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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 7, 1998
Registration No. 333-43201
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
PIMCO ADVISORS HOLDINGS L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3412614
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification No.)
organization)
800 Newport Center Drive
Newport Beach, California 92660
(949) 717-7022
(Address, including zip code,
and telephone number, including
area code, of registrant's
principal executive offices)
-----------------
1998 UNIT INCENTIVE PLAN OF
PIMCO ADVISORS HOLDINGS L.P.
AND PIMCO ADVISORS L.P.
(Full title of Plan)
-------------
Kenneth M. Poovey Copy to:
Chief Operating Officer and General Counsel David C. Flattum
PIMCO Advisors Holdings L.P. Latham & Watkins
800 Newport Center Drive 650 Town Center Drive, Suite 2000
Newport Beach, California 92660 Costa Mesa, California 92626
(949) 717-7022 (714) 540-1235
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
CALCULATION OF REGISTRATION FEE
- - --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Proposed
Proposed Maximum
Title of Each Class Amount Maximum Aggregate Amount of
of Securities to to be Offering Price Offering Registration
be Registered Registered Per Unit (1) Price (1) Fee(2)
- - ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units of Limited 6,500,000 $26.9375 $175,093,750 $51,653
Partner Interest
- - ---------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee
pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based on
the average of the high and low sales price of the units of limited partner
interest, as reported on the New York Stock Exchange on October 5, 1998.
(2) On December 24, 1997, the Registrant paid a registration fee of $92,099 in
connection with the registration of 10,000,000 units of limited partner interest
pursuant to this Registration Statement. Pursuant to Instruction E of Form S-8,
the Registrant is paying a registration fee of $51,920 in connection with the
registration of an additional 6,500,000 units of limited partner interest
pursuant to this Post-Effective Amendment No. 1.
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PART I
The information called for in Part I of Form S-8 is not being prepared
with or included in this Form S-8 (by incorporation by reference or otherwise)
in accordance with the rules and regulations of the Securities and Exchange
Commission (the "Commission").
PART II
This Post-Effective Amendment No. 1 to Registration Statement on Form
S-8 (File No. 333-43201) (this "Amendment") relates to the amending and
restating of the 1997 Unit Incentive Plan of PIMCO Advisors Holdings L.P. and
PIMCO Advisors L.P. (the "1997 Plan"). This Registration Statement, initially
filed with the Securities and Exchange Commission on December 24, 1997, covered
10,000,000 units of limited partner interest of PIMCO Advisors Holdings L.P.
(the "Registrant") authorized for issuance pursuant to the 1997 Plan. Effective
January 1, 1998, the Management Boards of the Registrant and PIMCO Advisors L.P.
amended and restated the 1997 Plan. As a result, the 1997 Plan is now named the
1998 Unit Incentive Plan of PIMCO Advisors Holdings L.P. and PIMCO Advisors L.P.
(the "1998 Plan"). Additionally, pursuant to this Amendment, the Registrant is
registering an additional 6,500,000 units of limited partner interest for
issuance pursuant to the 1998 Plan. The Registrant will provide each participant
to the 1998 Plan a revised prospectus for the 1998 Plan pursuant to Rule
428(b)(1) of the Securities Act of 1933, as amended.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
Pursuant to General Instruction E of Form S-8, the Registrant hereby
incorporates by reference into this Amendment the information contained in the
Registrant's Registration Statement on Form S-8 (File No. 333-43201) filed with
the Commission on December 24, 1997.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the securities being registered hereunder are being
passed upon by Kenneth M. Poovey, Chief Operating Officer and General Counsel of
the Registrant. Mr. Poovey holds options to purchase units of limited partner
interest of the Registrant.
ITEM 8. EXHIBITS
The following are the exhibits required by Item 601 of Regulation S-K.
5.1 Opinion of Kenneth M. Poovey
10.1 1998 Unit Incentive Plan of PIMCO Advisors Holdings
L.P. and PIMCO Advisors L.P. (Incorporated by reference
to Exhibit 10.1 of the Registrant's Form 10-Q for the
quarter ended March 31, 1998)
23.1 Consent of Kenneth M. Poovey (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Deloitte & Touche LLP
2
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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 this Amendment and has duly caused this
Amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on this 5th day
of October, 1998.
