-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PgcHh9dapw9qtq/1g1MK1z/d3OCmgQedVQ/evgS/tPCmrPFmSZhpDbjnOeOqpRFe 332RYHgmU1lM0gJr5vR9aA== 0000728618-97-000007.txt : 19970225 0000728618-97-000007.hdr.sgml : 19970225 ACCESSION NUMBER: 0000728618-97-000007 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970204 SROS: NYSE GROUP MEMBERS: METLIFE NEW ENGLAND HOLDINGS, INC. GROUP MEMBERS: METROPOLITAN LIFE INSURANCE CO. GROUP MEMBERS: METROPOLITAN LIFE INSURANCE CO/NY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: NEW ENGLAND INVESTMENT COMPANIES L P CENTRAL INDEX KEY: 0000812488 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 133405992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39296 FILM NUMBER: 97517199 BUSINESS ADDRESS: STREET 1: 399 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 BUSINESS PHONE: 6175783500 MAIL ADDRESS: STREET 1: 399 BOYLSTON STREET CITY: BOSTON STATE: MA ZIP: 02116 FORMER COMPANY: FORMER CONFORMED NAME: REICH & TANG L P DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: METROPOLITAN LIFE INSURANCE CO/NY CENTRAL INDEX KEY: 0000728618 STANDARD INDUSTRIAL CLASSIFICATION: INSURANCE AGENTS BROKERS & SERVICES [6411] IRS NUMBER: 135581829 STATE OF INCORPORATION: NY FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE MADISON AVE CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: 2125785914 MAIL ADDRESS: STREET 1: ONE MADISON AVENUE LAW DEPARTMENT CITY: NEW YORK STATE: NY ZIP: 10010-3690 SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2 )* New England Investment Companies, L.P. (Name of Issuer) Units of Limited Partnership Interest (Title of Class of Securities) 644095 10 1 (CUSIP Number) Jane C. Weinberg, Esq., Metropolitan Life Insurance Company One Madison Avenue, New York, NY 10010 (212) 578-5883 _________________________________________________ (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) January 1, 1997 (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box / / Check the following box if a fee is being paid with the statement / / (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting persons 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. The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). 1. NAME OF REPORTING PERSONS S.S. OR I.R.S.. IDENTIFICATION NO. OF ABOVE PERSON Metropolitan Life Insurance Company (I.R.S. No. 13-5581829) MetLife New England Holdings, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / N/A (b) / / 3. SEC USE ONLY 4. SOURCE OF FUNDS* 00 (See Item 3) 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / / 6. CITIZENSHIP OR PLACE OF ORGANIZATION New York NUMBER OF 7. SOLE VOTING POWER SHARES 21,073,800 BENEFICIALLY OWNED BY 8. SHARED VOTING POWER EACH 0 REPORTING 9. SOLE DISPOSITIVE POWER PERSON 21,073,800 WITH 10. SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 21,073,800 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 52.1% 14. TYPE OF REPORTING PERSON* MetLife = IC; MetLife NE Holdings = HC *SEE INSTRUCTIONS BEFORE FILLING OUT Item 1. Security and Issuer No change Item 2. Identity and Background 2 (a-c). I. Filing Parties: No change II. Control Relationships No change III. Executive Officers and Directors In accordance with the provisions of General Instruction C to Schedule 13-D, information concerning the executive officers and directors of the Filing Parties is included in Schedule A hereto and is incorporated by reference herein. 2(d). Criminal Proceedings No change 2(e). Civil Securities Law Proceedings No change Item 3. Source and Amount of Funds or Other Consideration No change Item 4. Purpose of the Transaction On December 10, 1996, 10,000 shares to which the Filing Parties held a contingent reversionary interest were allocated to other persons and became unavailable to the Filing Parties. On January 1, 1997, 2,662,481 shares were issued by the Issuer, thus increasing the outstanding shares and thereby reducing the Filing Parties percentage interest. Item 5. Interest in Securities of the Issuer (a) The aggregate number and percentage of the outstanding Units of the Partnership beneficially owned by the Filing Party, is as follows: Number of Units Directly Held: 20,790,000 Number of Units Indirectly Held: 173,800 to which there is a contingent reversionary interest and which Units are held by the General Partner and 110,000 into which the General Partner General Partnership units are convertible. The General Partner is a wholly owned subsidiary of NE Holdings. Number of Units Directly and Indirectly held: 21,073,800 Approximate Percentage: 52.1% The percentage is based on 40,452,631 Units outstanding. The Filing Party disclaims beneficial ownership to all Units held indirectly. (b) The disclosure concerning the sole or shared power to vote the Units held by the Filing Party contained in Items 7 through 10 of the cover page hereof is hereby incorporated by reference herein. (c) No change (d) No change (e) No change Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer No change Item 7. Material to be Filed as Exhibits Exhibit A Agreement Required for Joint Filing Schedule of Directors and Officers 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. METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Jane C. Weinberg Jane C. Weinberg Associate General Counsel METLIFE NEW ENGLAND HOLDINGS, INC. By: /s/ Louis Ragusa Louis Ragusa Vice