SC TO-I/A

As filed with the Securities and Exchange Commission on September 12, 2018

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the

Securities Exchange Act Of 1934

Amendment No. 1

PIMCO New York Municipal Income Fund

(Name of Subject Company (Issuer))

PIMCO New York Municipal Income Fund

(Name of Filing Person (Issuer))

Auction-Rate Preferred Shares, Series A, Par Value $0.00001

(Title of Class of Securities)

72200T301

(CUSIP Number of Class of Securities)

Joshua D. Ratner

PIMCO New York Municipal Income Fund

1633 Broadway

New York, NY 10019

Telephone: (212) 597-1358

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

With a Copy to:

David C. Sullivan

Ropes & Gray LLP

Prudential Tower

800 Boylston Street

Boston, MA 02199-3600

Telephone: (617) 951-7000

Calculation of Filing Fee

Transaction Valuation	Amount of Filing Fee
$39,950,000 (a)	$4,973.78 (b)

(a) Calculated as the aggregate maximum purchase price to be paid for 1,880 shares in the offer, based upon a price of 85% of the liquidation preference of $25,000 per share (or $21,250 per share).

(b) Calculated at $124.50 per $1,000,000 of the Transaction Valuation.

☒ Check the 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:	$4,973.78	Filing Party:	PIMCO New York Municipal Fund
Form or Registration No.:	Schedule TO	Date Filed:	July 20, 2018

☐ Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

☐ third party tender offer subject to Rule 14d-1.

☒ issuer tender offer subject to Rule 13e-4.

☐ going-private transaction subject to Rule 13e-3.

☐ amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer. ☐

ITEMS 1 THROUGH 9 AND ITEM 11.

This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO initially filed by PIMCO New York Municipal Income Fund, a Massachusetts business trust (the “Fund”). This Schedule TO relates to the Fund’s offer to purchase for cash up to 100% of its outstanding shares of preferred stock, $0.00001 par value and a liquidation preference of $25,000 per share, designated Auction-Rate Preferred Shares, Series A (the “Preferred Stock”), upon the terms and subject to the conditions set forth in the Offer to Purchase dated July 20, 2018 (the “Offer to Purchase”) and in the Fund’s related Letter of Transmittal (the “Letter of Transmittal” which, together with the Offer to Purchase, as each may be amended and supplemented from time to time, constitutes the “Offer”), copies of which have been previously filed as Exhibits (a)(1)(i) and (a)(1)(ii) to the Schedule TO, respectively. The price to be paid for the Preferred Stock is an amount per share, net to the seller in cash, equal to 85% of the liquidation preference of $25,000 per share (or $21,250 per share) in cash, plus any unpaid dividends accrued through September 11, 2018, or such later date to which the Offer is extended, less any applicable withholding taxes and without interest, and subject to the conditions set forth in the Offer, if properly tendered and not withdrawn prior to the Expiration Date (as defined in the Offer). The information set forth in the Offer is incorporated herein by reference with respect to Items 1 through 9 and Item 11 of this Amendment.

Filed herewith as Exhibit (a)(5)(ii) and incorporated herein by reference is a copy of the press release issued by the Fund dated September 12, 2018 announcing the results of the Offer.

ITEM 10.

Not applicable.

ITEM 12. EXHIBITS.

Item 12 is hereby amended to add the following exhibit.

Exhibit No.	Document
(a)(5)(ii)	Press Release issued on September 12, 2018.

ITEM 13.

Not applicable.

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.

PIMCO New York Municipal Income Fund
By:	/s/ Peter G. Strelow
Name:	Peter G. Strelow
Title:	President

Dated as of: September 12, 2018

EXHIBIT INDEX

Exhibit No.	Document
(a)(1)(i)	Offer to Purchase dated July 20, 2018.*
(a)(1)(ii)	Form of Letter of Transmittal.*
(a)(1)(iii)	Form of Notice of Guaranteed Delivery.*
(a)(1)(iv)	Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(v)	Form of Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*
(a)(1)(vi)	Form of Notice of Withdrawal.*
(a)(5)(i)	Press Release issued on July 20, 2018.*
(a)(5)(ii)	Press Release issued on September 12, 2018.**
(d)(i)	Tender Offer Agreement, dated July 20, 2018, by and among PIMCO California Municipal Income Fund, PIMCO California Municipal Income Fund II, PIMCO California Municipal Income Fund III, PIMCO Municipal Income Fund, PIMCO Municipal Income Fund II, PIMCO Municipal Income Fund III, PIMCO New York Municipal Income Fund, PIMCO New York Municipal Income Fund II, PIMCO New York Municipal Income Fund III, Pacific Investment Management Company LLC, Wells Fargo Clearing Services, LLC, and WFC Holdings, LLC.*

* Previously filed on Schedule TO via EDGAR on July 20, 2018 and incorporated herein by reference.

