<PAGE>
As filed with the Securities and Exchange Commission on April 20, 1995.
Registration No. 33-
-----------
_________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
PIMCO Advisors L.P.
--------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 06-1349805
------------------------------ ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
840 Newport Center Drive, Newport Beach, CA 92660
---------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
PIMCO Advisors L.P. 1994 Class B LP Unit Option Plan
----------------------------------------------------
(Full title of the plan)
Newton B. Schott, Jr., Esq.
PIMCO Advisors L.P.
2187 Atlantic Street
Stamford, Connecticut 06902
-------------------------------------
(Name and address of agent for service)
(203) 352-4920
------------------------------------
(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
-----------------------
<PAGE>
________________________________________________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum Amount of
securities to Amount to be offering price aggregate registration
be registered registered(1) per unit(2) offering price(2) fee(2)
- ------------- ------------- -------------- ----------------- ------------
<S> <C> <C> <C> <C>
Units of Class B Limited
Partner Interest 5,600,000 $12.85 $71,984,564.40 $24,822.26
</TABLE>
________________________________________________________________________________
(1) Plus such additional number of Units as may be issued in respect of the
Units being registered in the event of a Unit dividend, split-up,
recapitalization or other similar event.
(2) Computed on the basis of the exercise price for the 93.3% of the options
granted and on the basis of the book value of the underlining Units for the
options not yet granted.
- 2 -
<PAGE>
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 B 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.
- 3 -
<PAGE>
ITEM 4. DESCRIPTION OF SECURITIES.
The description of the Registrant's Class B Units of Limited Partner
Interest contained in the Registrant's Amendment No. 3 to Form 8-A/A dated March
2, 1995 is incorporated herein by reference.
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.
- 4 -
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
Exhibit No. Exhibit
- ----------- -------
4.1 Amended and Restated Agreement of Limited Partnership dated as of
October 31, 1994 of the Registrant.1/
-
5 Opinion of Latham & Watkins.
23.1 Consent of Deloitte & Touche LLP
23.2 Consent of Latham & Watkins (included in Exhibit 5 of this
Registration Statement).
24 Power of Attorney (included in Part II of this Registration
Statement).
99 PIMCO Advisors L.P. 1994 Class B LP Unit Option Plan.2/
-
______
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 Registration Statement on Form S-4
- - (File No. 33-84914) and incorporated herein by reference.
- 5 -
<PAGE>
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
------------------
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.
- 6 -
<PAGE>
(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.
- 7 -
<PAGE>
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 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
-----------------------
William D. Cvengros
President and Chief Executive Officer
- 8 -
<PAGE>
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, the Registration Statement filed herewith and any
and all 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.
- 9 -
<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
--------- ----- ----
<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
/s/ 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>
- 10 -
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Donald R. Kurtz Member of Equity Board April 19, 1995
- ----------------------------
Donald R. Kurtz
/s/ James F. McIntosh Member of Equity Board April 19, 1995
- ----------------------------
James F. McIntosh
/s/ Dean S. Meiling Member of Operating Board April 19, 1995
- ----------------------------
Dean S. Meiling
/s/ Donald K. Miller Member of Equity Board April 19, 1995
- ----------------------------
Donald K. Miller
/s/ James F. Muzzy Member of Operating Board April 19, 1995
- ----------------------------
James F. Muzzy
/s/ Daniel S. Pickett Member of Operating Board April 19, 1995
- ----------------------------
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. Schaefer Member of Equity Board April 19, 1995
- ----------------------------
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>
- 11 -
<PAGE>
EXHIBIT INDEX
Exhibit No. Item Page
- ----------- ---- ----
5. Opinion of Latham & Watkins
23.1 Consent of Deloitte & Touche LLP
- 12 -
<PAGE>
EXHIBIT 5
[LETTERHEAD OF LATHAM & WATKINS]
April 19, 1995
PIMCO Advisors L.P.
2187 Atlantic Street
Stamford, Connecticut 06902
Ladies and Gentlemen:
At your request we have examined the Registration Statement on Form S-8
(the "Registration Statement") to be filed by you with the Securities and
Exchange Commission in connection with the registration under the Securities Act
of 1933, as amended, of 5,600,000 units of Class B Limited Partner Interest (the
"Class B Units") of PIMCO Advisors L.P. (the "Partnership") issuable upon
exercise of options to be granted under the PIMCO Advisors L.P. 1994 Class B LP
Unit Option Plan (the "Plan").
