UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
or
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from ____________________ to ____________________
Commission File Number 1-9468
NEW ENGLAND INVESTMENT COMPANIES, L.P.
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(Exact name of registrant as specified in its charter)
DELAWARE 13-3405992
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State or other jurisdiction of (I.R.S. Employer
incorporation or organization 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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Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
Units of Limited Partnership Interest New York Stock Exchange
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Securities registered pursuant to section 12(g) of the Act:
None
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Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of Units of Limited Partnership Interest ("Units")
held by non-affiliates of the registrant at March 15, 1996 (based on the closing
price at which the Units of Limited Partnership Interest were sold on the New
York Stock Exchange) was approximately $80,500,000.
The issuer is a limited partnership. There were 37,285,516 Limited
Partnership Interests outstanding at March 15, 1996.
Page 1 of 56
PART I
ITEM 1. BUSINESS.
HISTORICAL
New England Investment Companies, L.P. ("NEIC" or the "Partnership")
results from the contribution by New England Mutual Life Insurance Company ("New
England Mutual"), on September 15, 1993, of the businesses and substantially all
of the assets of New England Investment Companies, Inc. (a wholly-owned indirect
subsidiary of New England Mutual) to Reich & Tang L.P. ("Reich & Tang"), a
publicly traded limited partnership listed on the New York Stock Exchange.
At the time of this transaction, characterized herein as an
acquisition, a new corporation named New England Investment Companies, Inc.
became the sole general partner of the Partnership, succeeding Reich & Tang,
Inc. ("RTI"). New England Investment Companies, Inc. (the "General Partner") is
a wholly owned subsidiary of New England Mutual. As of March 15, 1996, New
England Mutual beneficially owned all of the Partnership's general partnership
units ("GP Units") and approximately 20.8 million (56%) of the Partnership's
limited partnership units ("Units").
GENERAL
The Partnership is a major investment manager that offers a broad
array of investment management products and styles across a wide range of asset
categories to institutions and individuals. NEIC operates through eight
investment management firms (the "Investment Management Firms") and five
distribution and consulting firms (the "Distribution and Consulting Firms" and,
together with the Investment Management Firms, the "Firms" or "Subsidiaries").
NEIC's assets under management include domestic and international fixed income
and equity securities, real estate, money market funds and options.
The Partnership's strategy is to capitalize on growth opportunities
for investment management services in the institutional, mutual fund and private
client markets. It offers its clients investment management services through a
decentralized organization that enables its firms to implement their own
distinct investment specialties and philosophies. The Partnership believes this
approach fosters an entrepreneurial environment which encourages the development
of new, innovative investment management products and services, while
maintaining access to the significant resources of the larger organization. The
Partnership supports the Firms' existing businesses and new initiatives that
demonstrate substantial potential for growth in assets under management by
allocating capital and other resources to those businesses and initiatives. In
addition, the Partnership and the Firms identify opportunities for joint
marketing efforts, enhanced distribution of investment products (such as mutual
funds) and operational efficiencies across the organization.
The Investment Management Firms are primarily responsible for
developing and implementing their own investment philosophy, business plans and
management fees. Each Investment Management Firm manages its business
independently on a day-to-day basis and maintains an image and identity that is
separate from both the Partnership and the other Investment Management Firms.
The Partnership makes available distribution, consulting and
administrative services which the Investment Management Firms draw upon as
needed. These services include assistance in marketing and product development,
primarily on behalf of its smaller Investment Management Firms. The Partnership
also provides several of the firms with certain financial, legal, management
information, employee benefits and administrative support services.
The Partnership seeks to grow by expanding the Investment Management
Firms' capabilities; increasing and focusing its marketing efforts; selectively
expanding its distribution channels; and selectively pursuing the acquisition of
investment management firms.
In August 1995, New England Mutual, NEIC's largest investor and sole
shareholder of the General Partner, announced an agreement to merge (the
"Merger") with Metropolitan Life, with Metropolitan Life to be the surviving
entity. This merger, which is subject to various policyholder and regulatory
approvals,
2
is expected to take place in the first half of 1996. See Item 1, The Proposed
Merger of New England Mutual and Metropolitan Life.
ACQUISITION STRATEGY
The Partnership seeks to increase cash flow and unitholder
("Unitholder") distributions through internal growth and the acquisition of
investment management firms serving institutional and individual clients. The
Partnership generally seeks acquisitions that are expected to be "accretive,"
meaning that the acquisition would be expected to increase cash flow available
for distribution to Unitholders. The Partnership has identified several key
aspects of its general acquisition strategy.
In accordance with this strategy, the Partnership expects to preserve
the independent identity of acquired firms, which (as in the case of the current
Investment Management Firms) would operate with substantial autonomy, retaining
control of investment decisions, investment philosophy and day-to-day
operations. The Partnership would generally have minority representation on the
board managing the acquired firm, but the firm's executive personnel would be
responsible for reviewing their firm's results, plans and budgets. Key employees
would generally be expected to continue as active participants in the acquired
business under employment agreements executed at the time of acquisition.
The Partnership is prepared to consider various types of financial
arrangements with the owners of the acquired firm, depending on their
circumstances. The Partnership believes that, in many situations, its current
and expected future ability to operate by means of flow-through entities for tax
purposes will permit a significant majority of cash flow to be preserved for the
principals of the acquired firm through the ownership of Units and through
tailored incentive plans. This ability may be particularly helpful in permitting
the owners of firms currently structured as flow-through entities (partnerships
and "S" corporations) to achieve diversification while maintaining cash flow.
Under the Partnership's strategy for possible acquisitions, key
employees of acquired firms may be compensated through firm profit-sharing plans
and Partnership Unit option plans. A portion of the acquired firm's profit or
revenue may be retained for management, subject to later exchange for Units or
cash pursuant to a prearranged formula. In this way, the next "generation" of
management will have the opportunity to participate in the growth of the firm,
while the current principals retain a portion of their cash flow interest
directly in the firm.
The Partnership may provide support to acquired firms in appropriate
situations, through capital advances (for internal growth or the acquisition of
compatible businesses) and through services provided by the Distribution and
Consulting Firms, including mutual fund and institutional marketing.
Recently the market for investment management firms has been
relatively active, with many firms seeking to be acquired or forming strategic
partnerships. At the same time, the competition to acquire successful firms has
increased significantly. The success of the Partnership's acquisition strategy
will depend on its ability to offer terms competitive in the marketplace. The
1995 acquisition of Harris Associates L.P. (the "Harris Acquisition") is an
example of the Partnership's implementation of its strategy. The Partnership
continues to actively evaluate investment management firms for potential
acquisition as part of its growth strategy.
3
ASSETS UNDER MANAGEMENT AND ASSET CLASSES
The following table summarizes the Partnership's assets under management as
if the acquisition of Reich & Tang and the Harris Acquisition had occurred on
January 1, 1991:
AT DECEMBER 31, (a)
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1991 1992 1993 1994 1995
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(in millions)
Institutions:
Fixed Income and Equity $31,250 $32,686 $38,024 $40,642 $50,180
Real Estate Assets 13,120 11,399 8,276 6,600 5,942
Mutual Funds 9,731 11,170 15,465 15,537 20,260
Private Accounts and Other 3,900 3,978 4,405 4,239 4,602
------- ------- ------- ------- -------
$58,001 $59,233 $66,170 $67,018 $80,984
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(a) Includes all assets under management for Capital Growth Management Limited
Partnership ("CGM") which, as of December 31, 1995, was 54% owned by the
Partnership. Assets are shown at net asset value except for real estate
which is shown at gross asset value.
PRIMARY MARKETS
The two primary markets for the investment management services offered by
NEIC's Investment Management Firms are the institutional and mutual fund
markets. Several of the Investment Management Firms also accept individually
managed private accounts for high net worth individuals.
