RULE 424(B)(3)
REGISTRATION NO. 333-18911
NEW ENGLAND INVESTMENT COMPANIES, L.P.
PROSPECTUS SUPPLEMENT
DATED MARCH 20, 1997, TO
PROSPECTUS DATED FEBRUARY 13, 1997
The following information is made a part of the above-referenced prospectus.
LP UNITS AVAILABLE FOR FUTURE SALE
As of January 31, 1997, there were 40,347,631 LP Units outstanding.
Following this Offering, assuming 2,000,000 of the 4,000,000 LP Units offered
hereby are sold, 5,816,043 of those LP Units will be freely tradable without
registration under the Securities Act. Of the remaining LP Units outstanding
that are "restricted securities" under the federal securities laws, 20,790,000
LP Units (not including 110,000 units of general partnership interest held by
MetLife) will be held by MetLife and approximately 13,741,558 LP Units will be
held by other private partners. Approximately 28,286,850 of such LP Units that
are restricted securities under the federal securities laws, including those
held by MetLife and RTI, may be sold within the limitations under Rule 144 under
the Securities Act. The Selling Unitholders and certain other Unitholders have
rights to register their remaining LP Units for public resale and may otherwise
seek to resell some or all of their LP Units in the future subject to the above
limitation. Sales of large numbers of LP Units to the public within a limited
time period could adversely affect the market price of the LP Units. Resales of
LP Units may, under certain circumstances, result in a change in control of NEIC
and an assignment of investment management agreements under applicable federal
securities law.
SELLING UNITHOLDERS
The Selling Unitholders are various Unitholders holding registration rights
and their permitted charitable donees, pledgees, transferees or other successors
in interest, and include those Unitholders listed below and additional
Unitholders who will be individually identified along with Unitholders'
affiliations and holdings of LP Units (if greater than 1% of all outstanding LP
Units) by a supplement hereto. Such registration rights were granted pursuant
to various agreements with the Partnership, including an agreement with New
England Mutual and RTI made as of September 15, 1993 (the "1993 Registration
Rights Agreement") and an agreement with Harris Associates, L.P. made as of
September 19, 1995 (the "Harris Registration Rights Agreement" and, together
with the 1993 Registration Rights Agreement and other similar agreements, the
"Registration Rights Agreements").
The LP Units offered by the Selling Unitholders hereby constitute
"restricted securities" under the Securities Act. Pursuant to the Registration
Rights Agreements, the Selling Unitholders and the Partnership have agreed that
all expenses incident to a registration demanded thereunder will be borne by the
Partnership. The Registration Rights Agreements provide that the Partnership
need not effect more than one registration statement on Form S-3 in a six-month
period.
The following table sets forth certain information known to the Partnership
with respect to beneficial ownership of the Partnership's LP Units as of January
31, 1997, and as adjusted to reflect the proposed sale of LP Units being offered
by the Selling Unitholders hereby.
Units Beneficially
Units Beneficially Units to be Owned After Offering
---------------------
Selling Unitholder Owned Prior to Offering(1) Sold in Offering Number (1) Percent (2)
- ---------------------------------------------- -------------------------- ------------------ ------------ ---------------------
Brown Generation Trust, U/A/D 8/16/91 (3) 62,920 62,920 0 *
Roger O. Brown Revocable Trust,
U/A/D 12/16/82 (3) 259,600 239,600 20,000 *
Barbara E. Brown Revocable Trust,
U/A/D 12/16/82 (3) 97,567 97,567 0 *
Old Compton, L.P. (4) 391,581 335,668 55,913 *
Phillips Exeter Academy 10,200 10,200 0 *
Field Museum of Natural History 10,200 10,200 0 *
Kenneth H. Foreman Gift Trust for
Peter & Christopher Dated 5/15/79 (5) 26,286 26,286 0 *
Kenneth H. Foreman Gift Trust for
Peter & Jeffrey
Dated 5/15/79 (5) 26,286 26,286 0 *
Kenneth H. Foreman Support Trust for Peter &
Christopher Dated 5/15/79 (5) 26,286 26,286 0 *
Kenneth H. Foreman Support Trust for Peter &
Jeffrey Dated 5/15/79 (5) 26,286 26,286 0 *
David M. Herro (6) 45,908 45,908 0 *
Joseph R. Hershberger (7) 60 60 0 *
I&G Charitable Foundation (3) 20,000 20,000 0 *
Investment Income Partnership (3) 105,148 105,148 0 *
Jewish United Fund of Metropolitan Chicago 2,100 2,100 0 *
Jeffrey D. Lovell (7) 8,000 8,000 0 *
Roxanne M. Martino (6) 80,798 20,000 60,798 *
Victor A. Morgenstern (8) 520,000 100,000 420,000 1.04%
Putnam, Lovell & Thornton Inc. (9) 25,940 25,940 0 *
Donald H. Putnam (7) 12,000 12,000 0 *
Reich & Tang, Inc. (10) 6,394,100 300,000 6,094,100 15.11%
Resolute Partners (11) 180,000 50,000 130,000 *
Kathleen Schulte Revocable Trust
U/A/D 2/1/89 (6) 6,309 6,309 0 *
Mary Pat Thornton (7) 4,000 4,000 0 *
1261 Foundation (3) 47,190 47,190 0 *
VNSM Holdings, Inc. (12) 444,500 177,800 266,700 *
Charles Zis 69,923 49,923 20,000 *
-------
1,835,677
* LESS THAN 1%
(1) Except as indicated in the other footnotes to this table, based on
information provided by such persons and subject to applicable community
property laws, the persons and entities named in the table above have sole
voting and investment power with respect to all of the LP Units shown as
beneficially owned by them.
