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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 3 TO
SCHEDULE 13E-3
Rule 13e-3 Transaction Statement
(Pursuant to Section 13(e) of the Securities Exchange Act of 1934)
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PIMCO ADVISORS HOLDINGS L.P.
(Name of Issuer)
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PACIFIC LIFE INSURANCE COMPANY
PACIFIC ASSET MANAGEMENT LLC
PIMCO HOLDING LLC
PIMCO PARTNERS, LLC
PIMCO PARTNERS, G.P.
PIMCO ADVISORS HOLDINGS L.P.
(Name of Person(s) Filing Statement)
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Units of Limited Partner Interest
(Title of Class of Securities)
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69338P10
(CUSIP Number of Class of Securities)
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David Carmichael
PACIFIC LIFE INSURANCE COMPANY
700 Newport Center Drive
Newport Beach, California 92660
(949) 219-3011
Richard M. Weil
PIMCO ADVISORS HOLDINGS L.P.
800 Newport Center Drive
Newport Beach, California 92660
(949) 219-2200
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Person(s) Filing Statement)
Copies to:
Karen Bertero David C. Flattum
Gibson, Dunn & Crutcher LLP Latham & Watkins
333 South Grand Avenue 650 Town Center Drive
Los Angeles, CA 90071 Costa Mesa, CA 92626
(213) 229-7000 (714) 540-1235
This statement is filed in connection with (check the appropriate box):
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a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [_] A tender offer.
d. [_] None of the above.
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Check the following box if soliciting material or information statement
referred to in checking box (a) are preliminary copies: [X]
CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee**
$1,921,362,097.50 $384,273
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* This amount is based upon a merger involving the purchase of 49,583,538
units of limited partnership interest in PIMCO Advisors Holdings L.P. at
$38.75 per unit. Pursuant to, and as provided by, Rule 0-11(b)(1), the
amount required to be paid with the filing of this Schedule 13E-3 is
$384,273.
** The amount of the filing fee calculated in accordance with Exchange Act
Rule 0-11 equals 1/50th of 1% of the value of the securities proposed to
be acquired.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $384,273
Form or Registration No.: Preliminary Schedule 14A
Filing Party: PIMCO Advisors Holdings L.P.
Date Filed: December 20, 1999
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This Amendment No. 3 ("Amendment No. 3") to the Rule 13e-3 Transaction
Statement on Schedule 13E-3 filed on December 21, 1999 (the "Original Schedule
13E-3" and, together with Amendment No. 1 filed on February 29, 2000,
Amendment No. 2 filed on March 3, 2000, and, as amended hereby, this "Schedule
13E-3") is being filed by Pacific Life Insurance Company, a California life
insurance company ("Pacific Life"), Pacific Asset Management LLC, a Delaware
limited liability company ("PAM"), PIMCO Holding LLC, a Delaware limited
liability company ("PHLLC"), PIMCO Partners, LLC, a California limited
liability company ("PPLLC"), PIMCO Partners, G.P., a California general
partnership ("Partners GP"), and PIMCO Advisors Holdings L.P., a Delaware
limited partnership (the "Partnership"), in connection with the acquisition of
the Partnership by Allianz of America, Inc., a Delaware corporation ("Allianz
of America"), through the merger of an indirect subsidiary of Allianz of
America with the Partnership pursuant to an Implementation and Merger
Agreement, dated October 31, 1999, as amended, by and among Allianz of
America, PAM, the Partnership, PIMCO Advisors L.P., a Delaware limited
partnership, PPLLC, PHLLC, Partners GP, and the other parties named therein
(the "Merger Agreement"). By filing this Schedule 13E-3, the signatories do
not concede that Rule 13e-3 under the Securities Exchange Act of 1934, as
amended, is applicable to the merger or the other transactions contemplated by
the Merger Agreement.