The Institutional Market. The institutional market for investment management
services includes corporate, government and labor union pension plans,
charitable endowments and foundations and corporations purchasing investment
management services for their own account. All of NEIC's Investment Management
Firms serve the institutional market.
The Partnership's Investment Management Firms market their services to the
institutional market through a number of channels. Several of the Investment
Management Firms employ full-time marketing or client relations specialists to
serve the institutional market while others receive marketing assistance from
the Partnership and New England Investment Associates ("NEIA"), one of the
Distribution and Consulting Firms. The Partnership believes that significant
cross-marketing opportunities exist within each Investment Management Firm,
particularly with respect to the large client and consultant-driven markets. In
addition to the efforts of full-time marketing professionals, senior management
personnel and investment professionals at most of the Investment Management
Firms actively market their respective firm's services to institutional clients.
Mutual Funds. The Partnership's Investment Management Firms advise or sub-
advise a total of eighty-two open-end mutual funds, the great majority of which
are grouped into six fund "families" and are marketed through a variety of
channels, as set out below.
The Reich & Tang Funds consist of two fixed income, two equity and sixteen
money market funds marketed on a no-load basis. The money market funds are
offered primarily on a "private label" basis through financial intermediaries to
their customers. At December 31, 1995, the total assets managed by the Reich &
Tang Funds were approximately $6.5 billion, all of which are managed by Reich &
Tang Mutual Funds or Reich & Tang Capital Management.
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The New England Fund Group consists of ten fixed income, eight equity, one
balanced and three money market funds marketed on a commission basis through
broker-dealers, including New England Securities, which serves as broker-dealer
for the New England Mutual insurance agent field force. At December 31, 1995,
the total assets sub-advised by various of the Investment Management Firms were
approximately $5.4 billion.
The Oakmark Funds consist of five equity funds managed by Harris Associates
L.P. marketed on a no-load basis. At December 31, 1995, total assets managed by
The Oakmark Fund Group, all of which are managed by Harris, were approximately
$4.1 billion. The group includes the $3.3 billion Oakmark Fund and the $0.8
billion Oakmark International Fund. In October 1995, Harris Associates L.P.
added three new no-load equity funds to its family of funds.
The CGM Funds consist of two fixed income, two equity and one balanced fund
marketed on a no load basis. At December 31, 1995, total assets managed by the
CGM Funds, all of which are managed by CGM, were approximately $1.7 billion.
The New England Zenith Funds, managed by the Partnership's Investment
Management Firms, consist of one fixed income, six equity, two managed (multi-
sector) and one money market fund which serve as investment vehicles for
variable annuity and variable life insurance products issued by New England
Mutual and an affiliate and sold through broker-dealers, including New England
Securities. At December 31, 1995, total assets sub-advised for New England
Zenith Funds by the Partnership's Investment Management Firms were approximately
$1.6 billion.
The Loomis Sayles Funds consist of five fixed income and four equity funds
managed by Loomis Sayles and are marketed on a no-load basis to individuals who
are clients of Loomis Sayles and others. At December 31, 1995, total assets were
approximately $0.6 billion.
In addition, the Investment Management Firms sub-advise eleven funds not
included in the above groups with total assets of $0.4 billion at December 31,
1995.
INVESTMENT MANAGEMENT FIRMS
NEIC has eight Investment Management Firms, each of which follows an
independent investment strategy and philosophy. The following is a brief
description of their respective businesses.
Loomis, Sayles & Company, L.P. ("Loomis Sayles"). Loomis Sayles was
established in 1926 and was acquired by New England Mutual in 1968. At December
31, 1995, Loomis Sayles managed more than one-half of all assets managed by the
Investment Management Firms.
Loomis Sayles actively manages portfolios of publicly traded fixed-income
securities, equity securities, options and other financial instruments for a
client base consisting of institutional clients (with the largest client groups
being corporate, governmental and union pension funds), endowments and
foundations, and third-party corporate investment portfolios. Loomis Sayles also
manages assets for private accounts for high net worth individuals and mutual
funds, and launched the Loomis Sayles Funds in May 1991.
Loomis Sayles has offices in twelve cities nationwide. Each office maintains
its own independent investment strategies and styles tailored to its particular
investment expertise and client mix, subject to the requirement that portfolios
generally be constructed from securities which are followed by Loomis Sayles'
centralized research group. Loomis Sayles utilizes an internal national
marketing group to supplement and coordinate the marketing efforts of the
professionals in the various offices, to broaden the firm's geographic
representation, and to better focus on Loomis Sayles' relationships with major
investment management consultants.
5
Harris Associates L.P. ("Harris"). Founded in 1976, Harris is a Chicago-
based investment advisory firm with institutional, private client and multi-
manager product offerings. Harris also serves as the investment advisor for the
Oakmark Fund Group. Prior to its acquisition on September 29, 1995, Harris was a
privately held partnership. Harris mostly manages equity securities and
generally follows a value approach to investing.
Back Bay Advisors, L.P. ("Back Bay"). Organized in 1986 as a spin-off from
New England Mutual, Back Bay manages mutual funds in two of the Partnership's
mutual fund groups as well as investment portfolios for the New England Mutual
general account ("General Account") and a limited number of other institutional
investors. Back Bay's principal investment specialty is fixed-income management
with an emphasis on intermediate term, low volatility, higher quality
portfolios.
Copley Real Estate Advisors, Inc. ("Copley"). Organized by New England
Mutual in 1981, Copley provides real estate investment services to New England
Mutual, tax exempt institutional investors and others. Copley's tax-exempt
investment clients typically participate in one or more of the several pooled
funds sponsored by Copley, although some have entered into direct management
contracts with Copley. Copley also manages a real estate investment trust and
real estate limited partnerships designed for and distributed to individual
investors.
Copley's traditional value-added approach to client investing typically
emphasizes development joint ventures with local real estate firms. Copley's
strategy also concentrates on certain geographic markets. Copley has
traditionally focused on selected property classes, including industrial and
warehouse facilities, research and development facilities, residential
developments, suburban office parks and undeveloped land. Copley's properties
encompass industrial, office, single-family residential, multifamily, retail and
land. See also Item 1, Services Involving Real Estate.
Reich & Tang Mutual Funds ("R&T Mutual Funds"). Started in 1974, R&T Mutual
Funds manages mutual funds that are marketed primarily through brokerage houses
and regional commercial banks, many of which offer the funds to customers as
their own "private label" products. In addition, it acts as administrator for
mutual funds advised by others and for the equity funds managed by R&T Capital
Management.
Reich & Tang Capital Management ("R&T Capital Management"). Established in
1970, R&T Capital Management manages mutual funds, private investment
partnerships and equity securities for institutions and individuals. R&T Capital
Management emphasizes fundamental research and its philosophy is to seek
investment opportunities in companies with small to medium market
capitalization, strong management, significant market share and relatively low
risk.
Westpeak Investment Advisors, L.P. ("Westpeak"). Established in 1991,
Westpeak provides customized quantitative equity management for institutional
investors, such as pension plans, foundations, and endowments, including assets
of New England Mutual and of mutual funds.
In 1995, the Partnership converted its equity in two smaller investment
management firms, which together managed $437 million in assets at December 31,
1995, into carried interests.
Other Investment Management Firms
Capital Growth Management Limited Partnership ("CGM"). CGM provides
investment management services for mutual funds and for a limited number of
large institutions and individual clients. CGM follows primarily an aggressive,
growth-oriented strategy. CGM was established in 1990 through a spin-off of its
operations from Loomis Sayles. As of December 31, 1995, the Partnership held a
54% limited partnership interest in CGM. The remaining interest is primarily
held by its corporate general partner which is owned by CGM's principals, who
are obligated to apply a defined portion of their CGM earnings to purchase
additional partnership interests from the Partnership at a pre-determined
formula price until such time as the Partnership's ownership interest is reduced
to 50%, which is expected to occur in 1996. The Partnership regards its interest
in CGM as a passive investment and accounts for this interest using the equity
method.
