-----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, FJduPhMkTmn7wEFgYxhgOZD4MszVvLCMYDa9pODIq7IkIPKgBzPKt7lIlReDaxQL VAI5jhsOLuGKQOi3q8GWhg== 0000728618-98-000060.txt : 19981228 0000728618-98-000060.hdr.sgml : 19981228 ACCESSION NUMBER: 0000728618-98-000060 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19981222 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: NVEST LP 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: SEC FILE NUMBER: 005-39296 FILM NUMBER: 98773360 BUSINESS ADDRESS: STREET 1: 399 BOYLSTON ST 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: NEW ENGLAND INVESTMENT COMPANIES L P DATE OF NAME CHANGE: 19930923 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. 4 )* Nvest, L.P. (formerly New England Investment Companies, L.P.) _________________________________________________________________ (Name of Issuer) Units of Limited Partnership Interest _________________________________________________________________ (Title of Class of Securities) 644095 10 1 _______________________________ (CUSIP Number) Joseph P. Cresta, Metropolitan Life Insurance Company 4100 Boy Scout Blvd., Tampa FL 33607 (813) 801-2062 _________________________________________________________________ (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) December 11, 1998 _________________________________________________________________ (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(e),(f) or (g), check the following box / / Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. *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. 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. NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) Metropolitan Life Insurance Company (I.R.S. No. 13-5581829) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / N/A (b) / / N/A 3. SEC USE ONLY 4. SOURCE OF FUNDS (See Instructions) WC 5. CHECK 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 SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH SOLE VOTING POWER 20,722,100 plus those Units beneficially owned by MetLife New England Holdings, Inc. - see next page SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 20,722,100 plus those Units beneficially owned by MetLife New England Holdings, Inc. - see next page SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,722,100 plus those Units beneficially owned by MetLife New England Holdings, Inc. - see next page 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 77.7% 14. TYPE OF REPORTING PERSON (See Instructions) IC 1. NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only) MetLife New England Holdings, Inc. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) / / N/A (b) / / N/A 3. SEC USE ONLY 4. SOURCE OF FUNDS (See Instructions) WC 5. CHECK 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 WITH SOLE VOTING POWER 318,000 [including 110,000 convertible Issuer general partner units and 100 convertible Nvest Companies, L.P. (formerly NEIC Operating Partnership, L.P.) general partner units] SHARED VOTING POWER 0 SOLE DISPOSITIVE POWER 318,000 [including 110,000 convertible Issuer general partner units and 100 convertible Nvest Companies, L.P. (formerly NEIC Operating Partnership, L.P.) general partner units] SHARED DISPOSITIVE POWER 0 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 318,000 [including 110,000 convertible Issuer general partner units and 100 convertible Nvest Companies, L.P. (formerly NEIC Operating Partnership, L.P.) general partner units] 12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) / / 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% 14. TYPE OF REPORTING PERSON (See Instructions) CO Item 1. Security and Issuer This Statement relates to the units of limited partnership interest ("Units") of Nvest, L.P. (the "Issuer"), a Delaware limited partnership that has its principal executive offices at 399 Boylston Street, Boston Massachusetts 02116, telephone (617) 578-3500. Item 2. Identity and Background. 