PIMCO ADVISORS HOLDINGS L.P.
By: /s/ WILLIAM D. CVENGROS
--------------------------
William D. Cvengros
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ WILLIAM D. CVENGROS Board Member and October 5, 1998
----------------------------- Chief Executive Officer
William D. Cvengros (Principal Executive Officer)
/s/ ROBERT M. FITZGERALD Board Member, October 5, 1998
------------------------------ Senior Vice President and
Robert M. Fitzgerald Chief Financial Officer
(Principal Financial and
Accounting Officer)
/s/ KENNETH M. POOVEY Board Member, Chief Operating October 5, 1998
- - ----------------------------- Officer and General Counsel
Kenneth M. Poovey
</TABLE>
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EXHIBIT INDEX
EXHIBIT PAGE
- - ------- ----
5.1 Opinion of Kenneth M. Poovey 5
10.1 1998 Unit Incentive Plan of PIMCO Advisors Holdings L.P. and --
PIMCO Advisors L.P. (Incorporated by reference to Exhibit 10.1
of the Registrant's Form 10-Q for the quarter ended March 31,
1998)
23.1 Consent of Kenneth M. Poovey (included in Exhibit 5.1) --
23.2 Consent of PricewaterhouseCoopers LLP 6
23.3 Consent of Deloitte & Touche LLP 7
4
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EXHIBIT 5.1
October 5, 1998
PIMCO Advisors Holdings L.P.
800 Newport Center Drive
Newport Beach, California 92660
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
I am Chief Operating Officer and General Counsel of PIMCO Advisors
Holdings L.P., a Delaware limited partnership ("Holdings"). In that capacity, I
have acted as counsel for Holdings in connection with Post Effective Amendment
No. 1 to the Registration Statement on Form S-8 (Reg. No. 333-43201) being filed
by Holdings with the Securities and Exchange Commission in connection with the
registration under the Securities Act of 1933, as amended, of an additional
6,500,000 units of limited partner interest in Holdings ("Holdings Units") to be
issued pursuant to the 1998 Unit Incentive Plan of PIMCO Advisors Holdings L.P.
and PIMCO Advisors L.P. (the "1998 Plan").
In furnishing this opinion, I, or attorneys under my supervision, have
examined such documents, legal opinions and precedents, partnership and other
records of Holdings, and certificates of public officials and officers of
Holdings as I have deemed necessary and appropriate to provide a basis for the
opinions set forth below. In this examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as originals
and the conformity to original documents of all documents submitted to me as
copies.
Subject to the foregoing, I am of the opinion that the Holdings Units to
be issued pursuant to the 1998 Plan have been duly authorized, and upon issuance
thereof in accordance with the 1998 Plan, will be validly issued, fully paid and
nonassessable.
I am opining herein as to the effect on the subject transaction only of
the internal laws of the State of Delaware and the federal law of the United
States, and I express no opinion with respect to the applicability thereto, or
the effect thereon, of the laws of any other jurisdiction, or as to matters of
municipal law or the laws of any other local agencies within the state.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to my name under the heading "Legal
Opinions" in the prospectus included therein.
Very truly yours,
/s/ KENNETH M. POOVEY
Kenneth M. Poovey
5
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-Effective
Amendment No. 1 to the Registration Statement on Form S-8 (Reg. No. 333-43201)
of our reports dated January 30, 1998, as identified on the index to the
financial statements included as Item 8 of PIMCO Advisors Holdings L.P.'s 1997
Annual Report on Form 10-K (Form 10-K) which appear in such Form 10-K.
/s/ PRICEWATERHOUSECOOPERS LLP
PricewaterhouseCoopers LLP
Los Angeles, California
October 2, 1998
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EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 to the Registration Statement No. 333-43201 OF PIMCO Advisors Holdings
L.P. on Form S-8 related to the 1998 Unit Incentive Plan of PIMCO Advisors
Holdings L.P. and PIMCO Advisors L.P. (formerly the 1997 Unit Incentive Plan) of
our report dated February 2, 1996, relating to the consolidated financial
statements of PIMCO Advisors L.P. and subsidiaries for the year ended December
31, 1995, appearing in the Annual Report on Form 10-K of PIMCO Advisors Holdings
L.P. for the year ended December 31, 1997.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
Costa Mesa, California
October 2, 1998
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