<PAGE> 1
As filed with the Securities and Exchange Commission on March 6, 1998
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PIMCO ADVISORS HOLDINGS 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.)
-------------------
800 NEWPORT CENTER DRIVE, SUITE 100
NEWPORT BEACH, CALIFORNIA 92660
(714) 717-7022
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
KENNETH M. POOVEY
CHIEF OPERATING OFFICER AND GENERAL COUNSEL
800 NEWPORT CENTER DRIVE, SUITE 100
NEWPORT BEACH, CALIFORNIA 92660
(714) 717-7022
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
-------------------
COPY TO:
DAVID C. FLATTUM
LATHAM & WATKINS
650 TOWN CENTER DRIVE
COSTA MESA, CALIFORNIA 92626
(714) 540-1235
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this
Registration Statement.
-------------------
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the
following box: [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box: [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
=============================================================================================================
AMOUNT TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES BE OFFERING PRICE PER AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED UNIT (1) OFFERING PRICE (1) FEE
- -------------------------------------------------------------------------------------------------------------
Limited Partner Units 93,854 $34.50 $3,237,963 $956
=============================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
-------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION
8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
================================================================================
<PAGE> 2
The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
P R O S P E C T U S
PIMCO ADVISORS HOLDINGS L.P.
UP TO 93,854 UNITS OF LIMITED PARTNERSHIP INTEREST
-------------------
This prospectus relates to the public offer and sale of up to 93,854
units of limited partnership interest (the "Units") in PIMCO Advisors Holdings
L.P., a Delaware limited partnership ("Holdings"), which may be offered and sold
by certain holders of 6% Senior Notes due December 1, 2037 (the "Notes") of
Oppenheimer Group, Inc. ("Opgroup") which are exchangeable, at the option of the
holder, for Units. The right to exchange the Notes for Units was received by the
selling securityholders in connection with the acquisition of Opgroup by PIMCO
Advisors L.P. ("PIMCO Advisors") on November 4, 1997.
Holdings will not receive any of the proceeds from the Units being sold
by the selling securityholders, other than the Notes to be received in exchange
for the Units. See "Selling Securityholders." The Units are listed on the New
York Stock Exchange under the symbol "PA." On February 25, 1998, the last
reported sales price of the Units on the New York Stock Exchange was $34.50 per
unit.
-------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION
NOR ANY STATE SECURITIES COMMISSION HAS APPROVED
OR DISAPPROVED OF THESE SECURITIES OR DETERMINED
IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
-------------------
THE DATE OF THIS PROSPECTUS IS , 1998
<PAGE> 3
THE PARTNERSHIP
Holdings is a holding company, which, as its sole business, owns
approximately 46 million general partner units in PIMCO Advisors, representing a
43% equity interest in PIMCO Advisors. PIMCO Advisors is one of the nation's
largest investment management firms with approximately $199 billion of assets
under management at December 31, 1997. PIMCO Advisors offers a broad range of
investment management services and styles to institutional and retail investors,
combining the fixed income oriented Pacific Investment Management, the equity
oriented Oppenheimer Capital and a proprietary family of mutual funds. PIMCO
Advisors provides investment management services primarily to (i) large
institutional clients through separate accounts, (ii) smaller institutional
clients and financial intermediaries through the institutional share classes of
PIMCO Advisors' proprietary mutual funds and (iii) retail investors through the
retail share classes of PIMCO Advisors' proprietary mutual funds, which are sold
principally through broker-dealers. PIMCO Partners, G.P. is the sole general
partner of Holdings and is the controlling general partner of PIMCO Advisors.
Holdings' business results from the November 30, 1997 merger of
Oppenheimer Capital with a subsidiary of PIMCO Advisors. Prior to the merger,
Holdings' only asset was a 67.6% interest in Oppenheimer Capital. On November 4,
1997, PIMCO Advisors acquired from Opgroup the general partner interest in
Holdings and a 32.4% interest in Oppenheimer Capital. In the November 30, 1997
merger, PIMCO Advisors acquired from Holdings the remaining 67.6% general
partner interest in Oppenheimer Capital, as a result of which Oppenheimer
Capital became a wholly-owned subsidiary of PIMCO Advisors and Holdings received
26.1 million PIMCO Advisors units of general partner interest, representing an
approximately 23.9% interest in PIMCO Advisors. As a result of the merger,
Holdings' sole business became that of holding an interest in PIMCO Advisors. In
connection with the merger, Holdings effected a 1.67-for-one split of the Units,
such that each outstanding Unit represented an indirect economic interest in a
single PIMCO Advisors unit. Subsequently, on December 31, 1997, the public
ownership of PIMCO Advisors was combined with that of Holdings through a
transaction in which the limited partner units in PIMCO Advisors held by the
public were contributed to Holdings in exchange for an equal number of Units.
