UNITED STATES
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) November 8, 1995
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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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(Name or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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 5. Other Events
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(a) Financial Statement of New England Investment Companies, Inc.:
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NEW ENGLAND INVESTMENT COMPANIES, INC.
BALANCE SHEET
December 31, 1993 and 1994
ASSETS: 1993 1994
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Cash $ - $ 251,076
Distribution receivable from NEIC, LP 88,000 46,200
Other receivables - 20,100
Investment in partnerships 301,997 235,067
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Total assets $ 389,997 $ 552,443
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LIABILITIES AND SHAREHOLDER'S EQUITY:
Liabilities:
Taxes payable $ 6,000 $ -
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Shareholder's Equity:
Common stock, $.01 par value,
authorized - 100 shares; issued
and outstanding - 50 shares 1 1
Paid-in capital 15,327,793 15,327,793
Demand note receivable from TNE (15,000,000) (15,000,000)
Retained earnings 56,203 224,649
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Total shareholder's equity 383,997 552,443
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Total liabilities and shareholder's $ 389,997 $ 552,443
equity =========== ===========
See accompanying notes to financial statement
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New England Investment Companies, Inc.
Notes to Financial Statement
NOTE 1: BASIS OF PRESENTATION
New England Investment Companies, Inc. ("NEIC Inc." or the "General Partner"), a
wholly owned subsidiary of New England Mutual Life Insurance Company ("TNE"), is
the corporate general partner of New England Investment Companies, L.P. ("NEIC,
L.P." or the "Partnership"). On September 15, 1993, the unitholders of Reich &
Tang L.P., a Delaware limited partnership with units traded on the New York
Stock Exchange, consummated a transaction whereby certain advisory businesses
and substantially all of the related net assets were contributed by TNE in
exchange for approximately 22 million newly issued limited partnership units.
In addition, the net assets of Westpeak Investment Advisors, Inc. ("Westpeak"),
a wholly owned subsidiary of TNE, were contributed to Reich & Tang L.P. in
exchange for its general partner units and as a result, Westpeak succeeded Reich
& Tang, Inc. as the general partner of the Partnership. Westpeak changed its
name to New England Investment Companies, Inc. The Partnership was renamed New
England Investment Companies, L.P. The sole business of NEIC Inc. is that of
general partner of the Partnership. Therefore, the consolidated financial
statements of the Partnership should be read in connection with these financial
statements.
NOTE 2: INVESTMENT IN PARTNERSHIPS
NEIC Inc. owned 110,000 general partnership units of NEIC, L.P. (approximately
.34% of the total partnership units outstanding) as of December 31, 1993, and
December 31, 1994. NEIC Inc. accounts for its investment in NEIC, L.P. under
the equity method since it has the ability to exercise significant influence
over the management, conduct and operation of NEIC, L.P. The difference between
NEIC Inc.'s carrying amount of its investment in NEIC, L.P. of $235,067 and
$257,731 and its underlying equity in NEIC, L.P. of approximately $726,000 and
$795,000 at December 31, 1994 and December 31, 1993, respectively, is being
amortized over a fifteen year period.
NEIC Inc. also acquired R & T, Inc.'s 1% general partner interests in Fundtech
Services L.P. ("Fundtech") and Reich & Tang Distributors L.P. ("R & T
Distributors") as of September 15, 1993 and continued to hold these 1% interests
through September 30, 1994. Fundtech and R & T Distributors were sold to a
subsidiary of the Partnership, Reich & Tang Asset Management, L.P., on September
30, 1994 for $40,000.
NOTE 3: DEMAND NOTE RECEIVABLE
On September 15, 1993, TNE contributed $15,000,000 to the capital of NEIC Inc.
in the form of a note payable on demand of NEIC Inc. It is anticipated that
demand will be made only to satisfy liabilities of NEIC Inc. owed in its
capacity as General Partner of NEIC, L.P. that are not properly payable by the
Partnership or are properly payable by the Partnership but which the Partnership
is unable to pay and as to which NEIC Inc. has not disclaimed liability.
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Report of Independent Accountants
To the Shareholder of
New England Investment Companies, Inc.
In our opinion, the accompanying balance sheet presents fairly, in all material
respects, the financial position of New England Investment Companies, Inc. at
December 31, 1994 and December 31, 1993 in conformity with generally accepted
accounting principles. The financial statement is the responsibility of the
Company's management; our responsibility is to express an opinion on the
financial statement based on our audit. We conducted our audit of the financial
statement in accordance with generally accepted auditing standards which require
that we plan and perform the audit to obtain reasonable assurance about whether
the financial statement is free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statement, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audit of the financial statement
provides a reasonable basis for the opinion expressed above.
Price Waterhouse LLP
Boston, MA
November 7, 1995
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Item 5. Other Events (continued)
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(b) Certain Employment and Severance Agreements
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NEIC and New England Investment Companies, Inc., the general partner of NEIC
(the "General Partner"), have entered into an Employment Agreement dated as of
August 16, 1995 (the "Employment Agreement") with Peter S. Voss providing for
the employment of Mr. Voss as Chairman of the Board, Chief Executive Officer and
President of NEIC and the General Partner for an initial term of three years.
The term of the Employment Agreement will be automatically extended for an
additional two year period unless terminated by any party prior to the second
anniversary of the Effective Date of the Employment Agreement. During the term
of the Employment Agreement, Mr. Voss will receive an annual salary established
from time to time by the Board of Directors of the General Partner (the
"Board"). In addition, Mr. Voss will be entitled to receive an annual bonus
determined by the Board. In the event that Mr. Voss is terminated by NEIC
without Cause or Mr. Voss elects to terminate his employment as a result of a
Constructive Discharge Event (as defined in the Employment Agreement), Mr. Voss
shall be entitled to lump sum payments equal to three times his Salary (as then
in effect) and three times his Bonus Amount (as defined in the Employment
Agreement). In addition, in the event of such a termination, Mr. Voss shall be
deemed to be fully vested in any restricted units or other equity incentives
held by him on the date of such termination. In the event that NEIC timely
elects not to extend the Employment Agreement for an additional two year period
as described above, Mr. Voss shall be entitled to one times his Salary and one
times his Bonus Amount.
In addition, NEIC and the General Partner have also entered into Agreements
dated as of August 16, 1995 (the "Severance Agreements") with each of G. Neal
Ryland, Sherry A. Umberfield and Edward N. Wadsworth (the "Named Executives")
providing, in each case, that if the employment of such Named Executive is
terminated by NEIC prior to the third anniversary of the Effective Date of such
Severance Agreements other than for Cause or disability or if NEIC
Constructively Discharges such Named Executive and if Peter S. Voss or his
designee, in his capacity as Administrator under the Severance Agreements,
determines that such termination of employment or Constructive Discharge was not
primarily related to such Named Executive's performance or the ordinary course
of business, then such Named Executive shall be entitled to lump sum payments
equal to one and one-half times his or her salary and his or her bonus amount.
Item 7. Financial Statements and Exhibits.
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(c) Exhibits
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The following exhibits required to be filed by Item 601 of Regulation S-K are
filed herewith:
(10) Material Contracts
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(i) Employment Agreement with Peter S. Voss
(ii) Agreement with G. Neal Ryland
(iii) Agreement with Sherry A. Umberfield
(iv) Agreement with Edward N. Wadsworth
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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 thereunto duly authorized.
Date: November 9, 1995 By: /s/ G. Neal Ryland
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G. Neal Ryland
Executive Vice President and
Chief Financial Officer
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