6
New England Funds Management, L.P. ("NEFM"). Established in 1995, NEFM serves as
the investment advisor for all funds in the New England Funds Group, twenty of
which are solely sub-advised by, and two of which are partially sub-advised by,
other investment management firms.
DISTRIBUTION AND CONSULTING FIRMS
NEIC and its five Distribution and Consulting Firms provide the Investment
Management Firms with a network of distribution, marketing and administrative
services.
New England Funds, L.P. ("NEF"). NEF serves as the distributor, transfer
agent and administrator of the twenty-two mutual funds in the New England Fund
Group. NEF is registered with the Securities and Exchange Commission (the
"Commission") as a broker-dealer and transfer agent. It is responsible for
product development, marketing, and shareholder services and relations for the
New England Funds Group, which had approximately 344,000 shareholder accounts at
December 31, 1995.
NEF distributes mutual funds through the retail sales network of New England
Securities Corporation ("NES"), a broker-dealer subsidiary of New England Mutual
and through unaffiliated broker-dealers. NEF has devoted significant efforts to
building stable, long-term relationships with regional and national brokerage
firms.
New England Investment Associates, Inc. ("NEIA"). Established in 1989, NEIA
provides institutional marketing and consulting services to the Partnership and
certain of the Investment Management Firms. NEIA also assists the Partnership in
identifying and designing new product opportunities which may be offered through
existing subsidiaries, new ventures or acquired companies.
Reich & Tang Distributors L.P. ("R&T Distributors"). R&T Distributors serves
as the distributor for all of the Reich & Tang Funds. It operates primarily as a
"wholesaler" of fund shares to financial intermediaries, who have direct contact
with the funds' retail shareholders.
Reich & Tang Services L.P. ("R&T Services"). R&T Services acts as transfer
agent with respect to approximately 279,000 shareholder accounts in the Reich &
Tang Funds at December 31, 1995.
Graystone Partners L.P. ("Graystone"). Graystone serves as a consultant and
marketing agent with respect to asset allocation and management services
provided to individuals and families of substantial wealth.
INVESTMENT MANAGEMENT AGREEMENTS AND FEES
Services to Clients Other than New England Mutual. The investment management
accounts of the Partnership's Investment Management Firms generally are managed
pursuant to written investment management agreements with clients which, with
very limited exceptions, are terminable at any time or upon relatively short
notice (typically 30-60 days) by either party. Copley's investment management
contracts are generally either with New England Mutual on behalf of one of its
segregated asset accounts, or with a partnership in which Copley or its
principal subsidiary serves as a general partner.
Services generally are offered on a discretionary basis, where an Investment
Management Firm would make the investment decisions for the assets under
management, and in certain cases on an advisory basis, where the firm recommends
securities and investment policies and strategies to its clients. The
Partnership's Investment Management Firms' contracts may not be assigned without
the consent of the client. Investment management agreements with mutual funds
may be terminated at any time by the fund upon 60 days' notice, and terminate
automatically in the event of their assignment. For purposes of all contracts
entered into by those Investment Management Firms which are investment advisors
registered with the Commission, "assignment" of investment management contracts
is defined to include certain changes in ownership of the Partnership (or New
England Mutual) or the Investment Management Firms themselves.
In providing investment management services, the Partnership's Investment
Management Firms are principally compensated on the basis of fees calculated as
a percentage of assets under management. For
7
the Investment Management Firms other than Copley, the fee schedules typically
provide lower incremental fees above certain levels of managed assets.
Management fees for mutual funds are calculated based upon the fund's
average daily net assets. Fees paid by a fund are negotiated between the fund's
advisor and the fund's board of trustees or directors, including a majority of
those who are disinterested. Subsequent changes in the fees must generally be
approved by the fund's shareholders. As a practical matter, mutual fund fees are
revised infrequently, and fee negotiations are influenced by competitive forces
in the mutual fund industry.
Services to New England Mutual General Account. As of December 31, 1995
certain of the Investment Management Firms managed approximately $6.8 billion of
New England Mutual's General Account assets. These services were provided
principally under separate investment management agreements (the "Management
Agreements") with several of the Investment Management Firms and contain annual
fee rates depending upon the class of asset advised and investment objectives.
NEIC earned $15.0 million under this agreement in 1995. NEIC also earned $1.5
million in 1995 under a special incentive fee arrangement for the sale of real
estate assets, in support of New England Mutual's General Account portfolio
reallocation goals. For 1996, the Management Agreements have been amended to
effect minor variations in the annual fee rates in effect based on current
market rates and to set the aggregate minimum fee payable at $13.0 million.
Additionally, there is an opportunity to continue to earn special incentive fees
if real estate assets are sold to unaffiliated buyers. Although the Management
Agreements can be terminated and assets can be allocated to outside managers,
the $13.0 million minimum fee for 1996 is payable to NEIC in the absence of a
material breach of the Management Agreements. Any future rate changes will be
negotiated, and management expects that such negotiated rates will be
competitive in the market at such time.
Services Involving Real Estate. As a real estate investment manager, Copley
is subject to a number of special considerations. From 1990-1993, Copley
experienced declines in assets under management and related fee income primarily
due to the sale of real estate and the withdrawal of Copley as a manager of a
$1.2 billion pooled fund ("PCIG"). This decline was accentuated at Copley
because its investment program featured developmental real estate and the use of
leverage, and because approximately 33% of its advised real estate was located
in Southern California. In addition, Copley's largest client, New England
Mutual, embarked in 1990 on a program to reallocate a significant amount of its
real estate assets to other asset classes.
The difficult real estate investment market of the late 1980's and early
1990's resulted in Copley's primary focus being placed on the management of its
existing portfolios and a limited emphasis being placed on new business
opportunities. However, real estate appears to have stabilized, including real
estate in Southern California. Also in 1995, all of Copley's noninstitutional
real estate limited partnerships had positive annual returns and three out of
the four institutional portfolios had positive annual returns. Also, in 1995,
Copley raised over $200 million in new equity capital for two new major real
estate initiatives and was involved in new product development and new
acquisitions for existing funds.
Although a majority of Copley's client portfolios do not currently permit
client withdrawal, several significant portfolios are now subject to or over the
next five years will become open to client requests for withdrawals.
Although Copley primarily serves as investment manager rather than an owner
of real estate, Copley or an affiliate serves as general partner with respect to
many of the investment funds sponsored by Copley. As a result, Copley or its
affiliate might have potential liability for tort and environmental claims, and,
in a limited number of cases, for debt related to the real estate portfolios.
Copley has taken specific steps to manage these contingencies and believes there
are generally several sources of prior responsibility for these potential
liabilities. Copley is a defendant in litigation relating to one of the
portfolios it formerly advised, as to which it has received indemnification from
New England Mutual. See Item 3, "Legal Proceedings".
COMPETITION
The investment management business is highly competitive. NEIC and the
Investment Management Firms compete with a large number of investment management
firms, commercial banks, insurance
8
companies and others, many of which are larger and have access to greater
resources. Furthermore, in some instances the Investment Management Firms may
compete with one another and with New England Mutual for client assets.
NEIC believes that the most important factors affecting its competition for
clients are: the abilities, performance records and reputations of investment
managers; the ability to hire and retain key investment managers; the
effectiveness of marketing and client services programs; the development of new
investment strategies and information technologies; and competitiveness in fees.