Since this transaction, each Unit continued to represent an indirect economic
interest in a single PIMCO Advisors unit.
Holdings' principal offices are located at 800 Newport Center Drive,
Suite 100, Newport Beach, California 92660. Holdings' telephone number is (714)
717-7022.
USE OF PROCEEDS
All net proceeds from the sale of the Units will go to the selling
securityholders who offer and sell their Units. Holdings will not receive any of
the proceeds from the sale of the Units, other than the Notes to be received by
Holdings in exchange for the Units.
2
<PAGE> 4
SELLING SECURITYHOLDERS
The following table sets forth certain information as of the date of
this prospectus with respect to the beneficial ownership of the Units by the
selling securityholders.
The Units to be sold by the selling securityholders will be received by
them upon the exercise by the selling securityholders of the right to exchange
their Notes for Units. The Notes were issued by Opgroup to the selling
securityholders or their predecessors in interest immediately prior to the
acquisition of Opgroup by PIMCO Advisors on November 4, 1997. As partial
consideration for the acquisition of Opgroup, PIMCO Advisors granted to holders
of the Notes the right to exchange the Notes for limited partner interests in
PIMCO Advisors at a rate of $33 1/3 per unit, at any time, at the option of the
holder. In connection with the November 30, 1997 acquisition by PIMCO Advisors
of Oppenheimer Capital, Holdings assumed PIMCO Advisors' exchange obligations to
the holders of the Notes. As a result, holders of the Notes have the right to
exchange the Notes for Units rather than for limited partner interests in PIMCO
Advisors.
Holdings will not receive any of the proceeds from the Units being sold
by the selling securityholders, other than the Notes to be received by Holdings
in exchange for the Units. None of the selling securityholders has had any
material relationship with Holdings or any of its affiliates within the last
three years.
<TABLE>
<CAPTION>
Percentage of
Number of Units Outstanding Units Owned
Owned Prior Units Units After
Selling Securityholder to Offering(1) Prior to Offering Being Offered Offering
- ---------------------- -------------- ---------------- ------------- --------
<S> <C> <C> <C> <C>
Libra Investments, Inc. 13,427 * 9,128 4,299
11766 Wilshire Blvd., Suite 870
Los Angeles, California 90025
American Fire & Casualty Company 16,331 * 11,102 5,229
136 North Third Street
Hamilton, Ohio 45025
West American Insurance Company 76,213 * 51,809 24,404
136 North Third Street
Hamilton, Ohio 45025
William Bauch 647 * 485 162
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Christie Burton 1,400 * 1,050 350
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Gerald Chasin 1,428 * 1,071 357
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
</TABLE>
3
<PAGE> 5
<TABLE>
<CAPTION>
Percentage of
Number of Units Outstanding Units Owned
Owned Prior Units Units After
Selling Securityholder to Offering(1) Prior to Offering Being Offered Offering
- ---------------------- -------------- ----------------- ------------- --------
<S> <C> <C> <C> <C>
Thomas Killilea 3,103 * 2,327 776
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Keith Kretschmer 3,510 * 2,632 878
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Andrew Lanyi 6,787 * 5,089 1,698
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Alan Leiderman 648 * 486 162
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Adrian Merryman 1,295 * 971 324
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Carl Mito 1,462 * 1,096 366
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Marypat Mullholland 647 * 485 162
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Judith Putterman 647 * 485 162
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Ibram Shalam 647 * 485 162
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
Allen Tesche 679 * 509 170
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
</TABLE>
4
<PAGE> 6
<TABLE>
<CAPTION>
Percentage of
Number of Units Outstanding Units Owned
Owned Prior Units Units After
Selling Securityholder to Offering(1) Prior to Offering Being Offered Offering
- ---------------------- -------------- ----------------- ------------- --------
<S> <C> <C> <C> <C>
Jan Vilhelmsen 1,259 * 944 315
CIBC Oppenheimer Tower
One World Financial Center
200 Liberty Street
New York, New York 10281
New Read Associates 5,443 * 3,700 1,743
c/o Bank of America Trust Securities
Processing, 23rd Floor
333 South Beaudry Avenue
Los Angeles, California 90017
</TABLE>
If necessary, Holdings will include other required information about any
of the selling securityholders in a prospectus supplement.
- --------------------------
* less than one percent
(1) Based on information provided by the selling securityholders. Includes
Units to be issued upon the exercise of the right to exchange the Notes
for Units. Except pursuant to applicable community property laws, the
persons named in this table have sole voting and investment power with
respect all such Units owned.