President & Secretary EXHIBIT A AGREEMENT REQUIRED FOR JOINT FILING UNDER RULE 13d-1 f)(1) (iii) February 3, 1997 Re: Statement on Schedule 13D under the Securities Exchange Act of 1934 Relating to Units of Limited Partnership of New England Investment Companies, L.P., a Delaware limited partnership. Each of the undersigned understands, consents and agrees that the above- referenced Statement on Schedule 13D is filed on behalf of each of the undersigned and that this letter shall be attached as an exhibit to such Statement. METROPOLITAN LIFE INSURANCE COMPANY By: /s/ Jane C. Weinberg Jane C. Weinberg Associate General Counsel METLIFE NEW ENGLAND HOLDINGS, INC. By: /s/ Louis Ragusa Louis Ragusa Vice President and Secretary February 3, 1997 SCHEDULE A EXECUTIVE OFFICERS AND DIRECTORS OF METLIFE AND NE HOLDINGS INFORMATION REQUIRED BY GENERAL INSTRUCTION C OF SCHEDULE 13D Directors of MetLife Allen E. Murray 250 Foxhunt Crescent Syosset, NY 11791 Retired Chairman of the Board and Chief Executive Officer Mobile Corporation Citizenship USA John B. M. Place 1100 Union St. San Francisco, CA 94109 Former Chairman of the Board Crocker National Corporation Citizenship USA William S. Sneath 41 Leeward Lane Riverside, Ct 06878 Retired Chairman of the Board Union Carbide Corporation Citizenship USA Richard J. Mahoney 800 N. Lindbergh Boulevard St. Louis, MO 63167 Chairman of the Executive Committee Monsanto Company Citizenship USA James R. Houghton The Field Spencer Hill Road R.d.2 Corning, NY 14830 Chairman of the Board and Chief Executive Officer Corning Incorporated Citizenship USA Curtis H. Barnette 1170 Eighth Avenue Martin Tower 2118 Bethlehem, PA 18016-7699 Chairman of the Board and Chief Executive Officer Bethlehem Steel Corporation Citizenship USA Joan Ganz Cooney 1 Lincoln Plaza New York, NY 10023 Chairman, Executive Committee Childrens Television Workshop Citizenship USA Robert G. Schwartz 200 Park Avenue New York, New York Retired Chairman of the Board, President and Chief Executive Officer Metropolitan Life Insurance Company Citizenship USA Hugh B. Price 500 E. 62nd St. New York, NY 10021 President and Chief Executive Officer National Urban League, Inc. Citizenship USA Helene L. Kaplan 146 Central Park West New York, NY 10023 Of Counsel Skadden, Arps, Slate, Meagher & Flom Citizenship USA Ruth J. Simmons, Ph.D. Smith College College Hall 20 Northampton, MA 01063 President Smith College Citizenship USA John J. Phelan, Jr. P.O. Box 524 Locust Valley, NY 11560 Retired Chairman and Chief Executive Officer New York Stock Exchange, Inc. Citizenship USA Harry P. Kamen One Madison Avenue New York, NY 10010 Chairman, President and Chief Executive Officer Metropolitan Life Insurance Company Citizenship USA Burton A. Dole, Jr. 2200 Faraday Ave. Carlsbad, CA 92008-7208 Chairman of the Board Nellcor Puritan Bennett Citizenship USA Charles M. Leighton 524 Main Street Acton, MA 01720 Chairman & CEO CML Group, Inc. Citizenship USA Executive Officers of MetLife Harry P. Kamen One Madison Avenue New York, NY 10010 Chairman, President and Chief Executive Officer Metropolitan Life Insurance Company Citizenship USA Gerald Clark One Madison Avenue New York, NY 10010 Senior Executive Vice-President and Chief Investment Officer Metropolitan Life Insurance Company Citizenship USA Stewart G. Nagler One Madison Avenue New York, NY 10010 Senior Executive Vice-President and Chief Financial Officer Citizenship USA Gary A. Beller One Madison Avenue New York, NY 10010 Executive Vice-President and General Counsel Citizenship USA Robert H. Benmosche One Madison Avenue New York, NY 10010 Executive Vice-President Citizenship USA C. Robert Henrikson One Madison Avenue New York, NY 10010 Executive Vice-President Citizenship USA John D. Moynahan, Jr. One Madison Avenue New York, NY 10010 Executive Vice-President Citizenship USA Catherine A. Rein One Madison Avenue New York, NY 10010 Executive Vice-President Citizenship USA John H. Tweedie One Madison Avenue New York, NY 10010 Executive Vice-President Citizenship UK and Canada Jeffrey J. Hodgman One Madison Avenue New York, NY 10010 Executive Vice President Citizenship USA William J. Toppeta One Madison Avenue New York, NY 10010 Executive Vice-President David A. Levene One Madison Avenue New York, NY 10010 Executive Vice President Directors of NE Holdings Harry P. Kamen One Madison Avenue New York, NY 10010 Chairman, President and Chief Executive Officer Metropolitan Life Insurance Company Citizenship USA Gary A. Beller One Madison Avenue New York, NY 10010 Executive Vice-President and General Counsel Metropolitan Life Insurance Company Citizenship USA Ted Athanassiades One Madison Avenue New York, New York 10010 Vice Chairman of the Board Metropolitan Life Insurance Company Citizenship USA Robert Shafto 501 Boylston Street Boston, MA 02116 Director Peter Voss 501 Boylston Street Boston, MA 02116 Executive Officers of NE Holdings Harry P. Kamen One Madison Avenue New York, NY 10010 Chairman, President and Chief Executive Officer Citizenship USA Arthur Typermass One Madison Avenue New York, NY 10010 Vice President and Treasurer Citizenship USA Louis G. Ragusa One Madison Avenue New York, NY 10010 Vice President and Secretary Citizenship USA Robert C. Tarnok One Madison Avenue New York, NY 10010 Controller Citizenship USA Cusip No. 644095 10 1 1 -----END PRIVACY-ENHANCED MESSAGE-----