SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ____________________ Date of Report (Date of Earliest Event Reported): FEBRUARY 13, 1997 PIMCO ADVISORS L.P. (Exact Name of Registrant as Specified in Charter) DELAWARE 1-09772 06-1349805 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 800 NEWPORT CENTER DRIVE, NEWPORT BEACH, CA 92660 (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, including Area Code: (714) 717-7022 NOT APPLICABLE (Former Name or Former Address, if Changed Since Last Report) ITEM 5. OTHER EVENTS On February 13, 1997, the Registrant entered into an Agreement and Plan of Merger by and among Oppenheimer Group, Inc., Oppenheimer Financial Corp., the Registrant and Thomson Advisory Group Inc. The agreement is attached as Exhibit 2.1 hereto. On February 14, 1997, the Registrant issued the press release regarding such agreement attached as Exhibit 99.2 hereto. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS -------- Exhibit No. Description of Exhibit - ----------- ---------------------- 2.1 Agreement and Plan of Merger dated as of February 13, 1997 by and among Oppenheimer Group, Inc., Oppenheimer Financial Corp., PIMCO Advisors L.P. and Thomson Advisory Group Inc. 99.1 Agreement to Furnish Exhibits and Schedules 99.2 Press Release dated February 14, 1997 issued by Registrant 2 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: February 18, 1997 PIMCO ADVISORS L.P. By: /s/ ROBERT FITZGERALD -------------------------- Robert Fitzgerald Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description of Exhibit - ----------- ---------------------- 2.1 Agreement and Plan of Merger dated as of February 13, 1997 by and among Oppenheimer Group, Inc., Oppenheimer Financial Corp., PIMCO Advisers L.P. and Thomson Advisory Group Inc. 99.1 Agreement to Furnish Exhibits and Schedules 99.2 Press Release dated February 14, 1997 issued by Registrant