File No. 2-28274
File No. 811-01604
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss.240.14a-11(c) or ss.240.14a-12
Pioneer Growth Shares
(Name of Registrant as Specified in Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
PIONEER GROWTH SHARES
PROXY INFORMATION
[Check-mark/pencil graphic]
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August, 1999 1
WHAT IS A PROXY?
A proxy is a person authorized to act for another. The signing of a proxy card
extends the right to vote on issues raised at the fund's upcoming special
meeting to shareholders who are unable to attend the meeting. The persons
authorized (John Cogan, Joseph Barri, Robert Nault and David Tripple) vote the
absentee shareholders' shares in accordance with the shareholders' instructions.
A Proxy Statement is mailed to the shareholder along with a Proxy Card (for
shareholders to vote with). The Proxy Statement explains in detail all of the
proposals to be voted on at the upcoming meeting. Proxy Statements must be sent
as a prerequisite to the solicitation of proxies.
WHO WILL RECEIVE PROXIES ON PIONEER GROWTH SHARES?
The proxy will be mailed to approximately 155,000 registered and 85,000 street
name shareholders of record on July 19th. Total 240,000 accounts.
The proxies were mailed on August 3, 1999.
Special meeting: September 28, 1999
2:00 p.m.
at the offices of Hale and Dorr LLP
60 State Street, Boston
HOW SHOULD WE RESPOND IF SHAREHOLDERS ASK IF THEY HAVE TO RETURN THE PROXY?
We should always encourage shareholders to vote. Each share a shareholder owns
counts as one vote. Each vote counts toward making the "quorum". If the quorum
isn't made, the meeting has to be adjourned and votes resolicited, which causes
added expense to Pioneer. If, at the meeting, there are not enough votes to
approve a proposal, the Trustees can postpone the meeting to solicit those
shareholders who didn't respond to get more votes. We can tell the
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August, 1999 2
shareholders that "a prompt response will save Pioneer the expense of an
additional mailing."
HOW DO WE RESPOND IF SHAREHOLDERS ASK US HOW THEY SHOULD VOTE?
We say, "we cannot tell you how to vote; however, the Board of Trustees
unanimously approved the proposals and recommends the proposals for approval by
the shareholders."
IF A SHAREHOLDER VOTES, THEN CHANGES HIS MIND, CAN HE REVOKE HIS PROXY?
Yes, he can revoke it before tabulation either in person at the meeting or:
by submitting another proxy card;
by re-voting on the Internet or by touch-tone phone;
by voting via telephone with a representative on the line;
by submitting a notice of revocation to the Secretary of the Fund, Joseph Barri,
and send it to either Pioneer or Hale and Dorr, 60 State Street, Boston, MA,
02109.
IF A SHAREHOLDER TELLS US HE DIDN'T GET THE PROXY MATERIALS, LOST THEM, DOG ATE
THEM, ETC., WE SHOULD:
verify his address (if new address, include that information on
the fax)
note name and account number
fax a request for duplicate materials to:
Alamo Direct
(516) 231-7999 (fax)
Attn: Roxanne Marano
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August, 1999 3
WHAT IF SOMEONE SENDS BACK THE PROXY, SIGNED, BUT DIDN'T MARK THEIR BALLOT?
It will be voted in favor of the proposals. Unsigned proxies will be returned.
HOW SHOULD THE PROXY BE SIGNED?
The shareholder(s) should sign as the account is registered, and indicate his
capacity.
WHO VOTES THE PROXY ON A HOUSE ACCOUNT?
An authorized officer of the Broker/Dealer sends us back the votes he has
obtained by soliciting the actual shareholders of the house account. For this
proxy, about 85,000 of the 240,000 shareholder accounts are in street name.
WHERE ARE THE PROXIES RETURNED?
We hired a proxy tabulation service called Alamo Direct. The proxy return
envelope is addressed to:
Pioneering Services Corporation
Proxy Tabulator
P.O. Box 9043
Smithtown, NY 11787
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WHO IS HANDLING SHAREHOLDER INQUIRIES ON THE PROXY?
We've hired a proxy solicitation firm called SHAREHOLDER COMMUNICATIONS
CORPORATION in New York to answer questions about the proxy (their # is on the
proxy statement 800-732-6583), to solicit unvoted shares for the proxy, and to
take phone/fax votes from shareholders. If a shareholder chooses to vote by
phone or fax during a solicitation call, he WILL receive a confirmation of his
vote by mail. SCC reps will greet callers on the 800# with "Pioneer."
It could happen, though, that shareholders will call Pioneer directly and we
should be ready to answer their questions as well.
