0000899243-18-024969.txt : 20180920 0000899243-18-024969.hdr.sgml : 20180920 20180920200003 ACCESSION NUMBER: 0000899243-18-024969 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180918 FILED AS OF DATE: 20180920 DATE AS OF CHANGE: 20180920 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WELLS FARGO & COMPANY/MN CENTRAL INDEX KEY: 0000072971 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 811-21076 FILM NUMBER: 181080397 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94163 BUSINESS PHONE: 6126671234 MAIL ADDRESS: STREET 1: 420 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94163 FORMER NAME: FORMER CONFORMED NAME: WELLS FARGO & CO/MN DATE OF NAME CHANGE: 19981103 FORMER NAME: FORMER CONFORMED NAME: NORWEST CORP DATE OF NAME CHANGE: 19920703 FORMER NAME: FORMER CONFORMED NAME: NORTHWEST BANCORPORATION DATE OF NAME CHANGE: 19830516 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WFC HOLDINGS CORP CENTRAL INDEX KEY: 0000105598 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 811-21076 FILM NUMBER: 181080398 BUSINESS ADDRESS: STREET 1: 420 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 BUSINESS PHONE: 415-644-3500 MAIL ADDRESS: STREET 1: 420 MONTGOMERY STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104 FORMER NAME: FORMER CONFORMED NAME: WELLS FARGO & CO DATE OF NAME CHANGE: 19920703 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: PIMCO MUNICIPAL INCOME FUND II CENTRAL INDEX KEY: 0001170299 IRS NUMBER: 000000000 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-739-4000 MAIL ADDRESS: STREET 1: 1633 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10019 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2018-09-18 1 0001170299 PIMCO MUNICIPAL INCOME FUND II PML 0000072971 WELLS FARGO & COMPANY/MN 420 MONTGOMERY STREET SAN FRANCISCO CA 94163 0 0 1 0 0000105598 WFC HOLDINGS CORP 420 MONTGOMERY STREET SAN FRANCISCO CA 94104 0 0 1 0 Auction-Rate Preferred Shares 2018-09-18 4 J 0 332 D 0 I By Subsidiary Auction-Rate Preferred Shares 2018-09-18 4 J 0 243 D 0 I By Subsidiary Auction-Rate Preferred Shares 2018-09-18 4 J 0 513 D 0 I By Subsidiary Auction-Rate Preferred Shares 2018-09-18 4 J 0 535 D 0 I By Subsidiary Auction-Rate Preferred Shares 2018-09-18 4 J 0 500 D 0 I By Subsidiary Variable Rate MuniFund Term Preferred Shares 2018-09-18 4 J 0 687 A 687 I By Subsidiary The 332 auction-rate preferred shares reported as disposed of in Table I (the "ARP Shares") represent ARP Shares that were beneficially owned by WFC Holdings, LLC ("WFC Holdings") and EVEREN Capital Corporation ("EVEREN"). The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,250.00 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $0.00 per share). The 243 ARP Shares reported as disposed of in Table I represent ARP Shares that were beneficially owned by WFC Holdings and EVEREN. The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,253.37 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $3.37 per share). The 513 ARP Shares reported as disposed of in Table I represent ARP Shares that were beneficially owned by WFC Holdings and EVEREN. The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,255.08 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $5.08 per share). The 535 ARP Shares reported as disposed of in Table I represent ARP Shares that were beneficially owned by WFC Holdings and EVEREN. The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,259.98 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $9.98 per share). The 500 ARP Shares reported as disposed of in Table I represent ARP Shares that were beneficially owned by WFC Holdings. The ARP Shares were sold to the Issuer as a result of a tender offer made by the Issuer for a tender price of $21,261.30 per share (which included a payment equal to $21,250 per share (representing 85% percent of the $25,000 liquidation preference per share) and accrued dividends of $11.30 per share). The 687 variable rate munifund term preferred shares reported as acquired in Table I (the "VMTP Shares") represent VMTP Shares of which 156 VMTP Shares are beneficially owned by Wells Fargo Municipal Capital Strategies, LLC ("Capital Strategies"), 518 VMTP Shares are beneficially owned by WFC Holdings, and 13 VMTP Shares are beneficially owned by EVEREN. The VMTP Shares were acquired from the Issuer at a price of $100,000 per share. Following the tender of ARP Shares and the acquisition of the VMTP Shares, none of the reporting persons hold 10% or more of the preferred shares of the Issuer. Capital Strategies, WFC Holdings, and EVEREN are each a wholly owned subsidiary of Wells Fargo & Company ("Wells Fargo"). This statement is jointly filed by Wells Fargo and WFC Holdings. Wells Fargo holds an indirect interest in the securities listed in Table I (the "Securities") by virtue of its indirect ownership of its subsidiaries Capital Strategies and EVEREN, and its direct ownership of its subsidiary WFC Holdings. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer. Exhibits Index Exhibit 99.1 - Joint Filing Agreement Exhibit 99.2 - Joint Filer Information WELLS FARGO & COMPANY, by: Lori Ward, /s/ Lori Ward 2018-09-20 WFC HOLDINGS, LLC, by: George Wick, /s/ George Wick 2018-09-20 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
                                                                    EXHIBIT 99.1

                             JOINT FILING AGREEMENT

        Pursuant to and in accordance with the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and the rules and regulations thereunder, each
party hereto hereby agrees to the joint filing, on behalf of each of them, of
any filing required by such party under Section 13 or Section 16 of the Exchange
Act or any rule or regulation thereunder (including any amendment, restatement,
supplement, and/or exhibit thereto) with the Securities and Exchange Commission
(and, if such security is registered on a national securities exchange, also
with the exchange), and further agrees to the filing, furnishing, and/or
incorporation by reference of this agreement as an exhibit thereto. This
agreement shall remain in full force and effect until revoked by any party
hereto in a signed writing provided to each other party hereto, and then only
with respect to such revoking party.

        IN WITNESS WHEREOF, each party hereto, being duly authorized, has caused
this agreement to be executed and effective as of the date set forth below.

Date: September 20, 2018                 WELLS FARGO & COMPANY

                                              /s/ Lori Ward
                                        By: ------------------------------
                                            Name: Lori Ward
                                            Title: Designated Signer


                                        WFC HOLDINGS, LLC

                                             /s/ George Wick
                                        By: ------------------------------
                                            Name: George Wick
                                            Title: Designated Signer
EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT 
                                                                    EXHIBIT 99.2

                                JOINT FILER INFORMATION

               Item                                   Information

Name:                                   WFC Holdings, LLC

Address:                                420 Montgomery Street
                                        San Francisco, CA 94104


Date of Event Requiring			September 18, 2018
Statement (Month/Day/Year):

Issuer Name and Ticker or               PIMCO MUNICIPAL INCOME FUND II [PML]
Trading Symbol:

Relationship of Reporting               10% Owner
Person(s) to Issuer:

If Amendment, Date Original             Not Applicable
Filed (Month/Day/Year):

Individual or Joint/Group Filing:       Form filed by More than One Reporting
                                        Person

Signature:                              WFC HOLDINGS, LLC


                                                /s/ George Wick
                                          By: --------------------------------
                                          Name: George Wick
                                          Title: Designated Signer
                                          Date: September 20, 2018