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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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): December 17, 1997
OPPENHEIMER CAPITAL, L.P.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-9597 13-3412614
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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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ITEM 5. OTHER EVENTS
On December 17, 1997, PIMCO Advisors L.P. and Oppenheimer Capital, L.P.
issued a press release announcing that they reached an agreement to settle the
various lawsuits filed against them in connection with PIMCO Advisors L.P.'s
acquisition of Oppenheimer Capital. The press release is attached as Exhibit
99.1 hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
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Exhibit No. Description of Exhibit
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99.1 Press Release dated December 17, 1997 issued by
Registrant.
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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: December 19, 1997 PIMCO ADVISORS L.P.
By: /s/ ROBERT FITZGERALD
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Robert Fitzgerald
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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99.1 Press Release dated December 17, 1997 issued by Registrant.
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WEDNESDAY DECEMBER 17, 1997 1:35 PM EASTERN TIME
COMPANY PRESS RELEASE
PIMCO ADVISORS L.P. AND OPPENHEIMER CAPITAL, L.P. AGREE TO SETTLE SUITS
NEWPORT BEACH, Calif.--(BUSINESS WIRE)--Dec. 17, 1997--PIMCO Advisors L.P.
(NYSE:PA) and Oppenheimer Capital, L.P. (NYSE:OCC) reported today that they
have reached an agreement to settle the various class action lawsuits filed
against them and other defendants last month.
As reported on Nov. 11, the suits were filed in connection with the acquisition
by PIMCO Advisors of the two-thirds of Oppenheimer Capital owned by Oppenheimer
Capital, L.P. for 26.1 million PIMCO Advisors Class A units. The transaction was
completed Dec. 1. It was announced on Nov. 5, 1997, when PIMCO Advisors also
reported completing its purchase of the approximately one-third, privately held
managing general partner interest in Oppenheimer Capital.
As part of the settlement, the class will receive $1 per unit for each of the
15.4 million Oppenheimer Capital, L.P. units outstanding for holders of record
as of Nov. 4, 1997, payable as a distribution after reduction for court-awarded
attorney's fees and costs. The firms said that the $15.4 million provides
material value to members of the class, and represents an increase of
approximately 1.8% over the more than $800 million in PIMCO Advisors units to
be issued as consideration in the acquisition of the remaining two-thirds of
Oppenheimer Capital. The settlement will be amortized as part of the purchase
price over 20 years and thus will have no material effect on earnings or
distributions. The settlement is subject to court approval, which is expected
to occur sometime in early 1998.
As previously announced, Oppenheimer Capital, L.P. split its partnership units
1.67 to one on Dec. 1, 1997. PIMCO Advisors also intends to complete the
previously announced restructuring of its public ownership, by exchanging each
public PIMCO Advisors L.P. Class A unit for one Oppenheimer Capital, L.P. unit,
and then delisting PIMCO Advisors L.P. on Dec. 31, 1997. Trading in the
partnership units on the NYSE will continue without interruption under the name
PIMCO Advisors Holdings L.P.
Following these transactions, PIMCO Advisors Holdings L.P. will have nearly
50,000 unitholders and will own about 37 percent of a larger, more diversified
firm than either Oppenheimer Capital or PIMCO Advisors on a stand-alone basis.
The combination brings together the world-renowned fixed income capabilities of
PIMCO Advisors and the highly respected value-based equity expertise of
Oppenheimer Capital.
PIMCO Advisors and its seven affiliated firms comprise the fourth-largest
investment management firm with publicly traded securities, having more than
$190 billion of assets under management, more than 900 employees, and a
worldwide market presence, which includes managing money for more than 50
percent of the Fortune 100 companies. The firm has a diversified business mix,
with fixed income securities representing 57 percent of its managed assets and
equities representing 43 percent, including 27 advised and subadvised funds
rated four-star or five-star by Morningstar.
For the nine months ended Sept. 30, 1997, the group had pro forma revenues in
excess of $500 million, pro forma net income of approximately $114 million and
pro forma operating cash flow of more than $188 million.
PIMCO Advisors 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 individuals and institutions. PIMCO Advisors is headquartered in
Newport Beach, Calif.
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Contact:
PIMCO Advisors L.P.
Media:
Ernest L. Schmider, 714/640-3160
Mike Walker, Dave Sanson, 714/361-7520
Investors:
Kelli Powell, 800/387-4626
