<PAGE> 1
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): November 5, 1997
OPPENHEIMER CAPITAL L.P.
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-9597 13-3412614
- ---------------------------- ------------ -------------------
(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)
<PAGE> 2
ITEM 5. OTHER EVENTS
On November 5, 1997, PIMCO Advisors, L.P. and Oppenheimer Capital, L.P.
issued a press release announcing completion of PIMCO Advisors' acquisition of a
one-third interest in Oppenheimer Capital and PIMCO Advisors' plan to acquire
the remaining two-thirds of Oppenheimer Capital and to combine the public
ownership of PIMCO Advisors, L.P. with Oppenheimer Capital, L.P. The press
release is attached as Exhibit 99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
--------
Exhibit No. Description of Exhibit
----------- ----------------------
99.1 Press Release dated November 5, 1997 issued by
Registrant.
2
<PAGE> 3
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 6, 1997 PIMCO ADVISORS L.P.
By: /s/ ROBERT FITZGERALD
------------------------------
Robert Fitzgerald
Chief Financial Officer
3
<PAGE> 4
EXHIBIT INDEX
Exhibit No. Description of Exhibit
- ----------- ----------------------
99.1 Press Release dated November 5, 1997 issued by Registrant
<PAGE> 1
EXHIBIT 99.1
[LETTERHEAD OF PIMCO]
FOR IMMEDIATE RELEASE
FOR MORE INFORMATION, MEDIA
---------------------------
For PIMCO Advisors: Mike Walker, Dave Sanson 714-361-7520
For Oppenheimer Capital: Larry Becker 212-504-1611
FOR MORE INFORMATION, INVESTORS
-------------------------------
For PIMCO Advisors: Kelli Powell 800-387-4626
For Oppenheimer Capital: 212-504-1610
PIMCO ADVISORS L.P., AND OPPENHEIMER CAPITAL, L.P.
ANNOUNCE COMPLETION OF PIMCO ADVISORS ACQUISITION
OF ONE-THIRD INTEREST IN OPPENHEIMER CAPITAL;
PIMCO ADVISORS ANNOUNCES PLAN TO ACQUIRE
REMAINING TWO-THIRDS OF OPPENHEIMER CAPITAL AND
TO COMBINE PUBLIC OWNERSHIP OF PIMCO ADVISORS L.P.
WITH OPPENHEIMER CAPITAL, L.P.
NEWPORT BEACH, CA, and NEW YORK, NY (November 5, 1997) -- PIMCO Advisors L.P.
(NYSE: PA) and Oppenheimer Capital, L.P. (NYSE: OCC) today reported completion
of the purchase by PIMCO Advisors L.P. ("PIMCO Advisors") of the approximately
one-third, privately held managing general partner interest in Oppenheimer
Capital (the "Operating Partnership"), a premiere value equity investment
manager. The firms also announced today their definitive agreement for PIMCO
Advisors to acquire the remaining approximately two-thirds of the Operating
Partnership now held by Oppenheimer Capital, L.P. for 26.1 million PIMCO
Advisors Class A units, equating to 1.67 PIMCO Advisors Class A units for each
Oppenheimer Capital, L.P. unit, subject only to federal antitrust approval.
PIMCO Advisors also announced their intention to cause a 1.67 to one
Oppenheimer Capital, L.P. unit split on December 1, 1997, and to maintain
Oppenheimer Capital, L.P. as a holding company owning one PIMCO Advisors Class
A unit for each Oppenheimer Capital, L.P. unit outstanding. On December 31,
1997, PIMCO Advisors will restructure its public ownership with each public
PIMCO Advisors unit held by the public being exchanged for one Oppenheimer
Capital, L.P. unit. The Operating Partnership will continue with the same
investment personnel and process it now employs.
PIMCO Advisors and its affiliated investment management firms
(including the Operating Partnership) will have assets under management
exceeding $190 billion, more than 900 employees and nearly 50,000 unitholders.
It will manage a mix of approximately 57 percent fixed-income and 43 percent
equity assets, with 27 advised and
<PAGE> 2
subadvised funds rated four-star or five-star by Morningstar. PIMCO Advisors
and its affiliated investment management firms will manage money for more than
50 percent of the Fortune 100 companies. For the nine months ended September
30, 1997, the group had pro forma revenues in excess of $500 million, net
income of approximately $114 million and operating cash flow of more than $188
million.
In the transaction completed today, PIMCO Advisors issued 2.1 million
of its Class A Units and provided rights to holders of $230 million of 6
percent Oppenheimer Group, Inc. notes due 2037 to exchange those notes for an
additional 6.9 million PIMCO Advisors Class A units. PIMCO Advisors also issued
rights to put any of such units to PIMCO Advisors at $25.50 unless certain
termination conditions are met.
As a result of today's transaction, a wholly-owned subsidiary of PIMCO
Advisors is the new managing general partner of the Operating Partnership.
PIMCO Advisors' general partner, PIMCO Partners, G.P., is now also the general
partner of Oppenheimer Capital, L.P.
In connection with the definitive agreement for PIMCO Advisors to
acquire the remaining approximately two-thirds of the Operating Partnership,
and the subsequent 1.67 to 1 unit split at December 1, 1997, Oppenheimer
Capital, L.P. will be renamed PIMCO Advisors Holdings L.P., which will continue
as a holding company owning one PIMCO Advisors Class A unit for each
Oppenheimer Capital, L.P. unit outstanding. PIMCO Advisors Holdings L.P. will
continue to be listed on the New York Stock Exchange. After the restructuring
of PIMCO Advisors public unitholders into units of Oppenheimer Capital, L.P. at
December 31, 1997, PIMCO Advisors Holdings L.P. will own approximately 37
percent of PIMCO Advisors and its affiliated investment management firms.
PIMCO Advisors Holdings, L.P. is expected to distribute substantially
all of its after-tax cash flow. Beginning January 1, 1998, it will be subject
to a 3.5 percent federal tax on gross income as well as state taxes that
together are currently anticipated to raise the partnership's overall tax rate
to approximately 4.5 percent of gross income. PIMCO Advisors announced August
5th that the new taxes would have reduced cash flow available for distribution
by approximately 10-12 percent, a substantially smaller reduction than if the
partnership had become subject to corporate income tax on January 1, 1998.
Oppenheimer Capital is one of the nation's leading investment
management firms with more than $60 billion in assets under management. It is
well-known for its value-based investment disciplines, primarily in equity
management, serving a broad range of institutional clients, including public
and private funds, jointly trusteed funds, endowments, foundations and
individuals. Oppenheimer Capital is headquartered in New York, NY.
PIMCO Advisors is a leading investment management firm with more than
$130 billion in assets under management. Its six affiliated investment
management firms are widely recognized for providing consistent performance and
high quality service for many of the nation's corporate and public pension
funds, endowments and foundations. Its affiliated mutual fund complex provides
institutional-quality investment management to individual and institutions.
PIMCO Advisors is headquartered in Newport Beach, CA.
####
2