The Partnership's competitive position also is dependent, in part, on the
relative attractiveness of the types of investment products offered and the
investment philosophies, strategies and methods of the various Investment
Management Firms under prevailing market conditions.
A large number of mutual funds are sold to the public by investment
management firms, broker-dealers, insurance companies and banks in competition
with mutual funds sponsored by the Partnership. The retention of client assets
is dependent on investment performance and shareholder account service. The
retention of assets in load mutual funds, which the New England Fund Group has
traditionally offered, is dependent to a significant degree on the ability to
attract, retain and compensate retail brokerage salespersons, including both
unaffiliated brokers and participating insurance agents in New England Mutual's
agent field force.
REGULATION
The Partnership is subject to extensive governmental regulation and
supervision in much of its operations. The Partnership and the Investment
Management Firms are subject to the Investment Advisers Act of 1940, as amended
(the "Investment Advisers Act") and the mutual funds that they advise,
distribute or administer are subject to the Investment Company Act of 1940.
Various Partnership entities are also subject to: the net capital and other
requirements of broker-dealer registration under the Securities Exchange Act of
1934; commodity trading advisor and commodity pool operator regulation by the
Commodity Futures Trading Commission; federal and state laws regulating
securities and insurance product offerings; and state laws and regulations
regarding investment advisors, broker-dealers and other financial
intermediaries. In addition, the Investment Management Firms are subject to the
Employee Retirement Income Security Act of 1974, as amended ("ERISA"), and to
regulations promulgated thereunder, insofar as they are "fiduciaries" under
ERISA with respect to their clients.
Because New England Mutual owns the General Partner and has a significant
ownership interest in the Partnership, Massachusetts law relating to the
subsidiaries of life insurance companies may apply to the business activities
conducted by the Partnership. After the proposed Merger of New England Mutual
into Metropolitan Life, Metropolitan Life succeeds to such ownership interests
and New York Law may have similar application. However, in neither case is this
expected to impose any limitations on the scope or nature of the Partnership's
business activities.
The laws and regulations relating to the Partnership's business generally
grant supervisory agencies and bodies broad administrative powers, including the
power to limit or restrict any of the firms or individuals associated with such
firms from conducting their business in the event that they fail to comply with
such laws and regulations. In addition, changes in these laws or regulations
could have a material adverse impact on the profitability and mode of operations
of the Partnership and the Firms.
EMPLOYEES
As of December 31, 1995, the Firms (other than CGM) employed approximately
1,000 persons. NEIC believes that, overall, its relations with its employees are
satisfactory. Employees are compensated with a combination of salary,
discretionary or performance-based bonus, profit sharing and fringe benefits.
NEIC has sought to retain its senior employees through compensation arrangements
which it believes are competitive in the industry.
9
POSSIBLE FUTURE RESTRUCTURING OF THE PARTNERSHIP
The Partnership will cease to be classified as a partnership for federal
income tax purposes, and will be treated as a corporation, immediately after
December 31, 1997 (or sooner if the Partnership adds a substantial new line of
business or otherwise fails to satisfy certain requirements) unless the
Partnership ceases to be publicly traded prior to that time. In view of the
potentially adverse tax consequences to certain Unitholders, including New
England Mutual, of such a change in tax classification ("Change of Tax Status"),
the Partnership Agreement confers on the General Partner broad authority to
effect a restructuring ("Restructuring") of the Partnership, subject to a
standard of good faith on the part of the General Partner.
The range of possibilities for a Restructuring is broad. Under all possible
forms, however, all Unitholders will, independent of tax consequences, continue
their respective proportionate participation in the earnings of the
Partnership's business. Under several possible forms, however, different
Unitholders may participate through different entities. Management believes that
it is likely that Non-Public Partners (which generally includes New England
Mutual, RTI and other significant Unitholders which have contributed appreciated
property to the Partnership as a result of an acquisition by the Partnership)
would hold their interests through a private partnership where distributions to
owners would not be subject to entity level tax. Management also believes that
it is likely that Public Partners (which generally includes all Unitholders
other than Non-Public Partners) would participate through an entity which is
taxable as a corporation in order to preserve public market liquidity for their
interests. Other forms of Restructuring might not involve disparate tax results
for the Public and non-Public Partners.
The General Partner expects that any Restructuring would provide holders of
publicly traded Units with the ongoing benefit of public market liquidity for
their interests in the Partnership's business. While the partnership agreement
(the "Partnership Agreement") provides that the General Partner may impose
restrictions on transfer as part of a Restructuring (which may have the effect
of preserving the Partnership's tax status as a partnership), the General
Partner believes that trading restrictions will not be necessary.
The General Partner is obligated, in determining the form any Restructuring,
to seek to accomplish certain objectives in a specified order of priority. These
objectives include: (i) to prevent New England Mutual, and any other partners
that may have contributed appreciated property to the Partnership, from
recognizing taxable gain as a result of a Change of Tax Status of the
Partnership; (ii) to prevent, to the extent reasonably practicable, the interest
of New England Mutual and other non-Public Partners from being subject, directly
or indirectly, to corporate-level federal income taxes; (iii) to preserve, to
the extent reasonably practicable, a public market for the Public Partners'
interests in the Partnership (or successor or affiliated entity) following a
Change of Tax Status or Restructuring; and (iv) to preserve, to the extent
reasonably practicable, the ability of non-Public Partners to dispose of all or
part of their interests in the Partnership (or a successor or affiliated entity
that has publicly tradable interests) in the public market.
The General Partner may seek to accomplish the foregoing objectives through
a variety of actions, including without limitation the transfer of business
assets of the Partnership to existing or new affiliated entities, the mandatory
exchange of Units for interests in such affiliated entities and, as discussed
above, the imposition of restrictions on the transferability of interests in the
Partnership or affiliates of the Partnership, provided that no Restructuring may
subject a Unitholder to liability to Partnership creditors without such
Unitholder's consent. There can be no assurance that a Restructuring would in
fact achieve any of the Partnership objectives. In addition, the Partnership
Agreement relieves the General Partner and its affiliates from any fiduciary or
other duties to the Partnership or any other Partner for any actions taken or
omitted by the General Partner in good faith with respect to a Restructuring.
The General Partner may commence or effect a Restructuring at any time.
However, unless it believes that a Change of Tax Status would otherwise occur
prior to January 1, 1998, no Restructuring may be effected which will, prior to
December 31, 1997, (i) restrict the transferability of Units held by the public,
(ii) subject interests in the Partnership to corporate-level tax; or (iii) limit
the access of non-Public Partners to the public trading market for the Units.
10
THE PROPOSED MERGER OF NEW ENGLAND MUTUAL AND METROPOLITAN LIFE
In August 1995, New England Mutual announced an agreement to merge (the
"Merger") with Metropolitan Life, with Metropolitan Life to be the surviving
entity. This merger, which is subject to various policyholder and regulatory
approvals, is expected to take place in the first half of 1996. Metropolitan
Life is the second largest life insurance company in the United States in terms
of total assets, having assets of over $130 billion (and adjusted capital of
over $8 billion) as of June 30, 1995. Incident to the Merger, New England
Mutual's ownership interests in NEIC and the General Partner will be transferred
to Metropolitan Life, and Metropolitan Life will assume the various contractual
obligations of New England Mutual to NEIC and the Firms. This transaction will
constitute a technical "change of control" of NEIC under federal securities law.
As a consequence, the Investment Management Firms are in the process of
soliciting the consent of individual investment advisory clients and the
reapproval by mutual fund shareholders of investment management contracts with
the funds they advise.