5
<PAGE> 7
PLAN OF DISTRIBUTION
The Units covered by this prospectus may be offered and sold at various
times by the selling securityholders. The selling securityholders will act
independently of Holdings in making decisions with respect to the Units being
offered hereby and may offer their Units in one or more of the following
transactions:
- on the New York Stock Exchange;
- in the over-the-counter market;
- in transactions other than on such exchange or in the
over-the-counter market;
- in brokerage transactions;
- in privately negotiated transactions;
- in connection with short sales of the Units;
- by pledge to secure debts and other obligations;
- in connection with the writing of non-traded and exchange-traded
call options, in hedge transactions and in settlement of other
transactions in standardized or over-the-counter options; or
- in a combination of any of the above transactions.
The selling securityholders may sell their Units at market prices
prevailing at the time of sale, at prices related to such prevailing market
prices, at negotiated prices or at fixed prices.
The selling securityholders may use broker-dealers to sell their Units.
If this happens, broker-dealers will either receive discounts or commissions
from the selling securityholders, or they will receive commissions from
purchasers of Units for whom they acted as agents. The selling securityholders
and any broker-dealers, agents or underwriters that participate with the selling
securityholders in the distribution of the Units offered hereby may be deemed to
be "underwriters" within the meaning of the Securities Act of 1933, as amended
(the "Securities Act"), in which case any commissions or discounts received by
such broker-dealers, agents or underwriters and any profit on the resale of the
Units offered hereby and purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
6
<PAGE> 8
AVAILABLE INFORMATION
Holdings files annual, quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission (the "SEC").
You may read and copy any document Holdings files at the SEC's public reference
rooms in Washington, D.C., New York, New York and Chicago, Illinois. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
SEC filings for Holdings and PIMCO Advisors are also available to the public
from the SEC's Website at "http://www.sec.gov."
The SEC allows Holdings to "incorporate by reference" the information it
files with them, which means that Holdings can disclose important information to
you by referring you to those documents. The information incorporated by
reference is considered to be part of this prospectus, and information that
Holdings files later with the SEC will automatically update and supersede this
information.
Holdings incorporates by reference the documents listed below and any
future filings it will make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934: Holdings' Annual Report on Form
10-K for the fiscal year ended April 30, 1997; Holdings' Quarterly Reports on
Form 10-Q for the fiscal quarters ended July 31, 1997 and October 31, 1997;
Holdings' Current Reports on Form 8-K filed by Holdings with the SEC on December
12, 1997 and December 19, 1997; Holdings' Current Report on Form 8-K and related
Form 8-K/A, filed by Holdings with the SEC on November 6, 1997 and November 20,
1997, respectively; the initial description of the Units contained in Holdings'
Registration Statement on Form 8-A filed with the SEC on June 24, 1987,
including any amendment or report filed for the purpose of updating such
description, Holdings' Registration Statement on Form S-1 (No. 333-39585); PIMCO
Advisors' Annual Report on Form 10-K for the year ended December 31, 1996; PIMCO
Advisors' Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31,
1997, June 30, 1997 and September 30, 1997; PIMCO Advisors' Current Reports on
Form 8-K, filed by PIMCO Advisors with the SEC on February 18, 1997, July 23,
1997 and December 19, 1997; and PIMCO Advisors' Current Report on Form 8-K and
related Form 8-K/A, filed by PIMCO Advisors with the SEC on November 6, 1997 and
November 20, 1997, respectively.
You may request a copy of these filings, at no cost, by writing or
telephoning Holdings at the following address:
PIMCO Advisors Holdings L.P.
800 Newport Center Drive, Suite 100
Newport Beach, California 92660
Attention: Secretary
Telephone number (714) 717-7022
This prospectus is part of a registration statement Holdings filed with
the SEC. You should rely only on the information or representations provided in
this prospectus. Holdings has authorized no one to provide you with different
information. Holdings is not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information in
this prospectus is accurate as of any date other than the date on the front of
the document.
7
<PAGE> 9
EXPERTS
The consolidated financial statements of PIMCO Advisors incorporated in
this prospectus by reference to PIMCO Advisors' Annual Report on Form 10-K for
the year ended December 31, 1996 and the consolidated financial statements of
Holdings (formerly Oppenheimer Capital, L.P.) incorporated in the prospectus by
reference to Holdings' Annual Report on Form 10-K for the fiscal year ended
April 30, 1997 have been so included in reliance on the reports of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
The consolidated financial statements of PIMCO Advisors incorporated in
this prospectus by reference to PIMCO Advisors' Annual Report on Form 10-K for
the year ended December 31, 1995 have been audited by Deloitte & Touche LLP,
independent auditors, as stated in their report which is incorporated herein
by reference, and have been so incorporated in reliance on the reports of such
firm, given on their authority as experts in auditing and accounting.