Some shareholders may call us to find out "who these Shareholder Communications
people are" if they receive a call from them. The phone solicitors have been
instructed to say they are calling "on behalf of your current investment in
Pioneer Growth Shares" but to let folks know, if asked, that SHAREHOLDER
COMMUNICATIONS CORPORATION is Pioneer's agent.
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August, 1999 5
NEW FOR THIS PROXY!!!
Shareholders can also vote electronically via the Internet or touch-tone
[p]hone. It saves time for the shareholder, it's easy, and saves in handling
costs on the tabulation side:
Here's how:
|-------| NOW It's Even Easier to Cast Your Vote
|---------| [logo]|
| |PIONEER| You can vote by touch-tone telephone or
| |-------| internet any time, any day.
|
| Using touch-tone telephone or the internet to vote is fast, safe
| and easy. It also saves money by reducing postage and handling
| costs.
|
| [graphic: telephone] Just read your proxy statement and voting card. Then
| choose one voting method--telephone or internet--and
| follow these simple steps, 24 hours a day, seven days
| a week.
|
| |---------------------------------|
| | |
| |-----------------------|------------------------| |
| | VOTE BY TOUCH-TONE TELEPHONE AT 1-800-597-7836 | |
| |------------------------------------------------| |
| 1. Use a touch-tone phone and dial 1-800-597-7836 |
| 2. Enter your 14-digit control number, shown on your |
| proxy voting card |
| 3. Follow the easy recorded instructions |
| |-----------------------|
| [graphic: personal computer] OR |
| |
| |-----------------------|----------------------------|
| | VOTE BY INTERNET AT http://Pioneer.proxyvoting.com |
| |----------------------------------------------------|
| 1. Visit our voting website http://Pioneer.proxyvoting.com
| 2. Enter your 14-digit control number, shown on your proxy
| voting card
| 3. Follow the easy on-screen instructions
|
| Once you've voted by telephone or internet, DO NOT MAIL your
| proxy voting card.
|
| |--------------------|
|----------------| Thank you for your | 0799-6938
| prompt vote | (C) Pioneer Investment Management, Inc.
|--------------------|
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August, 1999 6
- --------------------------------------------------------------------------------
WHAT PROPOSALS WILL
THE SHAREHOLDERS VOTE ON?
- --------------------------------------------------------------------------------
PROPOSAL 1
ELECT NINE TRUSTEES TO THE BOARD.
The Trustees supervise the fund's activities and review contractual
arrangements with companies that provide services to the fund. All of the
nominees are currently Trustees. They are John F. Cogan, Jr., Mary K. Bush,
Richard H. Egdahl, M.D., Margaret B.W. Graham, John W. Kendrick, Marguerite A.
Piret, David D. Tripple, Stephen K. West, and John Winthrop. Mr. Cogan and Mr.
Tripple are "interested persons" of the fund (Pioneer officers) and the other
Trustees are "disinterested persons" (not in the employ of Pioneer.)
REQUIRED VOTE: The vote of a plurality of all of the shares of
the fund voted at the meeting is sufficient to elect the
nominees.
PROPOSAL 2
APPROVAL OF NEW MANAGEMENT CONTRACT BETWEEN THE FUND AND PIONEER INVESTMENT
MANAGEMENT, INC., INCREASING THE RATE AT WHICH MANAGEMENT FEES ARE PAYABLE TO
PIONEER AND PROVIDING FOR A PERFORMANCE FEE ADJUSTMENT
REQUIRED VOTE: 1940 Act Majority Vote
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August, 1999 7
PERFORMANCE-BASED FEE:
NOW: PROPOSED:
.50% first $250m .70% first $500m
.48% next $50m .65% next $500m
.45% excess over $300m .625% excess over $1b
performance adjustment +/- .10%
performance adjustment phased in
beginning in October 1, 2000
October 1, 1999 - straight base rate
beginning October 2002, performance period
period = prior 36 months
relative index = Russell 1000
RUSSELL 1000 - top 1000 large cap companies
in the Russell 3000
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August, 1999 8
THINGS YOU SHOULD KNOW:
Growth Shares shareholders were proxied for a performance fee in 1998 and,
although the increase had the support of the majority of shares represented at
the meeting (a "plurality"), it did not obtain enough votes to be approved under
the 40 Act (see glossary for difference).
Since the 1998 proposal, the proposed fee structure has been changed such that
the breakpoints (asset levels) at which the base fee is reduced are lower.
Hence, as the fund grows larger, the base fee declines and the overall effective
rate of the fee (without any performance adjustment) would be less than .70%.