The transfer of New England Mutual's interest in NEIC to Metropolitan Life
incident to the proposed merger is expected to cause a technical termination and
reconstitution of NEIC as a partnership for federal income tax purposes. Were
this to occur, management expects to preserve to public unitholders
substantially all of the benefits of amortization tax deductions that they would
have enjoyed if the termination had not occurred. Termination, if it occurred,
would have no effect on NEIC continuing its status as a master limited
partnership.
Copley serves as investment manager of a number of New England Mutual
separate accounts, holding interests in real estate for third party clients. The
proposed merger may constitute a transfer of these interests in certain
circumstances resulting in the incurrence of additional expenses at the separate
accounts and a possible need to refinance debt relating to certain properties.
Copley and New England Mutual are developing a plan to deal with these matters
and to protect the interests of Copley and its clients. NEIC does not expect any
material adverse financial consequences resulting from this transfer.
FORWARD-LOOKING STATEMENTS
From time to time, management of the Partnership may make written or oral
statements that express its views on the Partnership's future performance. As
with any forward-looking statement, these statements should be considered in
light of certain risks and uncertainties that may cause actual results to vary
materially from what had been anticipated. These important factors include the
following:
Conditions Affecting Fee Revenues. The Partnership's revenues, cash flows and
earnings may be adversely affected by shifts in client preferences toward
classes of assets that produce lower fees or by a decline in assets under
management resulting from changing economic conditions or the performance of the
capital markets generally.
Reliance on Key Personnel. The departure of key personnel, such as skilled
portfolio managers or employees responsible for significant client
relationships, could have a material adverse effect on the Partnership's results
of operations.
Competition. The Partnership may experience losses due to the highly competitive
nature of its business. The performance of accounts managed by NEIC's Firms as
compared to the performance of competitors' accounts or the market generally,
the abilities and reputations of NEIC's Firms and the relative attractiveness of
the types of investment products, philosophies and strategies offered by NEIC's
firms impact the Partnership's ability to increase and retain assets under
management.
Regulatory and Legal Factors. NEIC's business may be affected by developments or
changes in the regulation of its Firms or its Firms' clients or other legal
developments.
Tax Considerations. Tax benefits, if any, resulting from the classification of
the Partnership as a partnership depend on many circumstances that are beyond
NEIC's control. Changes in the law, any termination of the Partnership
(technical or otherwise), certain transfers of Units and certain changes in the
market price of NEIC's Units all are occurrences, among others, that may affect
NEIC's results or taxable income reported to Unitholders. NEIC's status as a
limited partnership for federal income tax purposes is currently scheduled to
expire at the end of 1997.
11
ITEM 2. PROPERTIES.
The Partnership and Firms collectively occupy approximately 400,000 square
feet of leased space in various locations, including 200,000 square feet in
Boston, Massachusetts, 50,000 square feet in New York, New York and 75,000
square feet in Chicago, Illinois. In addition, space is leased by various of the
Firms in a number of locations in major U.S. cities.
ITEM 3. LEGAL PROCEEDINGS.
The Partnership and its Firms are subject to no material legal proceedings
except as set forth below.
On July 30, 1993, the Washington State Investment Board (the "SIB") filed
suit against New England Mutual and Copley (the "Defendants") in the Superior
Court of the State of Washington for Thurston County. The SIB's suit alleges
that certain Washington State public employee retirement funds for which it has
investment responsibility have lost over $600 million of the $800 million they
invested in Prentiss Copley Investment Group ("PCIG"), a closed-end, commingled
fund managed by Copley, which owns commercial real estate and certain other real
estate ventures advised by Copley. The suit seeks rescission of the investments
and repayment of the amounts invested, or, alternatively, money damages, plus
interest, attorneys' fees and costs, together with disgorgement of fees and
profits received by the Defendants.
Also on July 30, 1993, the State Teachers Retirement System of Ohio (the
"Ohio Board") filed suit against the Defendants in the U.S. District Court for
the Southern District of Ohio. The Ohio Board alleges that it has lost all or
substantially all of the value of its $50 million investment in PCIG and seeks
restoration of that amount plus interest and disgorgement of profits, as well as
attorneys' fees and costs.
In general, the Ohio Board and the SIB suits allege breach of fiduciary
duty, breach of contract, gross negligence and misrepresentation and violation
of various state statutes. Both plaintiffs have demanded jury trials. The
Defendants have filed answers to both suits denying all liability and raising a
number of affirmative defenses.
Previous actions raising many of the same issues as the SIB action had been
filed by individuals alleging to be beneficiaries of the Washington State
retirement plans involved in the SIB action. The dismissal of these actions by
the U.S. District Court for the Western District of Washington was appealed by
the plaintiffs to the United States Circuit Court of Appeals for the Ninth
Circuit, which affirmed the District Court's dismissal.
The Defendants intend to defend the actions vigorously. New England Mutual
has agreed to indemnify Copley against any and all liability and expense arising
out of these suits or out of other claims or actions relating to the SIB
retirement plans' or the Ohio Board's investments (and pursuant to the agreement
is currently paying all expenses of the pending actions). Management believes
that significant losses as a result of these suits are remote and should not
have a material adverse effect on the financial condition, results of operations
and cash flows of the Partnership. Management has based its conclusion on its
assessment of the merits of the cases, the current status of the cases, the
background of the litigation, and, in light of these factors, New England
Mutual's, and, subsequent to the Merger, Metropolitan Life's agreement to
indemnify Copley for its expenses and liabilities, if any.
NEIC and its Subsidiaries are from time to time involved in various legal
proceedings and claims incurred in the conduct of their investment businesses.
These include two instances of client dissatisfaction expressed to Loomis, one
involving purported losses of $22 million claimed to have arisen from the
purchase of certain securities and the other involving losses as a result of an
options overwrite program. No litigation has been commenced in either situation.
However, if litigation is commenced, Loomis believes it has meritorious defenses
and will vigorously contest both allegations of liability and damages.
Management believes that these claims and the other claims and legal proceedings
will not have a material adverse effect on NEIC's financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
No matter was submitted to a vote of Unitholders during the fourth quarter
of 1995.
12
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
UNIT INFORMATION
- ----------------
NEIC's Units are listed on the New York Stock Exchange under the symbol
"NEW." High and low sales prices for the Units together with distributions
declared for the years ended December 31, 1995 and 1994 were as follows:
DISTRIBUTIONS
1995 HIGH LOW DECLARED
---- ---- --- -------------
First Quarter $18 3/8 $15 3/8 $0.42
Second Quarter 18 3/4 16 1/4 0.44
Third Quarter 22 3/8 18 1/2 0.44
Fourth Quarter 21 3/8 20 0.48
DISTRIBUTIONS
1994 HIGH LOW DECLARED
---- ---- --- -------------
First Quarter $23 5/8 $19 1/4 $0.42
Second Quarter 20 3/8 17 3/4 0.42
Third Quarter 20 1/2 17 7/8 0.42
Fourth Quarter 19 1/2 15 1/8 0.42
On March 15, 1996, the closing price of the Units on the New York Stock
Exchange was $23 3/8 per Unit. As of such date, NEIC had approximately 3,600
Unitholders of record. On March 19, 1996, a distribution of $0.48 per Unit was
declared payable on May 15, 1996 to unitholders of record on March 31, 1996.
13
DISTRIBUTION POLICY
- -------------------
The Partnership intends to distribute to Unitholders substantially all of
its operating cash flow ("Operating Cash Flow") not required for normal business
operations and working capital needs, including support of the Partnership's
growth strategy. Management defines Operating Cash Flow per Unit as net income
per publicly held LP Unit ("Public Unit") plus amortization of intangible assets
adjusted for any other significant non-cash items. Management does not consider
capital gains as part of Operating Cash Flow.
