d1236698_13d-a.htm

 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
SCHEDULE 13D
THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)*
 
PIMCO Income Strategy Fund
(Name of Issuer)
 
 
Auction–Rate Preferred Shares
(Title of Class of Securities)
 
72201H207
72201H306
72201H405
(CUSIP Number)
 
Brigade Leveraged Capital Structures Fund Ltd.
c/o Ogier Fiduciary Services (Cayman) Limited
89 Nexus Way
Camana Bay
Grand Cayman KY1-9007
Attention:  Donald E. Morgan, III
 
Copies to:
 
Raymond Gietz, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
(212) 310-8000
 
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
 
October 24, 2011
(Date of Event Which Requires Filing of this Statement)
 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [_].
_________
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
 
*No additional purchases or sales have been made since the date of the reporting persons' last filing.
 

 
 
 

CUSIP No.
72201H207
72201H306
72201H405
  

1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Brigade Leveraged Capital Structures Fund Ltd.
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
[_]
   
(b)
[X]
 
3.
SEC USE ONLY
   
   
   
4.
SOURCE OF FUNDS
   
 
WC
 
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
     
[_]
 
   
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Cayman Islands
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
1,037*
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
1,037*
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
   
 
1,037*
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 
   
 
[_]
   
 
 
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
32.8%**
   
14.
TYPE OF REPORTING PERSON
   
 
CO
   
* Consistent with the Securities and Exchange Commission's Auction Rate Securities Global Exemptive Relief no action letter issued on September 22, 2008, these amounts reflect Brigade Leveraged Capital Structures Fund Ltd.'s combined holdings in the separate series of auction rate preferred shares of the issuer identified by the CUSIP numbers set forth on the cover page of this Schedule 13D Amendment, which are treated herein as one class of securities.
 
** Percentage calculation is based on the number of Issuer's Auction-Rate Preferred Shares outstanding as of January 31, 2011, as reported in the Issuer's Form N-CSR filed on March 30, 2011.
 


 
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CUSIP No.
72201H207
72201H306
72201H405
  
   
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Brigade Capital Management, LLC
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
[_]
   
(b)
[X]
 
3.
SEC USE ONLY
   
   
   
4.
SOURCE OF FUNDS
   
 
AF
   
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
     
[_]
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
Delaware
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
1,037*
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
1,037*
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
  1,037*
   
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 
   
 
[_]
   
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
32.8%**
   
14.
TYPE OF REPORTING PERSON
   
 
IA
 
* Consistent with the Securities and Exchange Commission's Auction Rate Securities Global Exemptive Relief no action letter issued on September 22, 2008, these amounts reflect Brigade Capital Management, LLC's combined holdings in the separate series of auction rate preferred shares of the issuer identified by the CUSIP numbers set forth on the cover page of this Schedule 13D Amendment, which are treated herein as one class of securities.
 
** Percentage calculation is based on the number of Issuer's Auction-Rate Preferred Shares outstanding as of January 31, 2011, as reported in the Issuer's Form N-CSR filed on March 30, 2011.

 

 
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CUSIP No.
72201H207
72201H306
72201H405
  
   
1.
NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
   
 
Donald E. Morgan, III
 
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
   
(a)
[_]
   
(b)
[X]
 
3.
SEC USE ONLY
   
   
   
4.
SOURCE OF FUNDS
   
 
AF
   
 
5.
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
     
[_]
 
6.
CITIZENSHIP OR PLACE OF ORGANIZATION
   
 
U.S.A.
   
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
   
7.
SOLE VOTING POWER
   
 
0
   
8.
SHARED VOTING POWER
   
 
1,037*
   
9.
SOLE DISPOSITIVE POWER
   
 
0
   
10.
SHARED DISPOSITIVE POWER
   
 
1,037*
   
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
   
 
1,037*
   
 
12.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES 
   
 
[_]
   
 
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
   
 
32.8%**
   
14.
TYPE OF REPORTING PERSON
   
 
IN
 
* Consistent with the Securities and Exchange Commission's Auction Rate Securities Global Exemptive Relief no action letter issued on September 22, 2008, these amounts reflect Donald E. Morgan, III's combined holdings in the separate series of auction rate preferred shares of the issuer identified by the CUSIP numbers set forth on the cover page of this Schedule 13D Amendment, which are treated herein as one class of securities.
 
