As filed with the Securities and Exchange Commission on June 27, 2001
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1933 Act File No. 333-63974
1940 Act File No. 811-10379
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
[X] REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
[_] Pre-Effective Amendment No. ___
[X] Post-Effective Amendment No. 1
and
[X] REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940
[X] Amendment No. 5
PIMCO California Municipal Income Fund
(Exact Name of Registrant as Specified in Declaration of Trust)
c/o PIMCO Advisory Services
1345 Avenue of the Americas
New York, New York 10105
(Address of Principal Executive Offices)
(Number, Street, City, State, Zip Code)
(212) 739-3502
(Registrant's Telephone Number, including Area Code)
Stephen J. Treadway
c/o PIMCO Funds Distributors LLC
2187 Atlantic Street
Stamford, Connecticut 06902
(Name and Address (Number, Street, City, State, Zip Code) of Agent for Service)
Copies of Communications to:
Joseph B. Kittredge, Jr., Esq. Thomas A. Hale, Esq.
Ropes & Gray Skadden, Arps, Slate, Meagher & Flom (Illinois)
One International Place 333 West Wacker Drive
Boston, Massachusetts 02110 Chicago, Illinois 60606
Approximate Date of Proposed Public Offering:
Upon the effectiveness of this Registration Statement
___________________________
If any of the securities being registered on this form will be offered on a
delayed or continuous basis in reliance on Rule 415 under the Securities Act of
1933, other than securities offered in connection with a dividend reinvestment
plan, check the following box. [_]
It is proposed that this filing will become effective (check appropriate
box)
[_] when declared effective pursuant to section 8(c)
[X] immediately upon filing pursuant to Rule 462(b). This amendment to
Registation Statement is filed in connection with the registration of
additional securities for an offering pursuant to Rule 462(b) under the
Securities Act of 1933; the Securities Act registration statement
number of the earlier effective registration statement for the same
offering is 333-61300.
___________________________
CALCULATION OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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Proposed Proposed
Maximum Maximum
Title of Securities Being Amount Being Offering Price Aggregate Amount of
Registered Registered Per Unit Offering Price/1/ Registration Fee/2/
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Common Shares, no par value 815,000 Shares $15.00 $12,225,000 $3,057
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/1/ Estimated solely for the purpose of calculating the registration fee.
/2/ The entire $3,057 has previously been paid.
EXPLANATORY NOTE
This amendment to Registration Statement is being filed in connection with
the registration of additional Common Shares of the Registrant pursuant to Rule
462(b) under the Securities Act of 1933. The contents of the Registration
Statement on Form N-2 relating to the same offering and all amendments thereto
(File No. 333-61300), including the prospectus and statement of additional
information included therein and the exhibits thereto (other than consents and
opinions refiled herewith), declared effective on June 26, 2001 are incorporated
herein by reference.
PART C - OTHER INFORMATION
Item 24: Financial Statements and Exhibits
1. Financial Statements:
Registrant has not conducted any business as of the date of this filing,
other than in connection with its organization. Financial Statements indicating
that the Registrant has met the net worth requirements of Section 14(a) of the
1940 Act were filed in Pre-Effective Amendment No. 3 to the Registrant's
Registration Statement on form N-2 (File No. 333-61300), as filed on June 26,
2001, and are incorporated herein by reference.
2. Exhibits:
a. Amended and Restated Agreement and Declaration of Trust dated June 19,
2001.(1)
b. By-Laws of Registrant.(1)
c. None.
d.1 Article III (Shares) and Article V (Shareholders' Voting Powers and
Meetings) of the Amended and Restated Agreement and Declaration of
Trust.(1)
d.2 Article 10 (Shareholders' Voting Powers and Meetings) of the By-Laws of
the Registrant.(1)
d.3 Form of Share Certificate of the Common Shares.(1)
e. Terms and Conditions of Dividend Reinvestment Plan.(1)
f. None.
g.1 Form of Investment Management Agreement between Registrant and PIMCO
Advisors L.P.(1)
g.2 Form of Portfolio Management Agreement between PIMCO Advisors L.P. and
Pacific Investment Management Company LLC.(1)
h.1 Form of Underwriting Agreement.(1)
h.2 Form of Master Selected Dealer Agreement.(1)
h.3 Form of Master Agreement among Underwriters.(1)
i. None.
j. Form of Custodian Agreement between Registrant and State Street Bank and
Trust Co.(1)
k.1 Form of Transfer Agency Services Agreement between Registrant and
PFPC Inc.(1)
(1) Incorporated by reference from the corresponding exhibit of Pre-Effective
Amendment No. 2 to the Trust's Registration Statement on Form N-2 (File No.