We have examined such matters of fact and questions of law, made such
inquiries and examined such documents as we have considered necessary or
appropriate for purposes of giving the opinions hereinafter set forth, including
the examination of executed or conformed counterparts, or copies otherwise
proved to our satisfaction, of the following:
(a) The Agreement of Limited Partnership of the Partnership, dated as of
August 24, 1987;
(b) The Certificate of Limited Partnership of the Partnership, dated as of
August 24, 1987, as filed in the office of the Secretary of State of the State
of Delaware (the "Secretary of State") on September 3, 1987;
(c) The Amended and Restated Agreement of Limited Partnership of the
Partnership, dated as of November 12, 1987;
(d) The Amended and Restated Certificate of Limited Partnership of the
Partnership, dated as of November 12, 1987, as filed in the office of the
Secretary of State on November 13, 1987;
<PAGE>
LATHAM & WATKINS
PIMCO Advisors, L.P.
April 19, 1995
Page 2
(e) The Amended and Restated Certificate of Limited Partnership of the
Partnership, dated as of November 16, 1987, as filed in the office of the
Secretary of State on November 16, 1987;
(f) The Amended and Restated Agreement of Limited Partnership of the
Partnership, dated as of November 16, 1987;
(g) The Amended and Restated Certificate of Limited Partnership of the
Partnership, dated as of November 25, 1987, as filed in the office of the
Secretary of State on November 25, 1987;
(h) The Amended and Restated Agreement of Limited Partnership of the
Partnership, dated as of December 29, 1988 (the "Partnership Agreement");
(i) Amendment No. 1 to the Partnership Agreement, dated as of July 26,
1990;
(j) Amendment No. 2 to the Partnership Agreement, dated as of September
10, 1990;
(k) Amendment No. 3 to the Partnership Agreement, dated as of October 31,
1990;
(l) The Amended and Restated Certificate of Limited Partnership of the
Partnership, dated as of October 31, 1990, as filed in the office of the
Secretary of State on October 31, 1990 (the "Certificate");
(m) Amendment No. 4 to the Partnership Agreement, dated as of April 20,
1993;
(n) Amendment No. 5 to the Partnership Agreement, dated as of September
22, 1993;
(o) Amended and Restated Agreement of Limited Partnership of PIMCO
Advisors L.P. dated as of October 31, 1994 (the "Restated Partnership
Agreement");
(p) A Certificate of Good Standing for the Partnership, dated April __,
1995 obtained from the Secretary of State;
(q) Resolutions adopted by the Board of Directors of Thomson Advisory
Group Inc., in its capacity as the general partner of the Partnership (the
"General Partner"), on June 10, 1994, July 8, 1994, and September 21, 1994;
(r) A Certificate of the Secretary of the Partnership and the General
Partner, relating to, among other matters, the foregoing resolutions; and
<PAGE>
LATHAM & WATKINS
PIMCO Advisors, L.P.
April 19, 1995
Page 3
(s) The Plan.
With respect to all documents examined by us, we have submitted that (i)
all signatures on documents examined by us are genuine, (ii) all documents
submitted to us as originals are authentic, and (iii) all documents submitted to
us as copies conform with the original copies of those documents.
We are opining herein as to the effect on the subject transaction of only
the Delaware Revised Uniform Limited Partnership Act, as amended (the "Act"),
and we express no opinion with respect to the applicability thereto or the
effect thereon of any other laws or as to any matters of municipal law or any
other local agencies within any state.
Subject to the foregoing and in reliance thereon it is our opinion that
upon the exercise of options granted pursuant to the Plan and the issuance and
sale of the Class B Units, each in the manner contemplated by the Plan and the
Registration Statement, and provided that the recipients thereof, in their
capacities as limited partners of the Partnership, do not participate in the
control of the business of the Partnership, and subject to the Partnership
completing all actions and proceedings required on its part to be taken prior to
the issuance of the Class B Units pursuant to the terms of the Plan and the
Registration Statement, including, without limitation, collection of required
payment for the Class B Units, the Class B Units will be validly issued, fully
paid and nonassessable limited partner interests in the Partnership, as to which
the holders thereof, in their capacities as limited partners of the Partnership,
will have no liability in excess of their obligations to make contributions to
the Partnership, their obligation to make other payments provided for in the
Restated Partnership Agreement and their share of the Partnership's assets and
undistributed profits (subject to the obligation of a limited partner under
Section 607(b) of the Act or any successor provision with respect to certain
obligations of a limited partner of a Delaware limited partnership).
We consent to your filing this opinion as an exhibit to the Registration
Statement.
This opinion is rendered to you in connection with the Registration
Statement described herein. This opinion may be not be relied upon by you for
any other purpose, or furnished to, quoted to, or relied upon by any other
person, firm or corporation for any purpose, without our prior written consent.
Very truly yours,
/s/ Latham & Watkins
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement of
PIMCO Advisors L.P. on 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
