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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT TO
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of Earliest Event Reported): November 4, 1997
PIMCO ADVISORS L.P.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-09772 06-1349805
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
800 NEWPORT CENTER DRIVE, NEWPORT BEACH, CA 92660
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including Area Code: (714) 717-7022
NOT APPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
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This Amendment to Current Report on Form 8-K/A amends that certain
Current Report on Form 8-K filed by PIMCO Advisors L.P. ("PIMCO Advisors") on
November 6, 1997.
ITEM 2.
As previously reported in the Current Report on Form 8-K filed on
November 6, 1997 by PIMCO Advisors, on November 4, 1997, PIMCO Advisors acquired
the investment advisory assets of Oppenheimer Group, Inc. ("Opgroup"), including
a 32.4% managing general partner interest in Oppenheimer Capital, the one
percent general partner interest in Oppenheimer Capital, L.P. ("Opcap LP"), one
percent general partner interests in three subsidiaries of Oppenheimer Capital
and the ownership of Value Advisors LLC, a newly formed limited liability
company holding eight closed-end investment fund management contracts formerly
held by Advantage Advisers, Inc. (the "Opgroup Transaction"). As consideration
for these assets, the Opgroup stockholders received 2,119,608 Class A units of
limited partner interest in PIMCO Advisors (the "PIMCO Advisors Class A LP
Units"), rights (the "Opgroup Exchange Rights") to acquire up to 6,900,000
additional PIMCO Advisors Class A LP Units (or, after December 31, 1997, the
same number of units of limited partner interest in Opcap LP ("Opcap LP Units"))
at $33 1/3 per unit upon exchange of 6% Senior Notes due December 1, 2037 of
Opgroup (the "Opgroup Notes") and rights to require PIMCO Advisors to repurchase
some or all of these units for $25.50 per unit (the "Opgroup Put Rights"). Such
consideration was the result of arms' length negotiations between PIMCO Advisors
and Opgroup.
PIMCO Advisors acquisition of Opgroup's investment advisory assets in
the Opgroup Transaction was accomplished as follows:
(i) Immediately prior to the transaction, Opgroup redeemed
certain shares of its outstanding stock in exchange for (A) $244
million in available cash, (B) $150 million in Opgroup Notes and (C) an
$80 million face amount Certificate of Long-Term Indemnity Indebtedness
(subject to reduction upon the occurrence of certain indemnity
obligations with respect to the investment management assets), which
under certain circumstances converts into an equal principal amount of
Opgroup Notes. The Opgroup Notes are limited in recourse to the assets
of Opgroup.
(ii) Following the redemption, a newly-formed, wholly-owned
limited liability company subsidiary of PIMCO Advisors merged with and
into Opgroup. In the merger, Opgroup became a subsidiary of PIMCO
Advisors, and the Opgroup stockholders received 2,119,608 PIMCO
Advisors Class A LP Units, the Opgroup Exchange Rights, and the Opgroup
Put Rights. The Opgroup stockholders also received certain registration
rights with respect to these units.
(iii) Immediately following the merger, Opgroup, then a
subsidiary of PIMCO Advisors, caused its subsidiary Oppenheimer
Financial Corp. ("Opfin") to contribute (i) the ownership of Value
Advisors LLC and the one percent general partner interest in Opcap LP
and then (ii) Opfin's 32.4% managing general partner interest in
Oppenheimer Capital and the one percent general partner interests in
three subsidiaries of Oppenheimer Capital to Value Advisors LLC (then a
subsidiary of PIMCO Advisors). In exchange for these contributions,
Opfin received 6,000,000 Class C units of limited partner interest (the
"PIMCO Advisors Class C LP Units"). Each PIMCO Advisors Class C LP Unit
is entitled to the same proportionate share of profits, losses and
distributions as a PIMCO Advisors Class A LP Unit, but with a maximum
distribution of $3.00 per year, or $0.75 per quarter subject to a
catch-up on an annual basis. In connection with this transaction, Opcap
LP adopted an amendment to its partnership agreement converting the one
percent general partner interest into a one-one hundredth of one
percent general partner interest, with the remaining interest converted
into Opcap LP Units. PIMCO Advisors then sold the general partner
interest in Opcap LP to PIMCO Partners, G.P., the general partner of
PIMCO Advisors, for $80,000.
ITEM 5.
On November 10, 1997, Richard Buzby filed an action on behalf of a
purported class of limited partners of Opcap LP against PIMCO Advisors and
certain individuals associated with the previous general partner of Opcap LP in
the Court of Chancery of the State of Delaware, New Castle County. The
complaint alleges, among other things, various breaches of fiduciary duty,
conflicts of interest and unfair dealing in connection with the previously
disclosed proposed merger of Oppenheimer Capital with a subsidiary of PIMCO
Advisors (the "Oppenheimer Capital Merger"). The complaint seeks compensatory
and/or recessionary money damages or, alternatively, injunctive relief or
rescission of the transactions. Since that date, certain other complaints have
been filed in the states of Delaware and New York, making similar allegations.
These cases are expected to be consolidated in the Court of Chancery of the
State of Delaware. PIMCO Advisors and Opcap LP believe the suits are without
merit, and intend to contest them vigorously.
ITEM 7.
(a)-(b) Any required financial statements and pro forma information with
respect to the transactions reported will be filed as required. Form
8-K requires that financial statements and pro forma information shall
be filed within 60 days of the initial filing of the report.
(c) Exhibits
Exhibit No. Description of Exhibits
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10.1 Agreement and Plan of Merger dated November 4, 1997
10.2 Put Right dated November 4, 1997
10.3 Exchange Right dated November 4, 1997
10.4 Note Agreement dated November 4, 1997
10.5 Contribution Agreement dated November 4, 1997
10.6 Certificate of Long Term Indemnity Indebtedness dated
November 4, 1997
10.7 Registration Rights Agreement dated November 4, 1997
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: November 20, 1997 PIMCO ADVISERS L.P.
/s/ ROBERT M. FITZGERALD
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Robert M. Fitzgerald
Chief Financial Officer
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EXHIBIT INDEX
Sequentially
Exhibit No. Description of Exhibits Numbered Page
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10.1 Agreement and Plan of Merger dated November 4, 1997
10.2 Put Right dated November 4, 1997
10.3 Exchange Right dated November 4, 1997
10.4 Note Agreement dated November 4, 1997
10.5 Contribution Agreement dated November 4, 1997
10.6 Certificate of Long Term Indemnity Indebtedness dated
November 4, 1997
10.7 Registration Rights Agreement dated November 4, 1997