** Filed herewith.

EX-99.(A)(5)(II)

September 12, 2018

For information on the PIMCO Closed-End Funds:

Financial Advisors: (800) 628-1237

Shareholders: (844) 337-4626 or (844) 33-PIMCO

PIMCO Media Relations: (212) 739-4212

PIMCO MUNICIPAL CLOSED-END FUNDS ANNOUNCE FINAL RESULTS OF TENDER

OFFERS FOR AUCTION RATE PREFERRED SHARES

NEW YORK, NY, September 12, 2018 – PIMCO Municipal Income Fund (NYSE: PMF), PIMCO Municipal Income Fund II (NYSE: PML), PIMCO Municipal Income Fund III (NYSE: PMX), PIMCO New York Municipal Income Fund (NYSE: PNF), PIMCO New York Municipal Income Fund II (NYSE: PNI), PIMCO New York Municipal Income Fund III (NYSE: PYN), PIMCO California Municipal Income Fund (NYSE: PCQ), PIMCO California Municipal Income Fund II (NYSE: PCK) and PIMCO California Municipal Income Fund III (NYSE: PZC) (each, a “Fund” and, collectively, the “Funds”), today announced the expiration and final results of each Fund’s previously announced voluntary tender offer (each, a “Tender Offer” and, together, the “Tender Offers”) for up to 100% of its outstanding auction rate preferred shares (“ARPS”) at a price equal to 85% of the ARPS’ per share liquidation preference of $25,000 per share (or $21,250 per share) and any unpaid dividends accrued through the expiration date of the Tender Offers. The Tender Offers expired on September 11, 2018, at 5:00 p.m. New York City time. Pending the expected private placement of new preferred shares of PMF, PML, PMX, PNI, PCQ, PCK, and PZC with an aggregate liquidation preference at least equal to the aggregate liquidation preference of the ARPS accepted for repurchase in such Fund’s Tender Offer (such condition with respect to each Fund, the “New Preferred Share Condition”), subject to rounding to the nearest $100,000, all conditions to the closing of such Fund’s Tender Offer will be satisfied and all ARPS that were validly tendered and not withdrawn during the offering period of such Fund’s Tender Offer will be accepted for payment as set forth below. PNF and PYN will each waive its New Preferred Share Condition, such that all conditions to the closing of such Fund’s Tender Offer will be satisfied, and all ARPS that were validly tendered and not withdrawn during the offering period of such Fund’s Tender Offer will be accepted for payment as set forth below.

PMF will accept for payment 932 ARPS, which represents approximately 12.26% of its outstanding ARPS, and 6,668 ARPS will remain outstanding.

PML will accept for payment 2,749 ARPS, which represents approximately 18.73% of its outstanding ARPS, and 11,931 ARPS will remain outstanding.

PMX will accept for payment 1,372 ARPS, which represents approximately 18.15% of its outstanding ARPS, and 6,188 ARPS will remain outstanding.

PNF will accept for payment 239 ARPS, which represents approximately 12.71% of its outstanding ARPS, and 1,641 ARPS will remain outstanding.

PNI will accept for payment 840 ARPS, which represents approximately 26.58% of its outstanding ARPS, and 2,320 ARPS will remain outstanding.

PYN will accept for payment 102 ARPS, which represents approximately 7.97% of its outstanding ARPS, and 1,178 ARPS will remain outstanding.

PCQ will accept for payment 1,175 ARPS, which represents approximately 19.58% of its outstanding ARPS, and 4,825 ARPS will remain outstanding.

PCK will accept for payment 1,373 ARPS, which represents approximately 21.06% of its outstanding ARPS, and 5,147 ARPS will remain outstanding.

PZC will accept for payment 1,085 ARPS, which represents approximately 21.70% of its outstanding ARPS, and 3,915 ARPS will remain outstanding.

All ARPS that were not tendered will remain outstanding, and the terms of the outstanding ARPS will remain the same as prior to the Tender Offers.

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The Funds’ daily New York Stock Exchange closing market prices, net asset values per share, as well as other information, including updated portfolio statistics and performance are available at pimco.com/closedendfunds or by calling the Funds’ shareholder servicing agent at (844) 33-PIMCO. Updated portfolio holdings information about a Fund will be available approximately 15 calendar days after such Fund’s most recent fiscal quarter end, and will remain accessible until such Fund files a Form N-Q or a shareholder report for the period which includes the date of the information.

About PIMCO

PIMCO is one of the world’s premier fixed income investment managers. With our launch in 1971 in Newport Beach, California, PIMCO introduced investors to a total return approach to fixed income investing. In the 45+ years since, we have continued to bring innovation and expertise to our partnership with clients seeking the best investment solutions. Today we have offices across the globe and 2,150+ professionals united by a single purpose: creating opportunities for investors in every environment. PIMCO is owned by Allianz S.E., a leading global diversified financial services provider.

Except for the historical information and discussions contained herein, statements contained in this news release constitute forward-looking statements. These statements may 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’s sponsored investment products and separately managed accounts, general economic conditions, future acquisitions, competitive conditions and government regulations, including changes in tax laws. Readers should carefully consider such factors. Further, such forward-looking statements speak only on the date at which such statements are made. PIMCO undertakes no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statement.

This material has been distributed for informational purposes only and should not be considered as investment advice or a recommendation of any particular security, strategy or investment product. Neither the Funds, nor the Funds’ Boards of Trustees nor PIMCO, makes any recommendation as to whether to tender or not to tender any ARPS in the Tender Offers. No part of this material may be reproduced in any form, or referred to in any other publication, without express written permission. PIMCO is a trademark of Allianz Asset Management of America L.P. in the United States and throughout the world. ^©2018, PIMCO.