALLY OWNED (1) OF COMMON STOCK (2) - ---------------- ---------------------- ------------------- John F. Cogan, Jr. (3)............... 3,826,002 14.0% David D. Tripple (4)................. 461,485 1.7% Eric W. Reckard (5).................. 108,419 0.4% Robert P. Nault (6).................. 99,969 0.4%
- ------------------- 6 CUSIP NO. 723684 10 6 PAGE 6 of 16 (1) As of May 14, 2000. (2) Based on the number of shares of Common Stock outstanding on May 14, 2000, as set forth in the Merger Agreement, plus options held by the Reporting Person that are currently exercisable or that will be exercisable at the time of the Merger. (3) Consists of 2,038,294 shares held directly, 510,000 shares subject to outstanding options held by the Reporting Person that are currently exercisable or that will be exercisable at the time of the Merger, 1,241,750 shares held by Trusts on behalf of which the Reporting Person serves as trustee and 35,958 shares held indirectly for the benefit of the Reporting Person pursuant to the Company's deferred compensation plan. The Reporting Person has sole voting power with respect to 3,715,704 of the shares of Common Stock beneficially owned, sole dispositive power with respect to 3,751,662 of the shares of Common Stock beneficially owned and shared voting and investment power with respect to 74,340 of the shares of Common Stock beneficially owned. (4) Includes 292,500 shares of Common Stock subject to outstanding options held by the Reporting Person that are currently exercisable or that will be exercisable at the time of the Merger. (5) Includes 100,000 shares of Common Stock subject to outstanding options held by the Reporting Person that are currently exercisable or that will be exercisable at the time of the Merger. (6) Includes 90,000 shares of Common Stock subject to outstanding options held by the Reporting Person that are currently exercisable or that will be exercisable at the time of the Merger. Except as described herein, none of the Reporting Persons has acquired, disposed of or otherwise transferred or transacted in any shares of Common Stock within the past 60 days, except as follows: In May 2000, Mr. Cogan transferred, as a gift and without the receipt of any consideration therefor, 1,000 shares of Common Stock into a family trust. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Except for the Voting Agreement or disclosed in the footnotes in Item 5 above, none of the Reporting Persons has entered into any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. 7 CUSIP NO. 723684 10 6 PAGE 7 of 16 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. EXHIBIT NO. DESCRIPTION 1 Voting Agreement, dated as of May 14, 2000, among John F. Cogan, Jr., David D. Tripple, Eric W. Reckard, Robert P. Nault and UniCredito Italiano S.p.A. (filed herewith) 2 Agreement and Plan of Merger, dated as of May 14, 2000, between The Pioneer Group, Inc. and UniCredito Italiano S.p.A. (incorporated by reference from Form 8-K filed by The Pioneer Group, Inc. with the Commission on May 16, 2000) 3 Joint Filing Agreement, dated as of May 22, 2000, among John F. Cogan, Jr., David D. Tripple, Eric W. Reckard and Robert P. Nault 8 CUSIP NO. 723684 10 6 PAGE 8 of 16 SIGNATURE After reasonable inquiry and to the best of their knowledge and belief of each of the undersigned, each of the undersigned certifies, in his individual capacity, that the information set forth in this Statement is true, complete and correct. Date: May 22, 2000 /s/ John F. Cogan, Jr. ------------------------ John F. Cogan, Jr. /s/ David D. Tripple ------------------------ David D. Tripple /s/ Eric W. Reckard ------------------------ Eric W. Reckard /s/ Robert P. Nault ------------------------ Robert P. Nault EX-99.1 2 VOTING AGREEMENT 1 EXHIBIT 1 VOTING AGREEMENT VOTING AGREEMENT, dated as of May 14, 2000 (this "Agreement"), by the executive officers identified on Schedule A hereto (each, a "Stockholder" and collectively, the "Stockholders") of The Pioneer Group, Inc., a company organized under the laws of the state of Delaware (the "Company"), to and for the benefit of UniCredito Italiano S.p.A, a company organized under the laws of the Republic of Italy ("Parent"). WHEREAS, as of the date hereof, each of the Stockholders owns of record and beneficially or has the power to vote the number of shares of the Company's common stock, par value $.10 per share (the "COMPANY COMMON STOCK"), set forth opposite such Stockholder's name on SCHEDULE A hereto (such shares, together with any shares of Company Common Stock acquired by the Stockholders prior to the termination of this Agreement being referred to herein as the "SHARES") WHEREAS, concurrently with the execution of this Agreement, Parent and the Company are entering into an Agreement and Plan of Merger, dated as of the date hereof (the "MERGER AGREEMENT"; capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement), pursuant to which, upon the terms and subject to the conditions thereof, a wholly owned subsidiary of Parent (the "Purchaser") will be merged with and into the Company (the "MERGER"); and WHEREAS, as a condition to the willingness of Parent and the Company to enter into the Merger Agreement, Parent has requested the Stockholders to agree, and in order to induce Parent to enter into the Merger Agreement, the Stockholders are willing to agree to vote in favor of adopting the Merger Agreement and approving the Merger, upon the terms and subject to the conditions set forth herein. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereby agree, severally and not jointly, as follows: Section 1. VOTING OF SHARES. Until the termination of this Agreement in accordance with the terms hereof, each Stockholder hereby agrees that, at the Company Stockholders' Meeting or any other meeting of the stockholders of the Company, however called, and in any action by written consent of the stockholders of the Company, each Stockholder will vote all of his Shares that such Stockholder is entitled to vote at such meeting or action (a) in favor of adoption of the Merger Agreement and approval of the Merger and the other transactions contemplated by the Merger Agreement, (b) against any action or agreement that Parent has advised the Stockholder would result in a breach of any covenant, representation or warranty or and other obligation or agreement of the Company under the Merger Agreement (subject to the Company's rights under Section 5.5 of the Merger Agreement) and (c) in favor of any other matter necessary to consummate the transactions contemplated by the Merger Agreement that is subject to approval of the Stockholders. Except as set forth in clauses (a), (b) and (c) of the immediately preceding -1- 2 sentence, the Stockholder shall not be restricted from voting in favor of, against or abstaining with respect to any other matter presented to the Stockholders of the Company. In addition, each Stockholder agrees that he/she will, upon request by Parent, furnish written confirmation, in form and substance reasonably acceptable to Parent, of such Stockholder's vote in favor of the Merger Agreement and the Merger. Each Stockholder acknowledges receipt and review of a copy of the Merger Agreement. Section 2. PROXY. Each Stockholder, by this Agreement, does hereby constitute and appoint Messrs. Pietro Modiano and Fabio Innocenzi, and each of them acting individually, or any nominee of either of such individuals, with full power of substitution, as such Stockholder's irrevocable proxy and attorney-in-fact to vote the Shares as indicated in SECTION 1 in the event such Stockholder fails to comply with his obligations under such section. Each Stockholder intends this proxy to be irrevocable and coupled with an interest and will take such further action and execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by him with respect his Shares. Section 3. TRANSFER OF SHARES. Each Stockholder severally and not jointly represents and warrants that he/she has no present intention of taking action to, prior to the termination of this Agreement in accordance with the terms hereof, directly or indirectly, (a) to sell, assign, transfer, pledge, encumber or otherwise dispose of any of the Shares, (b) deposit any of the Shares into a voting trust or enter into a voting agreement or arrangement with respect to the Shares or grant any proxy or power of attorney with respect thereto which is inconsistent with this Agreement or (c) enter into any contract, option or other arrangement or undertaking with respect to the direct or indirect sale, assignment, transfer (including by operation of law) or other disposition of any Shares. Section 4. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER. Each Stockholder severally and not jointly hereby represents and warrants to Parent with respect to himself and the ownership of his Shares as follows: (a) Such Stockholder has all legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. (b) Such Stockholder is the record or beneficial owner of, or has the power to vote, his Shares and, if such Stockholder is the beneficial owner of such Shares, he owns such Shares free and clear of any liens, claims, charges, encumbrances or voting agreements and commitments of every kind, other than this Agreement, except as set forth in the Merger Agreement or the Disclosure Schedules. (c) This Agreement has been duly executed and delivered by such Stockholder. (d) This Agreement constitutes the valid and binding agreement of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency or other similar requirements of law affecting the enforcement of creditor's rights generally and by general principles of equity. -2- 3 Section 5. NO SOLICITATION. No Stockholder shall take, directly or indirectly, (nor shall a Stockholder authorize or permit his representatives, or to the extent within the Stockholder's control, his affiliates to take) any action to (i) encourage (including by way of furnishing nonpublic information), solicit, initiate or facilitate any Acquisition Proposal, (ii) enter into any letter of intent, term sheet or other agreement with respect to any Acquisition Proposal or (iii) participate in any way in discussions or negotiations with, or furnish any information to, any person in connection with, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or could reasonably be expected to lead to, any Acquisition Proposal; PROVIDED, HOWEVER, that nothing in this Section 5 shall prevent the Stockholder, in his capacity as a director or executive officer of the Company, from engaging in any activity permitted pursuant to Section 5.5 of the Merger Agreement. The Stockholder shall immediately cease and cause to be terminated all discussions or negotiations commenced prior to the date hereof with respect to any Acquisition Proposal. From and after the date of the execution of this Agreement, the Stockholder will as promptly as practicable communicate to Parent orally and in writing any inquiry received by him relating to any Acquisition Proposal and the material terms of any proposal or inquiry, including the identity of the person and its affiliates making the same, that he may receive in respect of any such negotiations or discussions being sought to be initiated with the Company. The Stockholder shall (i) keep Parent fully informed on a prompt basis with respect to any developments with respect to the foregoing and (ii) provide to Parent as soon as practicable after receipt or delivery thereof with copies of all correspondence and other written material sent or provided to the Company from any Third Party in connection with any Acquisition Proposal. In addition, each of the Stockholders of the Company agrees that he will not enter into any employment, consulting or similar arrangement (or participate in any negotiations or discussions concerning such arrangements) with any person that has made an Acquisition Proposal (other than Parent or its affiliates) prior to termination of this Agreement in accordance with its terms. Section 6. TERMINATION. This Agreement shall terminate upon the earlier to occur of (i) the Effective Time or (ii) the termination of the Merger Agreement in accordance with the terms thereof; PROVIDED that the provisions of Section 7 of this Agreement shall survive any termination of this Agreement; and PROVIDED FURTHER that no such termination shall relieve any party of liability for a breach hereof prior to termination. Section 7. SPECIFIC PERFORMANCE. The Stockholders acknowledge that Parent believes that irreparable damage would occur in the event any provision of this Agreement was not performed in accordance with the terms hereof and that the parties may be entitled to specific performance of the terms hereof, in addition to any other remedy at law or in equity. Section 8. MISCELLANEOUS. (a) All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made (and shall be deemed to have been duly made or given upon receipt) by delivery in person, by facsimile, by courier service or by registered or certified mail (postage prepaid, return receipt requested) to the respective parties at the following addresses (or at such other address for a party as shall be specified in a notice given in accordance herewith): -3- 4 IF TO PARENT: UniCredito Italiano S.p.A. Piazza Cordusio Milano, Italy Attention: Pietro Modiano, Head of Finance Telecopy No.: (011) (3902) 876-309 and EuroPlus SGR S.p.A. Via Turati Milano, Italy