(2) Percentage of ownership is based on 40,347,361 LP Units outstanding on
January 31, 1997, and does not include 110,000 units of general partnership
interest ("GP Units") owned by the Partnership's general partner, which
represent all GP Units outstanding.
(3) Roger O. Brown, currently an employee of an operating subsidiary of the
Partnership, is the trustee of the Roger O. Brown Revocable Trust; is
President of I&G Charitable Foundation; and is General Manager of Investment
Income Partnership, and has sole voting and investment power with respect to
the LP Units owned by such entities. Mr. Brown's spouse, Barbara E. Brown,
is
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trustee of the Brown Generation Trust and the Barbara E. Brown Revocable
Trust, and has sole voting and investment power with respect to the LP
Units owned by such trusts. Mr. and Mrs. Brown also serve as directors of
the 1261 Foundation and may therefore be deemed to have voting and
investment power with respect to the LP Units held by such entity.
(4) The listed entity (formerly Aldrich, Eastman & Waltch, L.P.) sold its
business assets to the Partnership in December 1996. Certain current
officers of the subsidiary of the Partnership (AEW Capital Management,
L.P.) now operating the acquired business remain limited partners in Old
Compton, L.P. Peter C. Aldrich, Thomas G. Eastman and Joseph F. Azrack, who
are the non-executive Co-Chairman, non-executive Director and Chief
Executive Officer, respectively, of AEW Capital Management, L.P., are the
directors and controlling stockholders of the general partner of the
general partner of Old Compton, L.P. Each of such persons (and such general
partners) may therefore be deemed to be a beneficial owner of the listed LP
Units. Mr. Azrack serves as the Chief Executive Officer and President and
as a member of the Board of Directors of AEW Capital Management, L.P.'s
general partner, which is a wholly owned indirect subsidiary of the
Partnership.
(5) Peter B. Foreman, trustee of the trusts listed in the table, has voting and
investment power over 801,640 LP Units in addition to the LP Units shown in
the table, in his capacity as trustee of other trusts.
(6) The named person is an officer and/or an employee of an operating
subsidiary of the Partnership .
(7) The named person is an officer and/or an employee of Putnam, Lovell &
Thornton Inc., an investment banking firm that has rendered services to the
Partnership .
(8) Mr. Morgenstern serves as a director of the general partner of the
Partnership pursuant to a program whereby chief executive officers of
operating subsidiaries of the Partnership serve for a period as directors.
(9) The named entity is an investment banking firm that has rendered services
to the Partnership.
(10) Oscar L. Tang, a director of the general partner of the Partnership,
beneficially owns approximately 34% of the stock of Reich & Tang, Inc.
("RTI"), not including approximately 13% of such stock held by trusts for
the benefit of Mr. Tang's children, as to which Mr. Tang disclaims
beneficial ownership. The number of LP Units shown does not include 101,500
LP Units contributed to the Partnership's Restricted Unit Plan (the "RUP")
by RTI, as to which RTI retains certain income or reversionary rights. All
stockholders of RTI are parties to a stockholders' agreement relating to
the maintenance of such corporation's status as an "S" corporation under
the Internal Revenue Code and which creates numerous reciprocal and other
rights relating to the disposition of stock in RTI by the stockholders.
(11) The listed entity is a partnership of which Mr. Morgenstern serves as
general partner.
(12) The listed entity (formerly Vaughan, Nelson, Scarborough & McConnell, Inc.)
sold its business assets to the Partnership in May 1996. All stockholders
of such entity are currently employed by the subsidiary of the Partnership
now operating the acquired business (Vaughan, Nelson, Scarborough &
McConnell, L.P.) as officers and/or investment principals. In addition, two
of
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such stockholders are members of the Board of Directors of such
subsidiary's general partner, which is a wholly owned indirect subsidiary
of the Partnership.
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