E.g., the base rate, under the new contract, would be .675% assuming average
daily net assets of $1b. However, even assuming a maximum downward adjustment
due to performance, the proposed fee will be higher than the current fee. The
fund currently has $3.4b in assets.
Growth Shares has not had a management fee increase since its inception in 1968.
The Trustees believe that the current fee is not adequate to maintain or improve
the level of service and performance shareowners receive. They considered the
requirements for excellence in investment management, research, technology and
other necessary systems.
Extensive research was conducted using data from Lipper, Inc. and Morningstar to
analyze the proposed fee in the context of other mutual funds. The proposed fee
is below, or the same as, the management fee for more than half of all capital
appreciation funds. The proposed fee would place the fund's total operating
expenses among the lowest 40% of similar funds.
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PROPOSALS 3(A) THROUGH (C)
ELIMINATION OR AMENDMENT OF VARIOUS INVESTMENT RESTRICTIONS
REQUIRED VOTE: 1940 Act Majority Vote
- ----------- ------------------------------------------------ ----------------------------------------------------
PROPOSAL CURRENT AMENDMENT
- ----------- ------------------------------------------------ ----------------------------------------------------
- ----------- ------------------------------------------------ ----------------------------------------------------
3A Fundamental investment restriction: Change to non-fundamental restriction:
...language re: the fund's ability to The Act of 1940 does not require that this
buy securities on margin. restriction be fundamental.
- ----------- ------------------------------------------------ ----------------------------------------------------
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August, 1999 10
- ----------- ------------------------------------------------ ----------------------------------------------------
3B FUNDAMENTAL RESTRICTION AMENDED
...language re: the fund's ability to Eliminated as a fundamental investment restriction.
engage in "short sales."
The following would be adopted as a non-fundamental
policy:
The fund may not engage in short sales, except short
sales against-the-box.
The Act of 40 does not require this restriction to
be fundamental.
In a short sale "against the box", the fund owns or
has the right to acquire the security sold short.
- ----------- ------------------------------------------------ ----------------------------------------------------
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August, 1999 11
- ----------- ------------------------------------------------ ----------------------------------------------------
3C CURRENT RESTRICTION AMENDED RESTRICTION
...language re: the fund's ability to Amend the restriction on borrowing to improve
borrow money[.] clarity of the restriction, to bring it into
uniformity with other Pioneer funds, and to raise
the fund's limit on borrowing to the amount allowed
under the 1940 Act.
- ----------- ------------------------------------------------ ----------------------------------------------------
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August, 1999 12
VOTING TERMINOLOGY:
QUORUM - may be defined in the fund's trust agreement or set by law, a 1940
Act quorum is 50% of the outstanding shares of the fund. It is the amount of
shares Pioneer must receive regardless if the vote is "for" or "against".
REQUIRED VOTE-
"1940 ACT MAJORITY VOTE" - means the affirmative vote of the lesser of 1.) 67%
or more of the shares of the fund represented at the meeting, if at least 50% of
all outstanding shares of the fund are represented at the meeting, or 2.) 50% or
more of the outstanding shares of the fund entitled to vote at the meeting.
Example: If there are 1,000 shares outstanding......
(i.) over 500 shares would have to be represented at the meeting of
which 67% must be affirmative.
If you do not get 67% affirmative your second option is to get over 50% of
shares outstanding to vote affirmative.
(ii.) This means that over 50% (501 shares) represented at the
meeting must be affirmative.
*This is required for Proposals 2 and 3 a - c.
"THE VOTE OF THE PLURALITY OF ALL OF THE SHARES OF THE FUND VOTED AT THE MEETING
IS SUFFICIENT"-
Example: If there are 40 votes at the meeting the majority of the
votes must be affirmative.
*This is required for Proposal 1.
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August, 1999 13
GLOSSARY
FUNDAMENTAL INVESTMENT RESTRICTION - a restriction that can be changed ONLY by
an affirmative shareholder vote.
NON-FUNDAMENTAL INVESTMENT RESTRICTION - a restriction that can be changed by
the fund's Board of Trustees.
ON MARGIN - buying securities with borrowed money.
PURCHASE ON MARGIN - buying securities with credit available through a
relationship with a broker.
SELLING SHORT - sale of a security or commodity futures contract not owned by
the seller; a technique use to take advantage of an anticipated decline in the
market.
SHORT SALES AGAINST THE BOX - securities that are owned by the seller, but kept
in "safekeeping" (sometimes street name), referred to as "the box" by Wall
Street.
TRUSTEES - those elected by the shareholders to oversee the fund's
activities and contractual arrangements. The 1940 Act requires that 40% of the
board be comprised of "outside" or "disinterested" persons.
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