ITEM 16. ADDITIONAL INFORMATION
Item 16 is hereby amended and supplemented as follows:
At a special meeting of the unitholders of the Partnership held on April 28,
2000, the unitholders of the Partnership approved the acquisition of the
Partnership by Allianz of America through the merger of an indirect subsidiary
of Allianz of America with the Partnership in accordance with the Merger
Agreement. The Merger became effective on May 5, 2000 at 8:01 am New York City
time as specified in the Certificate of Merger filed with the Secretary of
State of the State of Delaware. As a result of the Merger, the former
unitholders of the Partnership are entitled to receive $38.75 per unit in
cash.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
Item 17 is hereby amended and supplemented as follows:
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99.12 Certificate of Merger filed with the Secretary of State of the State of
Delaware on May 4, 2000.
99.13 Joint press release of the Partnership and Allianz AG dated May 5, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
Dated: May 5, 2000
PACIFIC LIFE INSURANCE COMPANY, a
California life insurance company
/s/ Sharon A. Cheever
By ___________________________________
Name: Sharon A. Cheever
Title: Vice President
PACIFIC ASSET MANAGEMENT LLC,
a Delaware limited liability company
By: Pacific Life Insurance
Company, a California life
insurance company, Member
/s/ Sharon A. Cheever
By _____________________________
Name: Sharon A. Cheever
Title: Vice President
PIMCO HOLDING LLC,
a Delaware limited liability company
By: Allianz GP Sub LLC, a Delaware
limited liability company, Sole
Member
By: Allianz of America, Inc., a
Delaware corporation, Sole
Member
/s/ Christian Finckh
By ___________________________
Name: Dr. Christian Finckh
Title: Attorney-in-fact
PIMCO PARTNERS, LLC, a California limited
liability company
/s/ William S. Thompson
By _______________________________
Name: William S. Thompson
Title: Chief Executive Officer
1
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PIMCO PARTNERS, G.P., a California
general partnership
By: PIMCO Holding LLC, a Delaware
limited liability company,
General Partner
By: Allianz Gp Sub LLC, a Delaware
limited liability company,
Sole Member
By: Allianz of America, Inc.,
a Delaware Corporation,
Sole Member
/s/ Christian Finckh
By__________________________
Name: Dr. Christian
Finckh
Title: Attorney-in-fact
By: Allianz Gp Sub LLC, a Delaware
limited liability company,
General Partner
By: Allianz of America, Inc., a
Delaware corporation, Sole
Member
/s/ Christian
Finckh
By: ___________________
Name: Dr. Christian
Finckh
Title: Attorney-in-fact
PIMCO ADVISORS HOLDINGS L.P.,
a Delaware limited partnership
By: Holdings LP General Partner LLC,
a Delaware limited liability
company General Partner
By: Allianz GP Sub LLC, a Delaware
limited liability company Sole
Member
By: Allianz of America, Inc.,
a Delaware corporation,
Sole Member
/s/ Christian Finckh
By__________________________
Name: Dr. Christian Finckh
Title: Attorney-in-fact
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EXHIBIT INDEX
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Exhibit Description
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99.12 Certificate of Merger filed with the Secretary of State of Delaware on
May 4, 2000.
99.13 Joint press release of the Partnership and Allianz AG dated May 5,
2000.
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EXHIBIT 99.12
CERTIFICATE OF MERGER
OF
Holdings LP Merger Sub L.P.
into
PIMCO Advisors Holdings L.P.
Dated: May 4, 2000
The undersigned limited partnership formed and existing under and by
virtue of the Delaware Revised Uniform Limited Partnership Act, 6 Del.C.
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(S)17-101, et seq. (the "Act"),
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DOES HEREBY CERTIFY:
FIRST: The name and jurisdiction of formation or organization of each of
the constituent entities which is to merge are as follows:
Jurisdiction of
Name Formation or Organization
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Holdings LP Merger Sub L.P. Delaware
PIMCO Advisors Holdings L.P. Delaware
SECOND: An Agreement and Plan of Merger has been approved and executed by
Holdings LP Merger Sub L.P. and PIMCO Advisors Holdings L.P.
Third: The name of the surviving Delaware limited partnership is PIMCO
Advisors Holdings L.P.
Fourth: The merger of Holdings LP Merger Sub L.P. into PIMCO Advisors
Holdings L.P. shall be effective on May 5, 2000, at 8:01 a.m. New York City
time.