The following calculation of Operating Cash Flow per Unit for the years ended
December 31 should be read in conjunction with the historical financial
statements of NEIC, and the notes thereto, included in Item 8. Operating Cash
Flow per Unit should not be construed as an alternative to net income per Public
Unit or as an alternative to cash flow from operating activities as reported in
the Consolidated Statement of Cash Flows in the audited financial statements.
1994 1995
------- -------
PER UNIT
--------
Net income per Public Unit $ 1.13 $ 1.73
Add: Amortization of intangible assets (1) 0.32 0.44
Mutual fund support charge (2) 0.48 -
Less: Capital gains (0.15) (0.14)
-------- --------
Operating Cash Flow $ 1.78 $ 2.03
------- -------
Distributions Declared $ 1.68 $ 1.78
------- -------
Weighted Average Units Outstanding (in thousands) (3) 31,992 33,824
-------- --------
- --------------------
(1) Amortization of intangible assets is a non-cash expense and does not reduce
amounts available for cash distributions to Unitholders.
(2) The mutual fund support charge of $15.3 million was incurred when U.S.
Government agency securities with a par value of $221.8 million were
purchased from three money market funds advised by Reich & Tang Mutual
Funds. The charge represents the difference between the purchase price, at
par, and the fair value of the securities, all of which were sold by the
Partnership by June 1995.
(3) Includes 1,940,828 Units that would be issued at market value, assuming the
deferred purchase consideration payment was made entirely in Units as
determined under a formula set forth in the acquisition agreement of
Harris.
The board of directors of the General Partner typically declares
distributions at its meeting during the last month of the quarter to which the
distribution relates, payable to Unitholders of record on the last day of the
quarter. Following any loss of the Partnership's current tax status as described
under Item 1, "Possible Future Restructuring of the Partnership," it is likely
that the distribution policy would be reviewed in light of the then applicable
scheme for taxation of the Partnership's business and its Unitholders.
14
ITEM 6. SELECTED FINANCIAL DATA.
SELECTED HISTORICAL FINANCIAL DATA
- -----------------------------------
The following historical financial data should be read in conjunction with
the historical financial statements of NEIC, and the notes thereto.
FOR THE YEAR ENDED DECEMBER 31
----------------------------------------------------------------------------
1991 1992 1993 1994 1995
-------- -------- ----------- ------------- --------
(in thousands, except per unit data)
STATEMENT OF INCOME DATA:
Revenues $147,626 $153,784 $ 178,720 $ 234,034 $280,258
Expenses 87,950 86,324 146,343 204,009/(6)/ 225,953
-------- -------- ---------- ------------- --------
Income before income taxes 59,676 67,460 32,377 30,025 54,305
Provision for income taxes 24,250 27,500 16,705 1,100 1,555
-------- -------- ---------- ------------- --------
Net income $ 35,426 $ 39,960 $ 15,672 $ 28,925/(6)/ $ 52,750
-------- -------- ---------- ------------- --------
DISTRIBUTIONS DECLARED $ 15,000 $ 20,000 $ 25,596 $ 53,745 $ 59,527
-------- -------- ---------- ------------- --------
NET INCOME PER PUBLIC UNIT n/m/(4)/ n/m/(4)/ $ 0.43 $ 1.13/(6)/ $ 1.73
-------- -------- ---------- ------------- --------
DISTRIBUTIONS DECLARED PER UNIT n/m/(4)/ n/m/(4)/ $ 1.56/(3)/ $ 1.68 $ 1.78
-------- -------- ---------- ------------- --------
AT DECEMBER 31,
----------------------------------------------------------------------------
1991 1992 1993 1994 1995
-------- -------- ----------- ------------- --------
(in thousands)
BALANCE SHEET DATA:
Total assets /(1)/ $141,011 $106,117 $ 295,355 $ 478,399 $520,873
Promissory notes - - - - 80,919
Deferred purchase consideration - - - - 41,000
Deferred compensation, benefits and other 65,697 28,904 15,736 16,800 17,666
Total liabilities 119,270 83,461 63,894 267,683 211,850
Partners' capital /(2)/ 21,741 22,656 231,461 210,716 309,023
ASSETS UNDER MANAGEMENT (in billions) /(5)/ $49.7B $50.4B $61.2B $61.3B $81.0B
- ----------------
/(1)/ Approximately $162 million of intangible assets resulted from the
acquisition of Reich & Tang in 1993 and approximately $219 million of
intangible assets resulted from the acquisition of Harris in 1995.
/(2)/ In 1993, partners' capital increased due to approximately $162 million of
intangible assets which resulted from the acquisition of Reich & Tang,
and by approximately $51 million due to capital contributions from New
England Mutual. In 1995, partners' capital increased by approximately $95
million due to the issuance of 5,366,898 newly issued Units to acquire
Harris on September 29, 1995.
/(3)/ 1993 distributions declared represent those of Reich & Tang prior to its
acquisition and by NEIC thereafter.
/(4)/ Not meaningful as the acquisition of Reich & Tang took place in September
1993.
/(5)/ Includes all assets under management for CGM which, as of December 31,
1995, was 54% owned by the Partnership. Assets are shown at net asset
value except for real estate which is shown at gross asset value.
/(6)/ 1994 results include a charge of $15.3 million for the purchase of U.S.
Government agency securities.
15
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION
GENERAL
- -------
Consolidated summary financial information of New England Investment Companies,
L.P. for the years ended December 31 follows (in thousands, except per unit
data).
1993 /(3)/ 1994 1995 /(4)/
-------- --------- --------
REVENUES
Management and advisory fees $159,307 $203,889 $240,123
Other revenues and interest income 15,450 25,399 35,423
Gain from partial sale of affiliate 3,963 4,746 4,712
-------- -------- --------
178,720 234,034 280,258
-------- -------- --------
EXPENSES
Compensation and benefits 89,592 108,286 131,155
Restricted unit plan compensation 6,962 7,187 5,843
Amortization of intangibles 3,305 10,961 14,801
Other 63,189 63,375 75,709
-------- -------- --------
163,048 189,809 227,508
-------- -------- --------
INCOME BEFORE SUPPORT CHARGE 15,672 44,225 52,750
Mutual fund support charge - 15,300 -
-------- -------- --------
NET INCOME $ 15,672 $ 28,925 $ 52,750
-------- -------- --------
NET INCOME PER PUBLIC UNIT $ 0.43 $ 1.13 $ 1.73
-------- -------- --------
OPERATING CASH FLOW/ (1)/ n/m /(5)/ $ 57,627 $ 68,682
--------- -------- --------
OPERATING CASH FLOW PER PUBLIC UNIT/(1)/ n/m /(5)/ $ 1.78 $ 2.03
--------- -------- --------
DISTRIBUTIONS DECLARED PER UNIT/(2)/ $ 1.56 $ 1.68 $ 1.78
-------- -------- --------
WEIGHTED AVERAGE UNITS OUTSTANDING 31,994 31,992 33,824
-------- -------- --------
- -------------------
/(1)/ Operating Cash Flow represents income before support charge plus
restricted unit plan compensation and amortization of intangibles reduced
by capital gains. Operating Cash Flow per Unit should not be construed as
an alternative to Net income per Public Unit or cash flow from operating
activities.
/(2)/ Distributions declared represent those of Reich & Tang prior to its
acquisition and by NEIC thereafter.
/(3)/ Includes the results of Reich & Tang effective September 15, 1993.
/(4)/ Includes the results of Harris effective October 1, 1995.
/(5)/ Not meaningful as the acquisition of Reich & Tang took place in September
1993.
