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As filed with the Securities and Exchange Commission on April 20, 1995.
Registration No. 33-71016
_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PIMCO Advisors L.P.
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(Exact name of registrant as specified in its charter)
Delaware 06-1349805
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
840 Newport Center Drive, Newport Beach, CA 92660
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(Address of Principal Executive Offices) (Zip Code)
PIMCO Advisors L.P. 1993 Class A LP Unit Option Plan
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(Full title of the plan)
Newton B. Schott, Jr., Esq.
PIMCO Advisors L.P.
2187 Atlantic Street
Stamford, Connecticut 06902
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(Name and address of agent for service)
(203) 352-4920
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(Telephone number, including area code, of agent for service)
Copy to:
Kenneth M. Poovey, Esq.
Latham & Watkins
505 Montgomery Street #1900
San Francisco, CA 94111
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document or documents containing the information specified in the
requirements of Part I are not required to be filed with the Securities and
Exchange Commission as part of this Form S-8 Registration Statement.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference into this Registration
Statement the following documents:
(a) the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 as filed with the Securities and Exchange
Commission pursuant to the Securities Exchange Act of 1934, as
amended (the "Securities Exchange Act");
(b) all other reports filed with the Securities and Exchange Commission
by the Registrant pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act since December 31, 1994; and
(c) the description of the Registrant's Class A Units of Limited Partner
Interest contained in the Registrant's Amendment No. 3 to Form 8-
A/A, dated March 2, 1995 and filed with the Securities and Exchange
Commission pursuant to Section 12(g) of the Securities Exchange
Act.
In addition, all documents subsequently filed by the Registrant with the
Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such documents. Any statement contained in a document incorporated by
reference herein shall be deemed to be modified or superseded for purposes
hereof to the extent that a statement contained herein or in any subsequently
filed document which also is incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
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ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act,
as amended (the "Partnership Act"), gives a limited partnership the power to
indemnify and hold harmless any partner or any other person against any and all
claims and demands whatsoever, subject to any standards and restrictions set
forth in its partnership agreement.
Certain current and former executive officers of the Partnership and
directors and officers of Thomson Advisory Group Inc. ("TAG Inc.") and Thomson
McKinnon Asset Management Inc., the former general partners of the Partnership,
and the Partnership's affiliated broker/dealer, PIMCO Advisors Distribution
Company ("PADCo"), are parties to indemnification agreements with the
Partnership pursuant to which the Partnership 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 the Partnership or in
connection with such person's services.
In accordance with Section 17-108, the Partnership Agreement generally
provides that each officer, director or the equivalent of the Partnership shall
be indemnified by the Partnership against any and all losses, claims, damages,
liabilities and expenses arising from proceedings in which any such person 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. The Partnership will not be permitted to change the indemnification
provisions of the Partnership Agreement for at least six years following the
repurchase of TAG Inc. common stock as set forth in the Stock Repurchase
Agreement (defined below).
The TAG Inc. Stock Purchase and Exchange Agreement dated July 11, 1994
(the "Stock Purchase Agreement") provides that PIMCO Partners, G.P. ("PIMCO
GP"), the Partnership's current general partner, shall indemnify those persons
serving as directors of TAG Inc. immediately prior to the purchases and
exchanges of TAG Inc. common stock thereunder against all claims, liabilities
and expenses incurred in connection with their approval of such purchases or
exchanges. The Stock Purchase Agreement also provides that PIMCO GP shall cause
TAG Inc. and the Partnership to maintain liability insurance policies naming as
beneficiaries the directors of TAG Inc. In addition, TAG Inc.'s by-laws provide
that each of its directors and officers shall be indemnified by TAG Inc. against
expenses incurred in connection with legal proceedings in which any such
director or officer is involved by reason of such office. TAG Inc. will not be
permitted to change the indemnification provisions of its by-laws for at least
six years following the repurchase of TAG Inc. common stock.
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ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
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4.1 Amended and Restated Agreement of Limited Partnership dated
as of October 31, 1994 of the Registrant.1/
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5 Opinion of Goodwin, Procter & Hoar.*
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Goodwin, Procter & Hoar (included in Exhibit 5 of this
Registration Statement).*
24 Power of Attorney (included in Part II of this Registration
Statement).
99.1 Thomson Advisory Group L.P. 1993 Unit Option Plan (as amended
through April 20, 1993).2/
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99.2 Amendment to the Thomson Advisory Group L.P. 1993 Unit Option
Plan.
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* Previously filed.
1/ Filed as an Exhibit to Schedule 13D of PIMCO Partners, G.P. filed
- - November 25, 1994 and incorporated herein by reference.
2/ Filed as an Exhibit to Registrant's Report on Form 10-Q for the quarter
- - ended March 31, 1993 and incorporated herein by reference.
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ITEM 9. UNDERTAKINGS
(a) 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 of 1933;
(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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change in such
information in the Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
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not apply if 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 Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
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(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 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 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Amendment No. 1 to
its Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Newport Beach, State of California on
April 19, 1995.
PIMCO ADVISORS L.P.
By: /s/ William D. Cvengros
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William D. Cvengros
President and Chief Executive Officer
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POWER OF ATTORNEY
We, the undersigned members of the Operating Board and the Equity Board of
PIMCO Advisors L.P. and officers of the Registrant, hereby severally constitute
William D. Cvengros, William S. Thompson, Jr., Irwin F. Smith, and Newton B.