LEGAL OPINIONS
For the purpose of this offering, Kenneth M. Poovey, Holdings' Chief
Operating Officer and General Counsel, is giving his opinion on the validity of
the Units. Mr. Poovey, individually and with members of his family owns, has
options to purchase or has other interests in, the Units.
8
<PAGE> 10
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses payable by
Holdings in connection with the issuance and distribution of the securities
being registered (all amounts are estimated except the SEC registration fee):
<TABLE>
<S> <C>
SEC Registration Fee................ $ 956
Legal Fees and expenses............. 10,000
Miscellaneous....................... 5,000
-------
TOTAL.......................... $15,956
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act
permits a limited partnership to indemnify and hold harmless any partner or
other person from and against any and all claims whatsoever, subject to such
standards and restrictions, if any, as set forth in its partnership agreement.
Under the Holdings Partnership Agreement, the general partner of
Holdings, its affiliates and all officers, directors, partners, agents and
employees of the general partner and its affiliates will not be liable to
Holdings or to any Unitholders for any actions or inactions of the general
partner or such other persons if such action or inaction did not constitute
actual fraud, gross negligence or willful or wanton misconduct. Holdings will
indemnify the general partner and such persons and entities against all losses
or liabilities, costs and expenses (including legal fees and expenses) incurred
by the general partner or any such persons or entities arising from their
conduct whenever such course of conduct does not constitute actual fraud, gross
negligence or willful or wanton misconduct.
In regards to PIMCO Advisors, certain executive officers of PIMCO
Advisors and directors and officers of Thomson Advisory Group, Inc., the former
general partner of PIMCO Advisors ("TAG"), and Thomson Investor Services, Inc.
("TIS") are parties to indemnification agreements with PIMCO Advisors pursuant
to which PIMCO Advisors has agreed, to the fullest extent permitted by law, to
indemnify such persons from and against, among other things, all losses, claims,
liabilities, expenses and other amounts arising from any and all claims, actions
or proceedings in which any such person may be involved by reason of his or her
status as an officer of PIMCO Advisors or in connection with such person's
services to TAG and TIS.
The Amended and Restated Agreement of Limited Partnership of PIMCO
Advisors (the "PIMCO Advisors Partnership Agreement") provides that each officer
and director of PIMCO Advisors shall be indemnified by PIMCO Advisors against
any and all losses, claims, damages, liability and expense arising from any
proceeding in which any such director or officer may be involved by reason of
his or her status and further shall be advanced expenses in defending any such
proceeding to the fullest extent permitted by law. PIMCO Advisors will not be
permitted to change the indemnification provisions of the PIMCO Advisors
Partnership Agreement for at least six years following the 1994 consolidation of
the businesses of TAG and the investment management businesses owned by
Pacific Asset Management LLC, formerly Pacific Financial Asset Management
Corporation.
II-1
<PAGE> 11
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, or persons controlling the
Registrant or PIMCO Partners, G.P. ("PGP") (as the general partner of Holdings
and the managing general partner of PIMCO Advisors) pursuant to the foregoing
provisions, the Registrant and PGP have been informed that in the opinion of the
SEC such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits.
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
4.1 Form certificate of Limited Partnership Units (Incorporated by
reference to Exhibit 3.2 of Holdings' Registration Statement Number
33-3954 on Form S-3)
5.1 Opinion and consent of Kenneth M. Poovey regarding the validity of the
units being registered
23.1 Consent of Kenneth M. Poovey (included as part of Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Price Waterhouse LLP
23.4 Consent of Deloitte & Touche LLP
</TABLE>
All schedules for which provision is made in the applicable accounting
regulations of the SEC are not required under the related instructions or are
inapplicable and therefore have been omitted.
ITEM 17. Undertakings
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would
not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation
of Registration Fee" table in the effective registration
statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in the
registration statement.
II-2
<PAGE> 12
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
The undersigned Registrant hereby further undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
The undersigned Registrant hereby further undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual report to security holders that is incorporated
by reference in the prospectus and furnished pursuant to and meeting the
requirements of Rule 14a-3 or Rule 14c-3 under the Exchange Act; and, where
interim financial information required to be presented by Article 3 of
Regulation S-X is not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or given, the latest
quarterly report that is specifically incorporated by reference in the
prospectus to provide such interim financial information.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities
Act, and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Securities
Act, and will be governed by the final adjudication of such issue.