16
STATEMENT OF INCOME FOR 1995 COMPARED TO 1994
- ---------------------------------------------
Net income of $52.8 million or $1.73 per Public Unit in 1995 increased $23.8
million (or 53% per Public Unit) as compared to net income of $28.9 million or
$1.13 per Public Unit in 1994. The increase primarily reflects a $19.7 billion
increase in assets under management in 1995. Included in the 1994 results was a
charge of $15.3 million associated with NEIC's support of three mutual funds
advised by one of its subsidiaries. Included in the 1995 increase in assets
under management is $7.9 billion which resulted from the September 29, 1995
acquisition of Harris.
Management and advisory fees of $240.1 million in 1995 were up $36.2 million
(or 18%) as compared to $203.9 million in 1994. Strong investment performance,
combined with increases in assets under management, resulted in a $23.0 million
(or 18%) increase in equity and fixed income institutional revenues. Mutual fund
revenues increased $12.1 million (or 22%) resulting from market growth of equity
funds, increases in money market fund assets and the addition of assets managed
by Harris when compared to 1994. Real estate revenues increased $1.1 million
when compared to 1994 due primarily to incentive fees associated with asset
sales.
Other revenues and interest income of $35.4 million in 1995 increased $10.0
million as compared to $25.4 million in 1994 due to interest income and the gain
on U.S. Government agency securities which together totaled $4.8 million, higher
transfer agency fees and sales commissions.
A $4.7 million gain on the partial sale of the NEIC's interest in its
affiliate, CGM, was realized during the first quarter of 1995 in accordance with
an agreement with CGM management to increase its ownership interest.
Compensation and benefits of $131.1 million in 1995 increased $22.8 million
(or 21%) as compared to $108.3 million in 1994. The increase reflects total
compensation of $8.4 million for Harris recorded in the fourth quarter of 1995,
increased variable compensation of $7.9 million due to subsidiary profitability,
portfolio performance and sales growth and higher base compensation and benefits
resulting from annual salary and staffing increases at certain advisory offices.
Restricted unit plan compensation of $5.8 million in 1995 decreased $1.4
million or 19% as compared to $7.2 million in 1994 due to a shorter initial
vesting period of Units in 1994 as compared to 1995.
Distribution costs of $21.0 million in 1995 increased $2.0 million as
compared to 1994. The increase results primarily from higher 12b-1 fees paid to
brokers, promotional costs associated with the launching of several new funds
and a new 401(k) marketing initiative.
Amortization of intangible assets of $14.8 million in 1995 increased $3.8
million from $11.0 million in 1994 due to the acquisition of Harris on September
29, 1995.
Interest expense of $5.3 million in 1995 increased $3.6 million from $1.7
million in 1994. The increase results from interest on promissory notes to fund
the acquisition of Harris ($1.2 million) and securities sold under agreements to
repurchase ($2.4 million) to finance the U.S. Government agency securities.
Other expenses of $33.5 million in 1995 increased $4.6 million compared to
$28.9 million in 1994. The 1995 increase is primarily the result of an increase
in general and administrative expenses associated with higher business
activities and the addition of Harris for the fourth quarter of 1995.
Copley and New England Mutual have been named in litigation described in
note 12 of the financial statements. Management believes that significant losses
as a result of these suits are remote and the suits should not have a material
adverse effect on the financial condition, results of operations and cash flows
of NEIC. Management has based its conclusion on its assessment of the merits of
the cases, the current status of the cases, the background of the litigation
and, in light of these factors, New England Mutual's agreement to indemnify
Copley for its expenses and liability, if any.
17
STATEMENT OF INCOME FOR 1994 COMPARED TO 1993
- ---------------------------------------------
1994 results include a full year of Reich & Tang's operations while 1993
results include only three and one half months of Reich & Tang's operations.
Management and advisory fees of $203.9 million for the year ended December
31, 1994 were up $44.6 million over 1993. The 1993 fees exclude $29.6 million
earned by Reich & Tang during the first eight and one half months of 1993. The
remaining increase in management and advisory fees of $15.0 million is mainly
the result of growth in new equity and fixed income institutional business.
Mutual fund revenue also increased $5.4 million over 1993. These increases were
partially offset by a $3.0 million decrease in institutional real estate
management fees compared to the same period a year ago primarily as a result of
the disposition of assets under management.
Other revenues and interest income of $25.4 million increased $9.9 million
over 1993. The 1993 results exclude eight and one half months of Reich & Tang's
revenues of $3.2 million. The remaining increase of $6.7 million primarily
results from an increase in transfer agency fees of $4.5 million for services
NEIC began performing in September 1993.
A $4.7 million gain on the partial sale of NEIC's interest in its affiliate,
CGM, was realized during the first quarter of 1994 in accordance with an
agreement with CGM management to increase its ownership interest.
Compensation and benefits of $108.3 million in 1994 increased $18.7 million
compared to 1993. Results for 1993 exclude eight and one half months of Reich &
Tang's expenses of $8.7 million. Results for 1994 include an $8.9 million
increase in base compensation and benefits due to annual salary increases,
staffing for new and expanded advisory offices, and the addition of the transfer
agency function. Variable compensation plans, which are generally based on
subsidiary profitability, portfolio performance, and sales growth, increased
$1.1 million in 1994 as compared to 1993.
Restricted unit plan compensation of $7.2 million in 1994 results from the
vesting of Units granted to certain employees in 1993 by New England Mutual and
Reich & Tang, Inc.
Distribution costs of $19.0 million increased $7.4 million as compared to
1993. The 1993 results exclude eight and one half months of Reich & Tang's
distribution costs of $7.2 million.
Amortization of intangible assets was $11.0 million in 1994 whereas 1993
results include amortization expense for only the three and one half month
period subsequent to September 15, 1993.
Occupancy and equipment of $12.7 million in 1994 increased $2.6 million as
compared to 1993. Results for 1993 exclude eight and one half months of Reich &
Tang's expenses of $1.1 million.
A mutual fund support charge of $15.3 million was incurred in 1994 when U.S.
Government agency securities with a par value of $221.8 million were purchased,
at fair value, from three money market funds advised by Reich & Tang Asset
Management L.P. Management took this action to ensure the fund shareholders were
protected from any potential lack of liquidity or volatility in the market.
Interest expense of $1.7 million in 1994 is due to financing costs
associated with the U.S. Government agency securities.
Other expenses of $28.9 million in 1994 increased $5.6 million as compared
to 1993. Results for 1993 exclude eight and one half months of Reich & Tang's
expenses of $4.6 million.
Income tax expense of $1.1 million in 1994 decreased $15.6 million from 1993
due to the tax effect of the acquisition of Reich & Tang.
18
CAPITAL RESOURCES AND LIQUIDITY
- -------------------------------
Operating cash flow not required for working capital or growth strategies is
generally distributed to unitholders each quarter. Distributions to unitholders
are typically declared during the last month of calendar quarters.
On December 19, 1995, the Board of Directors declared a distribution of
$18.0 million or $0.48 per Unit payable on February 15, 1996 to unitholders of
record on December 31, 1995. The comparable distribution rate on December 31,
1994 was $0.42.
Cash and cash equivalents at December 31, 1995 of $34.4 million increased
$17.5 million from December 31, 1994. The increase reflects the sale of the
deferred sales commissions and the proceeds (net of associated debt) from the
sale of the U.S. Government agency securities and the CGM gain.
NEIC acquired the assets and assumed certain liabilities of Harris on
September 29, 1995 for an initial payment of $175.0 million paid in $79.7
million of promissory notes, due and paid on January 9, 1996 and $95.3 million
of newly issued Units. An additional payment will be made on April 2, 1997 in
Units, cash or a combination thereof, based upon a multiple of the greater of
1995 or 1996 revenues. Based on 1995 results, this payment would be $41 million.