** Percentage calculation is based on the number of Issuer's Auction-Rate Preferred Shares outstanding as of January 31, 2011, as reported in the Issuer's Form N-CSR filed on March 30, 2011.


 
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This Amendment No. 6 ("Amendment No. 6") amends the Schedule 13D first filed with the Securities and Exchange Commission on January 28, 2011, as amended on March 10, 2011, April 29, 2011, July 15, 2011, September 9, 2011 and September 21, 2011 (the "Schedule 13D"), and is being filed by Brigade Leveraged Capital Structures Fund Ltd., a Cayman Islands exempted company ("Brigade LCSF"), Brigade Capital Management, LLC, a Delaware limited liability company ("Brigade CM") and Donald E. Morgan, III (each a "Reporting Person" and collectively the "Reporting Persons"), with respect to the Auction-Rate Preferred Shares, par value $.00001 per share ("Shares"), of PIMCO Income Strategy Fund, a Massachusetts business trust (the "Issuer").  Unless otherwise indicated herein, all capitalized terms used and not defined herein have the respective meanings assigned to them in the Schedule 13D.

Item 4.
Purpose of Transaction.
   
 
Item 4 is amended in its entirety as follows:
 
 
The Reporting Persons previously announced their intention to, in an effort to seek new and more effective representation on the Board, nominate one person for election to the Board by holders of Shares (voting exclusively as a class) (the "Preferred Shares Trustee") at the Issuer's 2011 annual meeting of shareholders.  To that end, on September 21, 2011, Brigade CM and Brigade LCSF sent a notice to the secretary of the Issuer, in accordance with the requirements set forth in the Issuer's fourth amended and restated bylaws, of their decision to nominate Neal P. Goldman, a partner at Brigade CM, as a Preferred Shares Trustee of the Issuer at the Issuer's 2011 annual meeting of shareholders. On October 24, 2011, Brigade LCSF and Brigade CM filed a preliminary proxy statement on Schedule 14A with the Securities and Exchange Commission for the Issuer's 2011 annual meeting of shareholders at which Brigade intends to nominate Mr. Goldman to serve as a Preferred Shares Trustee.  The Reporting Persons intend to engage in discussions with other shareholders of the Issuer and other relevant parties concerning Mr. Goldman's nomination and the business, operations, board composition, management, strategy and future plans of the Issuer.
 
The Reporting Persons evaluate their investment in the Shares and purposes for holding such Shares on an ongoing basis and reserve the right to change their intentions and develop plans or proposals at any time, as they deem appropriate.
 
   
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
   
 
Item 6 is supplemented by the following:
 
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is attached hereto as Exhibit A.
   
Item 7.
Material to be Filed as Exhibits.
   
 
Exhibit A: Joint Filing Agreement
   

 

 
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SIGNATURE
 
After reasonable 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.
 

 
October 24, 2011
 
(Date)
   
   
 
Brigade Leveraged Capital Structures Fund Ltd.
   
 
/s/ Donald E. Morgan, III
 
(Signature)
   
 
Director
 
(Name/Title)
   
   
 
Brigade Capital Management, LLC*
   
 
By: /s/ Donald E. Morgan, III
 
(Signature)
   
 
Managing Member
 
(Name/Title)
   
   
 
/s/ Donald E. Morgan, III*
 
(Signature)


Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 
* The Reporting Persons disclaim beneficial ownership in the Shares reported herein except to the extent of their pecuniary interest therein.
 

 



 
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Exhibit A
Joint Filing Agreement
 
Pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees that only one statement containing the information required by Schedule 13D need be filed with respect to the ownership by each of the undersigned of PIMCO Income Strategy Fund.
 
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original.
 
 
October 24, 2011
 
(Date)
   
   
 
Brigade Leveraged Capital Structures Fund Ltd.
   
 
/s/ Donald E. Morgan, III
 
(Signature)
 
 
Director
 
(Name/Title)
 
   
 
Brigade Capital Management, LLC
   
 
By: /s/ Donald E. Morgan, III
 
(Signature)
   
 
Managing Member
 
(Name/Title)
   
 
/s/ Donald E. Morgan, III
 
(Signature)



 

 
SK 25586 0001 1236698

 
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