II-3
<PAGE> 13
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Holdings certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, California on the 27th day of
February, 1998.
PIMCO Advisors Holdings L.P.
/s/ WILLIAM D. CVENGROS
-----------------------------
William D. Cvengros
President and Chief Executive
Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes and
appoints William D. Cvengros and Robert M. Fitzgerald as his true and lawful
attorneys-in-fact and agents, 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 (including post-effective amendments
and any Registration Statement pursuant to Rule 462(b)) to this Registration
Statement on Form S-3 and to file the same with all exhibits thereto and any
other documents in connection therewith, with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing necessary or desirable 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
attorneys-in-fact and agents, or any of them, or their 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, as amended,
this Registration Statement 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 President and Chief Executive Officer, February 27, 1998
- -------------------------------- Board Member (Principal Executive
William D. Cvengros Officer)
/s/ ROBERT M. FITZGERALD Senior Vice President, Chief Financial February 27, 1998
- -------------------------------- Officer, Board Member (Principal
Robert M. Fitzgerald Financial and Accounting Officer)
/s/ KENNETH M. POOVEY Chief Operating Officer, General Counsel, February 27, 1998
- -------------------------------- Board Member
Kenneth M. Poovey
</TABLE>
II-4
<PAGE> 14
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<S> <C>
4.1 Form certificate of Limited Partnership Units (Incorporated by
reference to Exhibit 3.2 of Holdings' Registration Statement Number
33-3954 on Form S-3)
5.1 Opinion and consent of Kenneth M. Poovey regarding the validity of the
units being registered
23.1 Consent of Kenneth M. Poovey (included as part of Exhibit 5.1)
23.2 Consent of Price Waterhouse LLP
23.3 Consent of Price Waterhouse LLP
23.4 Consent of Deloitte & Touche LLP
</TABLE>
<PAGE> 1
EXHIBIT 5.1
February 27, 1998
PIMCO Advisors Holdings L.P.
800 Newport Center Drive, Suite 100
Newport Beach, California 92660
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
I am Chief Operating Officer and General Counsel of PIMCO Advisors
Holdings L.P., a Delaware limited partnership (the "Partnership"). In that
capacity, I have acted as counsel for the Partnership in connection with the
registration statement on Form S-3 (the "Registration Statement") being filed by
the Partnership with the Securities and Exchange Commission in connection with
the registration, under the Securities Act of 1933, as amended, of the resale by
the persons identified in the Registration Statement of up to 93,854 units of
limited partner interest in the Partnership (the "Note Units") to be issued upon
the exchange by such persons of 6% Senior Notes due December 1, 2037 of
Oppenheimer Group, Inc. (the "Notes").
In furnishing this opinion, I, or attorneys under my supervision, have
examined such documents, legal opinions and precedents, corporate and other
records of the Partnership, and certificates of public officials and officers of
the Partnership 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 Note Units have
been duly authorized, and upon issuance thereof in exchange for the Notes in the
manner contemplated by the Registration Statement, 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.
<PAGE> 2
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
Chief Operating Officer and General Counsel
<PAGE> 1
EXHIBIT 23.2
CONSENT OF PRICE WATERHOUSE LLP
-------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our reports
dated July 22, 1997, appearing on pages F-2 and F-14, respectively, of the
Oppenheimer Capital, L.P. Annual Report on Form 10-K for the year ended April
30, 1997 and of our report dated July 22, 1997, except as to Note 2(a) which is
as of December 1, 1997, and of our report dated July 22, 1997, appearing on
pages F-20 and F-29, respectively, of the Oppenheimer Capital, L.P.
Registration Statement on Form S-1, as filed with the Securities and Exchange
Commission on December 10, 1997. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
New York, New York
February 27, 1998
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 14, 1997, which appears in the Annual Report on Form 10-K of
Pimco Advisors L.P. for the year ended December 31, 1996. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Los Angeles, California
February 27, 1998
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
PIMCO Advisors Holdings L.P. on Form S-3 related to the public offer and sale
of up to 90,154 units of limited partner interest in PIMCO Advisors Holdings
L.P. of our report dated February 2, 1996, relating to the consolidated
financial statements of PIMCO Advisors L.P. and subsidiaries as of December
31, 1995 and for each of the two years in the period then ended appearing in
the Prospectus constituting part of Registration Statement No. 333-39585 on
Form S-1 of PIMCO Advisors Holdings L.P. (formerly Oppenheimer Capital L.P.).
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
DELOITTE & TOUCHE LLP
Costa Mesa, California
February 27, 1998