Attention: Fabio Innocenzi, Chief Executive Officer, EuroPluc SGR S.p.A. Telecopy No.: (011) (3902) 623-8309 with copies to: Shearman & Sterling 801 Pennsylvania Avenue, N.W. Washington, D.C. 20004 Attention: Barry P. Barbash, Esq. Telecopy No.: (202) 508-8100 and NCTM-Negri-Clementi, Toffoletto, Montironi & Soci Studio Legale Associato Via Monte Napoleone, 12 20121 Milan, Italy Attention: Avv. Pietro Caliceti Telecopy No.: (011) (3902) 783-091 IF TO THE STOCKHOLDERS: c/o The Pioneer Group, Inc. 60 State Street Boston, Massachusetts 02109 Attention: Robert P. Nault, Esq. Telecopy No.: (617) 422-4293 with a copy to: Hale and Dorr LLP 60 State Street Boston, MA 02109 Attention: Joseph P. Barri, Esq. Telecopy No.: (617) 526-5000 -4- 5 (b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior agreements and understandings, both written and oral, between the parties with respect thereto. This Agreement may not be amended, modified or rescinded except by an instrument in writing signed by each of the parties hereto. (c) If any term or other provision of this Agreement is invalid, illegal or incapable of being enforced by any rule of law, or public policy, all other conditions and provisions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in a mutually acceptable manner in order that the terms of this Agreement remain as originally contemplated to the fullest extent possible. (d) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, PROVIDED that no party may assign, delegate or otherwise transfer any of its rights, interests or obligations under this Agreement (except as set forth herein) without the prior written consent of the other parties hereto. (e) This Agreement shall be governed by, and construed in accordance with the laws of the State of Delaware. All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the courts of the State of Delaware and the United States District Court for the State of Delaware. (f) This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. -5- 6 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be executed as of the date first written above. STOCKHOLDERS: /s/ John F. Cogan, Jr. ------------------------ John F. Cogan, Jr. /s/ David D. Tripple ------------------------ David D. Tripple /s/ Eric W. Reckard ------------------------ Eric W. Reckard /s/ Robert P. Nault ------------------------ Robert P. Nault AGREED AND ACKNOWLEDGED: UNICREDITO ITALIANO S.p.A BY: /s/ [signature appears here] ----------------------------------- NAME: TITLE: -6- 7 SCHEDULE A STOCKHOLDERS
Number of Shares of Company Common Stock Owned of Record and Name of Stockholder Address Beneficially - ------------------------------- ------------------------------ ---------------------------------- 1. John F. Cogan, Jr. c/o The Pioneer Group, Inc. 3,826,002 60 State Street Boston, MA 2. David D. Tripple c/o The Pioneer Group, Inc. 461,485 60 State Street Boston, MA 3. Eric W. Reckard c/o The Pioneer Group, Inc. 108,419 60 State Street Boston, MA 4. Robert P. Nault c/o The Pioneer Group, Inc. 99,969 60 State Street Boston, MA
EX-99.3 3 JOINT FILING AGREEMENT 1 EXHIBIT 3 JOINT FILING AGREEMENT THIS JOINT FILING AGREEMENT (this "Agreement") is made and entered into as of this 22nd day of May, 2000, by and among John F. Cogan, Jr., David D. Tripple, Eric W. Reckard and Robert P. Nault. The parties to this Agreement hereby agree to prepare jointly and file timely (or otherwise to deliver as appropriate) all filings on Schedule 13D and Schedule 13G ("Filings") required to be filed by them pursuant to Section 13(d) or 13(g) under the Securities Exchange Act of 1934, as amended, with respect to their respective ownership of any securities of The Pioneer Group, Inc. that are required to be reported on any Filings as a result of or relating to the Voting Agreement, dated as of May 14, 2000, among such parties and UniCredito Italiano S.p.A. Each party to this Agreement further agrees and covenants to the other parties that it will fully cooperate with such other parties in the preparation and timely filing (and other delivery) of all such Filings. IN WITNESS WHEREOF, the parties hereby have executed this Agreement as of the date first set forth above. /s/ John F. Cogan, Jr. ------------------------ John F. Cogan, Jr. /s/ David D. Tripple ------------------------ David D. Tripple /s/ Eric W. Reckard ------------------------ Eric W. Reckard /s/ Robert P. Nault ------------------------ Robert P. Nault -----END PRIVACY-ENHANCED MESSAGE-----