Schott, Jr., and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, Amendment No. 1 to the Registration Statement filed
herewith and any and all further amendments to said Registration Statement, and
generally to do all such things in our names in our capacities as officers and
members of the Operating Board and the Equity Board of PIMCO Advisors L.P. to
enable the Registrant to comply with the provisions of the Securities Act of
1933, and all requirements of the Securities and Exchange Commission, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Witness our hands and common seal on the dates set forth below.
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this report has
been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ William D. Cvengros Chief Executive Officer of Registrant, April 19, 1995
- ---------------------------- Member of Equity Board and
William D. Cvengros Operating Board
/s/ Irwin F. Smith Member of Equity Board and April 19, 1995
- ---------------------------- Operating Board
Irwin F. Smith
William S. Thompson, Jr. Member of Equity Board and April 19, 1995
- ---------------------------- Operating Board
William S. Thompson, Jr.
/s/ Walter E. Auch, Sr. Member of Equity Board April 19, 1995
- ----------------------------
Walter E. Auch, Sr.
/s/ David B. Breed Member of Operating Board April 19, 1995
- ----------------------------
David B. Breed
/s/ Donald A. Chiboucas Member of Operating Board April 19, 1995
- ----------------------------
Donald A. Chiboucas
/s/ Walter Gerken Member of Equity Board April 19, 1995
- ----------------------------
Walter Gerken
/s/ William H. Gross Member of Equity Board and April 19, 1995
- ---------------------------- Operating Board
William H. Gross
/s/ Brent R. Harris Member of Operating Board April 19, 1995
- ----------------------------
Brent R. Harris
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Donald R. Kurtz Member of Equity Board April 19, 1995
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Donald R. Kurtz
/s/ James F. McIntosh Member of Equity Board April 19, 1995
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James F. McIntosh
/s/ Dean S. Meiling Member of Operating Board April 19, 1995
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Dean S. Meiling
/s/ Donald K. Miller Member of Equity Board April 19, 1995
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Donald K. Miller
/s/ James F. Muzzy Member of Operating Board April 19, 1995
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James F. Muzzy
/s/ Daniel S. Pickett Member of Operating Board April 19, 1995
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Daniel S. Pickett
/s/ William F. Podlich, III Member of Equity Board and April 19, 1995
- ---------------------------- Operating Board
William F. Podlich, III
/s/ William C. Powers Member of Operating Board April 19, 1995
- ----------------------------
William C. Powers
/s/ Glenn S. Schafer Member of Equity Board April 19, 1995
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Glenn S. Schafer
/s/ Thomas C. Sutton Member of Equity Board April 19, 1995
- ----------------------------
Thomas C. Sutton
/s/ Steven T. Bailey Chief Financial Officer April 19, 1995
- ----------------------------
Steven T. Bailey
/s/ Robert M. Fitzgerald Principal Accounting Officer April 19, 1995
- ----------------------------
Robert M. Fitzgerald
</TABLE>
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EXHIBIT INDEX
Exhibit No. Item Page
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23.1 Consent of Deloitte & Touche LLP
99.2 Amendment to the Thomson Advisory
Group L.P. 1993 Unit Option Plan
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement (No.
33-71016) of PIMCO Advisors L.P. on Amendment No. 1 to Form S-8 of our report
dated February 17, 1995, appearing in the Annual Report on Form 10-K of PIMCO
Advisors L.P. for the year ended December 31, 1994.
Deloitte & Touche LLP
New York, New York
April 20, 1995
<PAGE>
EXHIBIT 99.2
AMENDMENT TO THE
THOMSON ADVISORY GROUP L.P.
1993 UNIT OPTION PLAN
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WHEREAS, PIMCO Advisors L.P. (formerly called Thomson Advisory Group
L.P.) sponsors the Thomson Advisory Group L.P. 1993 Unit Option Plan (the
"Plan"); and
WHEREAS, Section 10 of the Plan provides that the Board of Directors of
the general partner of PIMCO Advisors L.P. may amend the Plan; and
WHEREAS, the Operating Board and the Equity Board of PIMCO Advisors L.P.
have delegated to the Unit Incentive Committee of the Equity Board of PIMCO
Advisors L.P. the administration of the incentive plans of PIMCO Advisors L.P.;
and
WHEREAS, the PIMCO Advisors L.P. desires to amend the Plan in various
ways;
Now, therefore, be it resolved by the Equity Board of PIMCO Advisors
L.P. that effective as of November 16, 1994, the Plan be and it hereby is
amended as follows:
1. The name of the Plan shall be changed to PIMCO Advisors L.P. 1993
Class A LP Unit Option Plan wherever it appears.
2. The term "Units" as defined in the Plan shall refer to Class A Units
of limited partner interest in PIMCO Advisors L.P.
3. The term "Committee" as defined in the Plan shall refer to the Unit
Incentive Committee of the Equity Board of PIMCO Advisors L.P.
4. The term "Board" as defined in the Plan shall refer to the Equity
Board of PIMCO Advisors L.P.
and further resolved that, for any options outstanding on the date hereof
for which the optionee does not execute an amending agreement in the form
previously approved, it is hereby determined, pursuant to Section 8 of the Plan,
that such options shall be exercisable for Class A Units of Limited Partner
Interest in PIMCO Advisors L.P.