Fifth: The executed Agreement and Plan of Merger is on file at the
principal place of business of the surviving limited partnership. The address of
the principal place of business of the surviving limited partnership is 800
Newport Center Drive, Newport Beach, California 92660.
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SIXTH: A copy of the Agreement and Plan of Merger will be furnished by the
surviving limited partnership, on request and without cost, to any partner of
Holdings LP Merger Sub L.P. and to any partner of PIMCO Advisors Holdings L.P.
PIMCO ADVISORS HOLDINGS L.P.
By: Holdings LP General Partner LLC,
a Delaware limited liability company
By: Allianz GP Sub LLC,
a Delaware limited liability company
Sole Member
By: Allianz of America, Inc.,
a Delaware corporation
Sole Member
By: /s/ DR. JOACHIM FABER
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Name: Dr. Joachim Faber
Title: Attorney-in-fact
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EXHIBIT 99.13
Unitholders Contact:
PIMCO Advisors
Kelli Powell
800-387-4626
www.pimcoadvisors.com
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PIMCO Advisors/PIMCO:
Mark Porterfield
949-720-6397
Allianz Contact:
Richard Lips
011-49-89-3800-5043
Media Contact:
Sitrick And Company
Mike Kolbenschlag
310-788-2850
Allianz Completes Acquisition of PIMCO Advisors
Munich and Newport Beach, California, May 5, 2000 -- Allianz AG (EURO: ALV)
and PIMCO Advisors Holdings L.P. (NYSE: PA) today jointly announced the
completion of the acquisition by Allianz of PIMCO Advisors Holdings and a
majority stake in its operating subsidiary PIMCO Advisors.
At the unitholder meeting held on April 28, PIMCO Advisors Holdings'
unitholders approved the transaction. The total cost to Allianz of the
transaction is US$ 3.3 billion, which equates to a price per unit of US$ 38.75.
PIMCO Advisors will be fully consolidated in the Allianz Group in the second
quarter of 2000.
With the addition of PIMCO Advisors, the Allianz Group now manages assets
of approximately US$ 650 billion. Allianz has acquired a strong new partner in
the largest capital market in the world. Through Allianz, PIMCO Advisors has
gained access to the growing European market. Both companies will also profit
from each other's investment experience and know-how. "Now that we have closed
the transaction, we will focus on developing new and innovative products for
institutional and private clients," said Dr. Joachim Faber, board member of
Allianz responsible for asset management. "This is a powerful combination and
we look forward to accelerating our expansion in Europe and throughout the
world," said William S. Thompson, Managing Director and Chief Executive Officer
of PIMCO. "Global credit markets are set to explode and the combination with
Allianz will position us to participate in this growth," he added.
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With the addition of PIMCO Advisors, the Allianz Group actively manages
more than 300 mutual funds for retail and institutional clients. PIMCO Advisors
is one of the largest investment management companies in the United States with
over US$ 260 billion of assets under management. Its investment advisor
subsidiaries, led by Pacific Investment Management Company (PIMCO) and
Oppenheimer Capital, are widely recognized for consistently posting attractive
performance and providing high quality service to more than 1,600 institutional
clients worldwide, including one-third of the largest 100 US corporations. PIMCO
Advisors has more than 1,150 employees worldwide and manages a family of 55
stock and bond mutual funds available to both retail and institutional clients.
Except for the historical information and discussions contained herein,
statements contained in this news release constitute "forward looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. These statements involve a number of risks, uncertainties and other
factors that could cause actual results to differ materially, including the
performance of financial markets, the investment performance of PIMCO Advisors
L.P.'s sponsored investment products and separately managed accounts, general
economic conditions, future acquisitions, competitive conditions and government
regulations, including changes in tax laws. PIMCO Advisors Holdings L.P.
cautions readers to carefully consider such factors. Further, such forward-
looking statements speak only on the date at which such statements are made.
PIMCO Advisors Holdings L.P. undertakes no obligation to update any forward-
looking statements to reflect events or circumstances after the date of such
statements.
***