333-61300), as filed June 25, 2001.
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k.2 Form of Organizational and Offering Expenses Reimbursement Agreement
between Registrant and PIMCO Advisors L.P.
k.3 Form of Fee Waiver Agreement between Registrant and PIMCO Advisors
L.P.
k.4 Form of Fee Waiver Agreement between PIMCO Advisors L.P. and Pacific
Investment Management Company LLC.
l. Opinion and consent of Ropes & Gray, filed herewith.
m. None.
n. Consent of PricewaterhouseCoopers LLP, filed herewith.
o. None.
p. Subscription Agreement of PIMCO Advisors L.P., dated June 19, 2001.(2)
q. None.
r.1 Code of Ethics of Registrant.(1)
r.2 Code of Ethics of PIMCO Advisors L.P.(1)
r.3 Code of Ethics of Pacific Investment Management Company LLC.(1)
s. Power of Attorney for each of Messrs. Treadway, Shlissel, Connor, Belica
and Schott.(1)
--------------------------
(1) Incorporated by reference from the corresponding exhibit of Pre-Effective
Amendment No. 2 to the Trust's Registration Statement on Form N-2 (File No.
333-61300), as filed June 25, 2001.
(2) Incorporated by reference from the corresponding exhibit of Pre-Effective
Amendment No. 3 to the Trust's Registration Statement on Form N-2 (File No.
333-61300), as filed June 26, 2001.
Item 25: Marketing Arrangements
Incorporated by reference from Sections 3(p), 4(h), 5(i), 8 and 9 of
Exhibit h.1 of Item 24 and Sections 8, 9 and 15 of Exhibit h.3 of Item 24
of the Registrant's Registration Statement on Form N-2 (File No. 333-
61300), as filed in Pre-Effective Amendment No. 2 to said Registration
Statement on June 25, 2001, and incorporated herein by reference.
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Item 26: Other Expenses of Issuance and Distribution
Securities and Exchange Commission fees $ 50,000*
National Association of Securities Dealers, 20,500*
Inc. fees
Printing and engraving expenses 165,000*
Legal Fees 180,000*
New York Stock Exchange listing fees 116,100*
Accounting expenses 10,000*
Underwriter reimbursement 152,000*
Miscellaneous expenses 5,000*
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Total $698,600*
========
PIMCO Advisors L.P. has agreed to pay the amount by which the aggregate of
all of the Fund's organizational expenses and all offering costs (other
than the sales load) exceeds $0.03 per common share of beneficial
interest.
* Estimated expense. The expenses set forth above include the expenses
associated with the issuance and distribution of the Registrant's
common shares of beneficial interest whose offering was registered on
Registrant's Registration Statement on Form N-2 (File No. 333-61300).
Item 27: Persons Controlled by or under Common Control with Registrant
Not applicable.
Item 28: Number of Holders of Securities
At June 25, 2001
Number of
Title of Class Record Holders
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Common Shares, no par value 1
Item 29: Indemnification
Reference is made to Article VIII, Sections 1 through 4, of the
Registrant's Amended and Restated Agreement and Declaration of Trust, which is
incorporated by reference from Pre-Effective Amendment No. 2 to the Registrant's
Registration Statement on Form N-2 (File No. 333-61300), as filed on June 25,
2001.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933, as amended (the "Act"), may be permitted to trustees, officers and
controlling persons of the Registrant by the Registrant pursuant to the Trust's
Amended and Restated Agreement and Declaration of Trust, its By-Laws or
otherwise, the Registrant is aware that in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as expressed
in the Act and, therefore, is 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 trustees, officers or controlling
persons of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustees, officers or controlling persons in
connection with the securities being
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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.
The Registant, PIMCO Advisors L.P., Pacific Investment Management Company
LLC and their respective trustees, directors and officers are insured by
directors and officers/errors and ommissions liability policies.
Item 30: Business and Other Connections of Investment Adviser
Descriptions of the business of PIMCO Advisors L.P., the Registrant's
investment manager, and Pacific Investment Management Company LLC, the
Registrant's portfolio manager, are set forth under the captions "Investment
Manager" and "Portfolio Manager" under "Management of the Fund" in both the
prospectus and Statement of Additional Information forming part of the
Registrant's Registration Statement on Form N-2, as amended (File No. 333-
61300), and are incorporated herein by reference. The following sets forth
business and other connections of each director and executive officer (and
persons performing similar functions) of PIMCO Advisors L.P. and Pacific
Investment Management Company LLC.