2 (a-c). I. Filing Parties: This Statement is filed on behalf of Metropolitan Life Insurance Company ("MetLife"), and MetLife New England Holdings, Inc., a wholly owned subsidiary of MetLife ("NE Holdings"). MetLife, a mutual life insurance company, is a New York corporation with its principal office and business at One Madison Avenue, New York, NY 10010. NE Holdings, is a holding company incorporated in the State of Delaware, with its principal business address at Christiana Executive Campus, 220 Continental Drive, Suite 212, Newark, DE. MetLife and NE Holdings shall each be referred to herein as a Filing Party and collectively as the Filing Parties. This Amendment No. 4 supplements and amends the Statement on Schedule 13D (the "Initial Schedule 13D") originally filed with the Securities and Exchange Commission on September 15, 1993, by The New England Mutual Life Insurance Company (predecessor of MetLife through merger) with respect to the Units, as amended as of August 30, 1996, January 1, 1997 and January 7, 1998 which are hereby incorporated by reference. Unless otherwise defined herein, capitalized terms used herein without a definition have the meanings ascribed to them in the Initial Schedule 13D. II. Control Relationships MetLife is not controlled by any person or persons. NE Holdings is a wholly owned subsidiary of MetLife. 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 Exhibit A hereto and is incorporated by reference herein. 2(d). Criminal Proceedings During the last five years, none of the Filing Parties nor any executive officer or director of the Filing Parties have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). 2(e). Civil Securities Law Proceedings During the last five years, none of the Filing Parties nor any executive officer or director of the Filing Parties have been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. 2(f). Citizenship See Item 2 a-c III. Item 3. Source and Amount of Funds or Other Consideration Using working capital, MetLife purchased 140,000 Units of Nvest, L.P. for $3,922,800. Item 4. Purpose of Transaction On December 11, 1998 MetLife acquired direct ownership of 73,500 limited partnership units of Nvest, L.P. from Snyder Holdings, Inc. and 66,500 limited partnership units of Nvest, L.P. from Jewish Family and Children's Services of San Francisco, the Peninsula, Marin and Sonoma Counties. The Filing Parties have no formal plans to acquire or dispose of additional Issuer Units or units convertible into such Issuer Units ("Convertible Units"), but from time to time, as market conditions warrant, the Filing Parties may acquire and dispose of additional Issuer Units or Convertible Units. The Filing Parties have no other plans which may relate or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (ii) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (iii) any change in the present board of directors of the Issuer's General Partner or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board of Issuer's General Partner; (iv) any material change in the present capitalization or dividend policy of the Issuer; (v) any other material change in the Issuer's business or corporate structure; (vi) changes in the Issuer's Limited Partnership Agreement or other actions which may impede the acquisition of control of the Issuer by any person; (vii) causing a class of securities of the Issuer to be delisted from a national securities exchange; (viii) the Units becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to any of the aforementioned. 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 Parties, is as follows: Number of Units Directly Held: 347,900 Number of Units Indirectly Held: 20,692,200, including 20,582,100 Units issued by Nvest Companies, L.P. ("Nvestco Units") convertible into an equal number of Issuer Units, 110,000 Units into which the Issuer general partnership units are convertible and 100 Units into which the Nvest Companies, L.P. general partnership units are ultimately convertible. The General Partner of Issuer and Nvest Companies, L.P. is a wholly owned subsidiary of NE Holdings. Number of Units Directly and Indirectly held: 21,040,100 Percentage: 77.7% The percentage is based on 27,090,647 Units deemed to be outstanding pursuant to the last sentence of Rule 13D-3(d)(1)(i). The Filing Parties disclaim beneficial ownership to all Units held indirectly. No Director or Executive Officer of the Filing Parties beneficially owns any Units other than Peter Voss, Charles Leighton, Harry Kamen and Catherine Rein. Mr. Voss has beneficial ownership of 350,300 Units, 300 of which are owned by a child as to which Mr. Voss disclaims beneficial ownership and 350,000 Units of Nvest Companies, L.P. which, subject to certain limitations, may be exchanged for Issuer Units. Mr. Leighton has direct beneficial interest in 5262 Units. Mr. Kamen has direct beneficial ownership of 5000 Units, 1000 of which he acquired on November 9, 1998 (500 at 28 5/16 and 500 at 28 7/16). Ms. Rein has direct beneficial ownership of 750 Units. (b) The disclosure concerning the sole or shared power to vote the Units held by the Filing Parties contained in Items 7 through 10 of the cover page hereof is hereby incorporated by reference herein. (c) In the 60 days prior to the date of filing of this Statement, none of the Filing Parties have nor, to the best knowledge of the Filing Parties, has any of their directors and executive officers effected any transactions in the Units other than those described in Items 4 and 5(a) hereof. (d) Not applicable. (e) As of the date hereof MetLife New England Holdings, Inc. has ceased to be a beneficial owner of more than five percent of the class of securities. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Not applicable. Item 7. Material to be Filed as Exhibits Exhibit A Information relating to the Executive Officers and Directors of the Filing Parties. Exhibit B Agreement Required for Joint Filing 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. Date: December 18, 1998 METROPOLITAN LIFE INSURANCE COMPANY By: /s/Joseph P. Cresta Vice President METLIFE NEW ENGLAND HOLDINGS, INC. By: /s/Louis Ragusa Vice President & Secretary INCUMBENCY CERTIFICATE I, Thomas C. Hoi, Assistant Secretary of Metropolitan Life Insurance Company, a New York corporation, do hereby certify that the following is a full, true and correct copy of Section 4.1 of the By-Laws of the Metropolitan Life Insurance Company: "Any officer, or any employee designated for the purpose by the chief executive officer, shall have power to execute all instruments in writing necessary or desirable for the Company to execute in the transaction and management of its business and affairs (including, without limitation, contracts and agreements, transfers of bonds, stocks, notes and other securities, proxies, powers of attorney, deeds, leases, releases, satisfactions and instruments entitled to be recorded in any jurisdiction, but excluding, to the extent otherwise provided for in these Bylaws, authorizations for the disposition of the funds of the Company deposited in its name and policies, contracts, agreements, amendment and endorsements of, for or in connection with insurance or annuities) and to affix the corporate seal." I further certify that the following is an officer of Metropolitan Life Insurance Company and that the signature is the signature of such officer: Name Title Signature Joseph P. Cresta Vice President /s/Joseph P. Cresta In witness whereof I have hereunto set my hand and have caused to be affixed the corporate seal of Metropolitan Life Insurance Company this 18th day of December, 1998. /s/Thomas C. Hoi EXHIBIT A The directors of Metropolitan Life are listed below, together with information with respect to their business address, principal occupations and citizenship as required by General Instruction C of Schedule D: Curtis H. Barnette Chairman and Chief Executive Officer Bethlehem Steel Corporation 1170 Eighth Avenue, Martin Tower 2118 Bethlehem, Pennsylvania 18016 Citizenship USA Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer Metropolitan Life Insurance Company One Madison Avenue New York, New York 10010 Citizenship USA Gerald Clark Vice-Chairman of the Board and Chief Investment Officer Metropolitan Life Insurance Company One Madison Avenue New York, New York 10010 Citizenship USA Joan Ganz Cooney Chairman, Executive Committee Children's Television Workshop One Lincoln Plaza New York, New York 10023 Citizenship USA Burton A. Dole, Jr. Retired Chairman, President and Chief Executive Officer Puritan Bennett P.O. Box 208 Pauma Valley, California 92061(since 1998) prior thereto, Chairman of the Board Nellcor Puritan (since 1996) Citizenship USA James R. Houghton Chairman of the Board Emeritus Corning Incorporated 80 East Market Street, 2nd Floor Corning, New York 14830 (since 1996) prior thereto, Chairman and Chief Executive Officer Citizenship USA Harry P. Kamen Chairman of the Board and Chief Executive Officer (retired) Metropolitan Life Insurance Company 200 Park Avenue, Suite 5700 New York, New York 10166 (since 1998) prior thereto, Chairman of the Board, President and Chief Executive Officer (since 1995) prior thereto, Chairman of the Board and Chief Executive Officer (since 1993) prior thereto, Senior Vice-President and General Counsel Citizenship USA Helene L. Kaplan Of Counsel, Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 Citizenship USA Charles M. Leighton Retired Chairman and Chief Executive Officer CML Group, Inc. P.O. Box 247 Bolton, Massachusetts 01740 (since 1998) Citizenship USA Allen E. Murray Retired Chairman of the Board and Chief Executive