SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 15, 2001
The John Nuveen Company
(Exact Name of Registrant as Specified in
Charter)
Delaware 1-11123 36-3817266
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification No.)
Incorporation)
333 West Wacker Drive, Chicago, Illinois 60606
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (312) 917-7700
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On June 15, 2001, the Registrant entered into an Acquisition Agreement
with Barra, Inc., Symphony Asset Management, Inc., Maestro, LLC, Symphony Asset
Management LLC (the "Company") and the employee-owners of the Company (the
"Acquisition Agreement"). Pursuant to the Acquisition Agreement, the Registrant
will acquire all of the outstanding ownership interests in the Company for an
initial purchase price of $210 million in cash, with potential additional future
cash payments based on the Company's reaching specified performance and growth
targets for its business. The Registrant expects to complete the transaction
within the next 60 days subject to the receipt of certain regulatory and third
party approvals and the satisfaction of other customary conditions. The
Acquisition Agreement is filed as Exhibit 2.1 hereto and is hereby incorporated
herein by reference.
A copy of the Registrant's press release dated June 18, 2001 relating to
the acquisition is attached as Exhibit 99.1 hereto and is hereby incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(c) The following exhibits are filed with this report:
Exhibit Number Description
2.1 Acquisition Agreement, dated as of
June 15, 2001, by and among the
Registrant, Barra, Inc., Symphony
Asset Management, Inc., Maestro, LLC,
Symphony Asset Management LLC, Praveen
K. Gottipalli, Michael J. Henman, Neil
L. Rudolph and Jeffrey L. Skelton
99.1 Press Release issued June 18, 2001
SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE JOHN NUVEEN COMPANY
By: /s/ Alan Berkshire
------------------------------------
Name: Alan Berkshire
Title: Senior Vice President
Dated: June 20, 2001
Exhibit Index
Exhibit Number Description
2.1 Acquisition Agreement, dated as of
June 15, 2001, by and among the
Registrant, Barra, Inc., Symphony
Asset Management, Inc., Maestro, LLC,
Symphony Asset Management LLC, Praveen
K. Gottipalli, Michael J. Henman, Neil
L. Rudolph and Jeffrey L. Skelton
99.1 Press Release issued June 18, 2001