PIMCO Advisors L.P.
1345 Avenue of the Americas
New York, NY 10105
Name Position with Advisor Other Connections
---------------------- -------------------------- ------------------------------
Joachim Faber, Dr. Chief Executive Officer Member of the Board of
Allianz AG
Udo Frank Managing Director; Chief Managing Director and Chief
Investment Officer Investment Officer of Allianz
Asset Advisory and Management
GmbH
Robert M. Fitzgerald Executive Vice President Chief Financial Officer PIMCO
and Chief Financial Funds Distributors LLC,
Officer Cadence Capital Management,
NFJ Investment Group,
Parametric Portfolio
Associates, Pacific Investment
Management Company LLC and
StocksPLUS Management, Inc.;
Executive Vice President and
Chief Financial Officer, Value
Advisors LLC; and Chief
Financial Officer PIMCO Funds
Advertising Agency.
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Kenneth M. Poovey Managing Director; Chief Chief Executive Officer,
Executive Officer of U.S. Value Advisors LLC,
Equity Division of PIMCO Oppenheimer Capital
Advisors
Stephen J. Treadway Managing Director Chairman, President and Chief
Executive Officer, PIMCO
Funds Advertising Agency,
Inc., PIMCO Funds
Distributors LLC
James G. Ward Executive Vice President, Executive Vice President,
Human Resources Human Resources, Value
Advisors LLC
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Stewart A. Smith Secretary Secretary, NFJ Investment
Group, Parametric Portfolio
Associates; Assistant
Secretary, Cadence Capital
Management
Pacific Investment Management Company LLC
("PIMCO")
840 Newport Center Drive, Suite 300
Newport Beach, CA 92660
Name Business and Other Connections
----------------------------- --------------------------------------------------
Arnold, Tamara J. Executive Vice President, PIMCO
Benz, William R. II Managing Director, Executive Committee Member,
PIMCO
Bhansali, Vineer Executive Vice President, PIMCO
Brynjolfsson, John B. Executive Vice President, PIMCO
Burns, R. Wesley Managing Director, PIMCO; President and Trustee of
PIMCO Funds and PIMCO Variable Insurance Trust;
President and Director of PIMCO Commercial
Mortgage Securities Trust, Inc.; Director, PIMCO
Funds: Global Investors Series plc and PIMCO
Global Advisors (Ireland) Limited
Cupps, Wendy W. Executive Vice President, PIMCO
Dialynas, Chris Managing Director, PIMCO
Ehlert, A. Benjamin Executive Vice President, PIMCO
El-Erian, Mohamed A. Managing Director, PIMCO
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Feingold, Andrea S. Executive Vice President, PIMCO
Gross, William H. Managing Director and Executive Committee Member,
PIMCO; Director and Vice President, StocksPLUS
Management, Inc.; Senior Vice President of PIMCO
Funds and PIMCO Variable Insurance Trust
Hague, John L. Managing Director, PIMCO
Hally, Gordon C. Executive Vice President, PIMCO
Hamalainen, Pasi M. Managing Director, PIMCO
Harris, Brent R. Managing Director and Executive Committee Member,
PIMCO; Director and Vice President, StocksPLUS
Management, Inc.; Trustee and Chairman of PIMCO
Funds and PIMCO Variable Insurance Trust; Director
and Chairman, PIMCO Commercial Mortgage Securities
Trust, Inc.
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Hinman, David C. Executive Vice President, PIMCO
Hodge, Douglas M. Executive Vice President, PIMCO
Holden, Brent L. Managing Director, PIMCO
Isberg, Margaret E. Managing Director, PIMCO; Senior Vice President of
PIMCO Funds
Keller, James M. Executive Vice President, PIMCO
Kennedy, Raymond G. Executive Vice President, PIMCO
Loftus, John S. Managing Director, PIMCO; Senior Vice President of
PIMCO Funds; Vice President and Assistant
Secretary, StocksPLUS Management, Inc.
Mariappa, Sudesh N. Executive Vice President, PIMCO
Mather, Scott A. Executive Vice President, PIMCO; Senior Vice
President, PIMCO Commercial Mortgage Securities
Trust, Inc.