Officer Mobil Corporation 375 Park Avenue, Suite 2901 New York, New York 10152 (since March 1994) prior thereto, Chairman of the Board and Chief Executive Officer (since 1993) prior thereto, Chairman of the Board, President and Chief Executive Officer Citizenship USA Stewart G. Nagler Vice-Chairman of the Board and Chief Financial Officer Metropolitan Life Insurance Company One Madison Avenue New York, New York 10010 Citizenship USA John J. Phelan, Jr. Retired Chairman and Chief Executive Officer New York Stock Exchange, Inc. P.O. Box 312 Mill Neck, New York 11765 Citizenship USA Hugh B. Price President and Chief Executive Officer National Urban League, Inc. 120 Wall Street, 7th & 8th Floors, New York, New York 10005 (since 1994) prior thereto, Vice President, The Rockefeller Foundation Citizenship USA Robert G. Schwartz Retired Chairman of the Board, President and Chief Executive Officer, Metropolitan Life Insurance Company, 200 Park Avenue, Suite 5700 New York, New York 10166 (since 1993); prior thereto, Chairman of the Board, President and Chief Executive Officer. Citizenship USA Ruth J. Simmons, Ph.D. President Smith College College Hall 20 Northampton, Massachusetts 01063 (since 1995) prior thereto, Office of the Provost Princeton University 4 Nassau Hall Princeton, New Jersey 08544. Citizenship USA William C. Steere, Jr. Chairman of the Board and Chief Executive Officer Pfizer Inc. 235 East 42nd Street New York, New York 10017 Citizenship USA Set forth below is a list of the names of the following executive officers of Metropolitan Life. The principal business address of Metropolitan Life is One Madison Avenue, New York, New York 10010. Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer Citizenship USA Gerald Clark Vice-Chairman of the Board and Chief Investment Officer Citizenship USA Stewart G. Nagler Vice-Chairman of the Board and Chief Financial Officer Citizenship USA Gary A. Beller Senior Executive Vice-President and General Counsel Citizenship USA Carl R. Henrikson Senior Executive Vice-President Citizenship USA Catherine A. Rein Senior Executive Vice-President Citizenship USA William J. Toppeta Senior Executive Vice-President Citizenship USA John H. Tweedie Senior Executive Vice-President Citizenship USA and Canada Jeffrey J. Hodgman Executive Vice-President Citizenship USA Terence I. Lennon Executive Vice-President Citizenship USA David A. Levene Executive Vice-President Citizenship USA Judy E. Weiss Executive Vice-President & Chief Actuary Citizenship USA The directors of MetLife New England Holdings, Inc. are listed below, together with information with respect to their business address, principal occupations and citizenship as required by General Instruction C of Schedule D: Gary A. Beller Senior Executive Vice-President and General Counsel Metropolitan Life Insurance Company One Madison Avenue New York, New York 10010 Citizenship USA Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer Metropolitan Life Insurance Company One Madison Avenue New York, New York 10010 prior thereto, President and Chief Operating Officer prior thereto, Executive Vice-President Citizenship USA James M. Benson Chairman, President and Chief Executive Officer New England Financial 501 Boylston Street Boston, Massachusetts 02116-3700 prior thereto, President and Chief Operating Officer Citizenship USA Gerald Clark Vice-Chairman of the Board and Chief Investment Officer Metropolitan Life Insurance Company One Madison Avenue New York, New York 10010 Citizenship USA Peter S. Voss Chief Executive Officer and Chairman of the Board Nvest Corporation and Nvest, L.P. 399 Boylston Street Boston, Massachusetts 02116 prior thereto President, Chief Executive Officer and Chairman of the Board, Citizenship USA Set forth below is a list of the names of the following executive officers of MetLife New England Holdings, Inc. The principal business address of MetLife New England Holdings, Inc. is One Madison Avenue, New York, New York 10010. Robert H. Benmosche Chairman of the Board, President and Chief Executive Officer Citizenship USA EXHIBIT B AGREEMENT REQUIRED FOR JOINT FILING UNDER RULE 13d-1 (f)(1) (iii) December 11, 1998 Re: Statement on Schedule 13D under the Securities Exchange Act of 1934 Relating to Units of Limited Partnership of Nvest, 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/Joseph P. Cresta Vice President METLIFE NEW ENGLAND HOLDINGS, INC. By: /s/Louis Ragusa Vice President & Secretary December 18, 1998 Cusip No. 644095 10 1 10 17 -----END PRIVACY-ENHANCED MESSAGE-----