UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) December 10, 1996
NEW ENGLAND INVESTMENT COMPANIES, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 1-9468 13-3405992
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(State or other (Commission (IRS Employer
jurisdiction File Number) Identification No.)
of incorporation)
399 Boylston Street, Boston, Massachusetts 02116
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code(617) 578-3500
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Item 2. Acquisition or Disposition of Assets
On December 10, 1996 (the "Closing Date"), New England Investment
Companies, L.P. ("NEIC") announced that it had completed the acquisition of
certain assets and assumption of certain of the liabilities of Aldrich, Eastman
& Waltch, L.P. ("Aldrich, Eastman"), a Boston-based real estate investment
advisory firm having $4 billion of net assets under management. These
operations will be combined with those of NEIC's real estate advisory
subsidiary, Copley Real Estate Advisors, Inc. ("Copley"), to form a firm with $7
billion of net assets under management that will operate under the name "AEW
Capital Management, L.P.". With its combined knowledge of real estate and
capital markets, the new firm will emphasize high-yield debt and equity
strategies, real estate securities and client portfolio consulting. Aldrich,
Eastman is currently a privately held partnership. NEIC announced that it had
entered into the acquisition agreement with Aldrich, Eastman on October 15,
1996.
Under the Partnership Admission Agreement (the "Agreement"), NEIC
purchased certain assets and assumed approximately $5 million of liabilities of
Aldrich, Eastman for a payment at the closing of $67.5 million, which was paid
$52.5 million in cash and the issuance of 391,581 L.P. Units and a $5 million
three-year amortizing note. In addition, up to $35 million in cash will be paid
upon certain revenue targets being achieved by the new firm over the three
calendar years following the Closing Date. The number of L.P. Units issued at
the closing was determined at market value under a formula set forth in the
Agreement. The acquisition will be accounted for under the purchase method of
accounting and, as a result, NEIC will record a significant portion of the
consideration as intangible assets for financial reporting purposes. The
purchase price was based on expected future cash flows. NEIC financed the cash
portion of the purchase price out of available partnership cash.
Item 7. Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired. Not required.
(b) Pro Forma Financial Information. Not required.
(c) Exhibits. The following exhibit is filed with this report:
2. Form of Agreement Amending Partnership Admission Agreement dated
December 10, 1996, amending the Partnership Admission Agreement dated
October 14, 1996 (relating to the acquisition by New England
Investment Companies, L.P. of assets of Aldrich, Eastman & Waltch,
L.P.).
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SIGNATURES
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 thereupon duly authorized.
NEW ENGLAND INVESTMENT COMPANIES, L.P.
By: New England Investment Companies, Inc.,
its general partner
Date: December 10, 1996 By: /s/ Edward N. Wadswort
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Edward N. Wadsworth
Executive Vice President
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