<PAGE>
As filed with the Securities and Exchange Commission on November 17, 1995
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
OPPENHEIMER CAPITAL, L.P.
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3412614
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
Oppenheimer Tower
World Financial Center
200 Liberty Street
New York, New York 10281
(Address, Including Zip Code, of Registrant's
Principal Executive Offices)
OPPENHEIMER CAPITAL OPPENHEIMER CAPITAL
RESTRICTED OPTION PLAN RESTRICTED UNIT PLAN
(Full Title of Plan) (Full Title of Plan)
Thomas E. Duggan, Esq.
General Counsel
Oppenheimer Capital
Oppenheimer Tower
World Financial Center
200 Liberty Street
New York, New York 10281
(212) 374-1600
(Name and Address, Including Zip Code,
and Telephone Number, Including Area Code, of Agent For Service)
Copies of Communications to:
JEFFREY E. TABAK, ESQ.
WEIL, GOTSHAL & MANGES
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Proposed Maximum Proposed Maximum
Title of Each Class of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Unit Price Registration Fee
<S> <C> <C> <C> <C>
Units of Limited Partnership Interest 1,237,500 $27.3125(1) $33,799,218.75 $6760
<FN>
(1) Estimated solely for calculation of the registration fee pursuant to Rule 457. Based upon the average of the high and
low market prices reported on the New York Stock Exchange on November 16, 1995, pursuant to Rule 457(h).
</TABLE>
<PAGE>
<PAGE>
Incorporation by Reference
--------------------------
This Registration Statement covers 1,237,500 additional Units of
limited partnership interest of the Registrant, which Units are
issuable pursuant to the Oppenheimer Capital Restricted Option Plan
and the Oppenheimer Capital Restricted Unit Plan (collectively, the
"Plans"). Such securities are of the same class as other securities
for which a registration statement on Form S-8 relating to employee
benefit plans is already effective. The contents of the earlier
registration statement, filed with the Securities and Exchange
Commission on July 2, 1990 (File No. 33-35584), are hereby
incorporated by reference. All capitalized terms used herein without
definition shall have the meanings ascribed thereto in such earlier
registration statement.
Additional Information
----------------------
By action of the Committee, ratified by the Board of Directors of
Opfin, on August 15, 1995, (i) the term of each of the Plans was
extended, effective as of July 9, 1994, until July 9, 1999 or such
earlier time as the Units authorized for issuance under the Plans have
been granted and have been vested and (ii) the aggregate number of
Units authorized for issuance under the Plans was increased to
2,475,000 Units.
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8
and has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in New York, New
York, on November 17, 1995.
OPPENHEIMER CAPITAL, L.P.
By: Oppenheimer Financial Corp.,
General Partner
By: /s/ Roger W. Einiger
--------------------------------
Roger W. Einiger
Executive Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints each of Roger W. Einiger and
Thomas E. Duggan, acting individually, his true and lawful attorney-
in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities,
to sign any and all amendments to this Registration Statement, and to
file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission,
granting unto said attorney-in-fact and agent full power and authority
to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and
confirming all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities for Oppenheimer Financial Corp., the general partner of the
registrant, and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Stephen Robert Chairman of the November 17, 1995
--------------------- Board and Chief
Stephen Robert Executive Officer
/s/ Nathan Gantcher President, Chief November 17, 1995
--------------------- Operating
Nathan Gantcher Officer and Director
(principal executive
officer)
/s/ Joseph M. LaMotta Executive Vice November 17, 1995
--------------------- President and
Joseph M. LaMotta Director
<PAGE>
<PAGE>
/s/ Dennis E. Feeney Chief Financial November 17, 1995
--------------------- Officer (principal
Dennis E. Feeney accounting officer)
/s/ Roger W. Einiger Executive Vice November 17, 1995
--------------------- President
Roger W. Einiger and Director
Director November __, 1995
---------------------
Frederick M. Bohen
Director November __, 1995
---------------------
Michael C. Stoddart
<PAGE>
<PAGE>
INDEX TO EXHIBITS
-----------------
Sequentially
Exhibits Numbered Page
-------- -------------
5 Opinion of Weil, Gotshal & Manges
as to the legality of the
securities being registered
23.1 Consent of Weil, Gotshal & Manges
(contained within the opinion of
counsel attached as Exhibit 5)
23.2 Consent of Price Waterhouse
24 Powers of Attorney (included in
signature page)
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<PAGE>
WEIL, GOTSHAL & MANGES
A Partnership Including Professional Corporations
767 Fifth Avenue New York, NY 10153-0119
(212) 310-8000
Fax: (212) 310-8007
Writer's Direct Line
November 17, 1995
Oppenheimer Capital, L.P.
Oppenheimer Tower
World Financial Center
200 Liberty Street
New York, New York 10281
Gentlemen:
We have acted as counsel to Oppenheimer Capital, L.P., a
Delaware limited partnership (the "Partnership"), in connection with
the preparation of a Registration Statement on Form S-8 (the
"Registration Statement") relating to 1,237,500 units of limited
partnership interest (each a "Unit" and collectively, the "Units") in
the Partnership. The Units are being registered with the Securities
and Exchange Commission pursuant to the Registration Statement in
connection with a Restricted Unit Plan (the "Unit Plan") and a
Restricted Option Plan (the "Option Plan") of Oppenheimer Capital, a
Delaware general partnership in which the Partnership is a general
partner.
In so acting, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the
Registration Statement, and such partnership records, agreements,
documents and other instruments of the Partnership, and such
certificates or comparable documents of public officials and of
representatives of the Partnership, and have made such inquiries of
such representatives, as we have deemed relevant and necessary as a
basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of
all documents submitted to us as originals, the completeness and
conformity to originals of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such
latter documents. As to all questions of fact material to this
opinion that have not been independently established, we have relied
upon statements and certificates or comparable documents of
representatives of the Partnership.
<PAGE>
<PAGE>
Oppenheimer Capital, L.P.
November 17, 1995
Page 2
Based on the foregoing, and subject to the qualifications
stated herein, we are of the opinion that when a Unit has been (i)
paid for, issued and delivered as provided in the Option Plan or (ii)
issued and delivered as provided in the Unit Plan, such Unit will be
validly issued, fully paid and nonassessable.
We hereby consent to the use of this opinion as an exhibit
to the Registration Statement. We further consent to any and all
references to our firm in the Registration Statement.
The opinion expressed herein is limited to the corporate and
limited partnership laws of the State of Delaware and the federal laws
of the United States, and we express no opinion as to the effect on
the matters covered by this letter of the laws of any other
jurisdiction.
The opinion expressed herein is rendered solely for your
benefit in connection with the transaction described herein. Except
as noted above, this opinion may not be used or relied upon by any
other person, nor may this letter or any copies thereof be furnished
to a third party, filed with a governmental agency, quoted, cited or
otherwise referred to without our prior written consent.
Very truly yours,
WEIL, GOTSHAL & MANGES
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated June 20, 1995
appearing on pages F-1 and F-10 of the Oppenheimer Capital, L.P.
Annual Report on Form 10-K for the year ended April 30, 1995. We also
consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-35584) of our reports dated June 20,
1995 appearing on pages F-1 and F-10 of such Annual Report on Form 10-K.
PRICE WATERHOUSE LLP
New York, New York
November 17, 1995
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