McCray, Mark V. Executive Vice President, PIMCO
McCulley, Paul A. Managing Director, PIMCO
McDevitt, Joseph E. Executive Vice President, PIMCO; Director and
Chief Executive Officer, PIMCO Global Advisors
(Europe) Limited
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Muzzy, James F. Managing Director, PIMCO; Director and Vice
President, StocksPLUS Management, Inc.; Senior
Vice President, PIMCO Variable Insurance Trust;
Vice President of PIMCO Funds
Otterbein, Thomas J. Executive Vice President, PIMCO
Phansalkar, Mohan V. Executive Vice President, Senior Legal Officer
and Assistant Secretary, PIMCO; Vice President and
Assistant Secretary, StocksPLUS Management, Inc.
Powers, William C. Managing Director and Executive Committee Member,
PIMCO; Senior Vice President, PIMCO Commercial
Mortgage Securities Trust, Inc.
Schmider, Ernest L. Managing Director and Secretary, PIMCO; Director
and Assistant Secretary, StocksPLUS Management,
Inc.
Simon, Scott Executive Vice President, PIMCO
Thomas, Lee R. Managing Director, PIMCO
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Thompson, William S. Jr. Chief Executive Officer, Managing Director and
Executive Committee Member, PIMCO; Director and
President, StocksPLUS Management, Inc.; Senior
Vice President of PIMCO Variable Insurance Trust;
Vice President of PIMCO Funds and PIMCO Commercial
Mortgage Securities Trust, Inc.
Trosky, Benjamin L. Managing Director, PIMCO; Senior Vice President,
PIMCO Commercial Mortgage Securities Trust, Inc.
Weil, Richard M. Chief Operating Officer, PIMCO
Wood, George H. Executive Vice President, PIMCO
Item 31: Location of Accounts and Records
The account books and other documents required to be maintained by the
Registrant pursuant to Section 31(a) of the Investment Company Act of 1940 and
the Rules thereunder will be maintained at the offices of State Street Bank &
Trust Co., 225 Franklin Street, Boston, MA 02110 and/or PFPC Inc., 400 Bellevue
Parkway, Wilmington, Delaware 19809.
Item 32: Management Services
Not applicable.
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Item 33: Undertakings
1. Registrant undertakes to suspend the offering of its Common Shares
until it amends the prospectus filed herewith if (1) subsequent to the effective
date of its registration statement, the net asset value declines more than 10
percent from its net asset value as of the effective date of the registration
statement, or (2) the net asset value increases to an amount greater than its
net proceeds as stated in the prospectus.
2. Not applicable.
3. Not applicable.
4. Not applicable.
5. The Registrant undertakes that:
a. For purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in the form of prospectus filed by the Registrant under Rule
497(h) under the Securities Act of 1933 shall be deemed to be part of this
registration statement as of the time it was declared effective; and
b. For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of the securities at that
time shall be deemed to be the initial bona fide offering thereof.
6. The Registrant undertakes to send by first class mail or other means
designed to ensure equally prompt delivery, within two business days of receipt
of a written or oral request, any Statement of Additional Information.
Notice
A copy of the Agreement and Declaration of Trust of PIMCO California
Municipal Income Fund (the "Fund"), together with all amendments thereto, is on
file with the Secretary of State of The Commonwealth of Massachusetts, and
notice is hereby given that this instrument is executed on behalf of the Fund by
any officer of the Fund as an officer and not individually and that the
obligations of or arising out of this instrument are not binding upon any of the
Trustees of the Fund or shareholders of the Fund individually, but are binding
only upon the assets and property of the Fund.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933 and the
Investment Company Act of 1940, the Registrant has duly caused this amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of New York, and the State of New York on the 27th
day of June, 2001.
PIMCO CALIFORNIA MUNICIPAL INCOME FUND
By: /s/ Stephen J. Treadway
-----------------------
Stephen J. Treadway,
President
Pursuant to the requirements of the Securities Act of 1933, this amendment
to registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Name Capacity Date
---- -------- ----
/s/ Stephen J. Treadway Trustee and President June 27, 2001
------------------------------
Stephen J. Treadway
Paul Belica* Trustee June 27, 2001
------------------------------
Paul Belica
Robert E. Connor* Trustee June 27, 2001
------------------------------
Robert E. Connor
/s/ Brian S. Shlissel Treasurer and Principal June 27, 2001
------------------------------ Financial and Accounting
Brian S. Shlissel Officer
*By: /s/ Stephen J. Treadway
---------------------------
Stephen J. Treadway,
Attorney-In-Fact
Date: June 27, 2001
INDEX TO EXHIBITS
Exhibit Exhibit Name
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L. Opinion and Consent of Ropes & Gray.
N. Consent of PricewaterhouseCoopers LLP.