The $79.7 million of promissory notes, together with accrued interest of
$1.2 million, matured in January 1996 and were financed with senior notes due
2003 with an effective interest rate of 7.06%. The approximate $30 million of
excess proceeds from the senior notes will be used for acquisitions or general
purposes. An additional $15.0 million of liquidity is available from an unused
line of credit at December 31, 1995.
ASSETS UNDER MANAGEMENT
- -----------------------
Assets under management at December 31 follow:
AT DECEMBER 31,
--------------------------
1993 1994 1995
-------- -------- --------
(in billions)
Institutions:
Fixed income and equity $37.0 $39.3 $50.2
Real estate assets 8.3 6.6 5.9
Mutual funds 13.1 12.8 20.3
Private accounts and other 2.8 2.6 4.6
----- ----- -----
$61.2 $61.3 $81.0
----- ----- -----
At December 31, 1995, assets under management were $81.0 billion, an
increase of $19.7 billion (or 32%) as compared to $61.3 billion at December 31,
1994. Harris contributed $7.9 billion of this increase including $4.1 billion of
mutual funds, $1.9 billion of institutional fixed income and equity funds and
$1.9 billion of private accounts. Excluding the $7.9 billion of Harris' assets
under management, assets under management increased $11.8 billion (or 19%) as
compared to December 31, 1994. Assets under management include all assets under
management for CGM which, as of December 31, 1995, was 54% owned by the
Partnership.
19
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
- -----------------------------------------------------
NEW ENGLAND INVESTMENT COMPANIES, L.P.
CONSOLIDATED BALANCE SHEET
At December 31,
---------------------
1994 1995
---------- ---------
(in thousands)
Assets
- ------
Current Assets:
Cash and cash equivalents $ 16,884 $ 34,385
Accounts receivable 40,955 54,403
Other 4,756 11,697
-------- --------
Total current assets 62,595 100,485
Intangible assets 149,123 355,122
Fixed assets 15,286 17,167
U.S. Government agency securities 203,808 -
Other assets 47,587 48,099
-------- --------
Total assets $478,399 $520,873
-------- --------
Liabilities and Partners' Capital
- ---------------------------------
Current Liabilities:
Accounts payable and accrued expenses $ 15,488 $ 22,289
Accrued compensation and benefits 19,594 29,541
Distribution payable 13,436 17,950
Note payable 5,000 2,485
Securities sold under agreement to
repurchase 197,365 -
-------- --------
Total current liabilities 250,883 72,265
Deferred compensation, benefits and other 16,800 17,666
Promissory notes - 80,919
Deferred purchase consideration - 41,000
-------- --------
Total liabilities 267,683 211,850
-------- --------
Commitments and contingent liabilities
(note 12)
Partners' Capital:
Partners' capital 213,757 309,023
Unrealized loss on securities (3,041) -
-------- --------
Total partners' capital 210,716 309,023
-------- --------
Total liabilities and partners'
capital $478,399 $520,873
======== ========
See accompanying notes to consolidated financial statements.
20
NEW ENGLAND INVESTMENT COMPANIES, L.P.
CONSOLIDATED STATEMENT OF INCOME
YEARS ENDED DECEMBER 31,
------------------------------------------
1993 1994 1995
-------- -------- --------
(in thousands, except per unit data)
Revenues
- --------
Management and advisory fees $159,307 $203,889 $240,123
Other revenues and interest income 15,450 25,399 35,423
Gain on partial sale of affiliate 3,963 4,746 4,712
-------- -------- --------
178,720 234,034 280,258
-------- -------- --------
Expenses
- --------
Compensation and benefits 89,592 108,286 131,155
Restricted unit plan compensation 6,962 7,187 5,843
Distribution costs 11,584 18,955 20,955
Amortization of intangibles 3,305 10,961 14,801
Occupancy and equipment 10,114 12,717 14,418
Interest expense 1,477 1,705 5,301
Mutual fund support charge - 15,300 -
Other 23,309 28,898 33,480
-------- -------- --------
146,343 204,009 225,953
-------- -------- --------
Income before income taxes 32,377 30,025 54,305
Income tax expense 16,705 1,100 1,555
-------- -------- --------
Net income $ 15,672 $ 28,925 $ 52,750
-------- -------- --------
Net income per Public Unit (note 3) $ 0.43 $ 1.13 $ 1.73
-------- -------- --------
Weighted average Units outstanding 31,994 31,992 33,824
-------- -------- --------
See accompanying notes to consolidated financial statements.
21
NEW ENGLAND INVESTMENT COMPANIES, L.P.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31,
-----------------------------------
1993 1994 1995
---------- ---------- -----------
(in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 15,672 $ 28,925 $ 52,750
Adjustments to reconcile net income to net cash
provided by operating activities:
Amortization of intangible assets 3,305 10,961 14,801
Restricted unit plan compensation 6,962 7,187 5,843
Mutual fund support charge - 15,300 -
Gain on partial sale of affiliate (3,963) (4,746) (4,712)
-------- --------- ---------
Sub-total 21,976 57,627 68,682
Depreciation and amortization 3,150 4,527 5,446
Increase in accounts receivable and other assets (7,923) (12,082) (13,113)
Equity in earnings of partnerships (7,735) (8,662) (9,543)
Cash distributions from partnerships 8,953 7,741 8,619
Gain on sale and accretion of discount on
U.S. Government agency securities - - (3,545)
Increase (decrease) in accounts payable and other
liabilities (10,736) 3,606 14,256
-------- --------- ---------
Net cash provided by operating activities 7,685 52,757 70,802
-------- --------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from partial sale of affiliate 3,963 4,746 4,712
Acquisition payments, net of cash acquired 2,949 - (6,653)
Capital expenditures and other (9,286) (8,284) (6,018)
Proceeds from sale (purchase) of U.S. Government
agency securities - (221,532) 209,551
-------- --------- ---------
Net cash provided by (used in) investing activities (2,374) (225,070) 201,592
-------- --------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings (repayment) of notes payable 951 2,701 (2,515)
Proceeds (repayment) of securities sold under agreements
to repurchase - 197,365 (197,365)
Distributions paid to unitholders (12,798) (53,107) (55,013)
Capital contribution 24,340 - -
-------- --------- ---------
Net cash provided by (used in) financing activities 12,493 146,959 (254,893)
-------- --------- ---------
Net increase (decrease) in cash and cash equivalents 17,804 (25,354) 17,501
Cash and cash equivalents, beginning of year 24,434 42,238 16,884
-------- --------- ---------
Cash and cash equivalents, end of year $ 42,238 $ 16,884 $ 34,385
-------- --------- ---------
Cash paid during the year for interest $ 2,150 $ 1,226 $ 5,241
Cash paid during the year for income taxes - 1,122 2,150
Supplemental disclosure of non-cash transactions
(Harris acquisition):
Increase in intangible assets $ - $ - $ 216,000
Increase in promissory notes - - 79,738
Increase in deferred purchase consideration - - 41,000
Increase in partners' capital - - 95,262
See accompanying notes to consolidated financial statements.
22
NEW ENGLAND INVESTMENT COMPANIES, L.P.
CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL
Total Public Private Pre-
Partners' Limited Limited General Combination
Capital Partners Partners Partner Capital
--------- -------- --------- ------- -------
(in thousands)
BALANCE AT DECEMBER 31, 1992 $ 22,655 $ 22,655
New England Mutual capital contribution 51,379 51,379
Net income before the acquisition of Reich & Tang 4,628 4,628
Conversion to partnership - $ 6,499 $ 71,878 $ 285 (78,662)
Purchase method adjustment 159,904 12,535 146,819 550
Net income 11,044 1,215 9,782 47
Distributions declared ($0.80 per Unit) (25,596) (2,253) (23,255) (88)
Unit sales/transfers - 1,808 (1,808)
Restricted unit plan compensation 6,962 6,962
Other 485 39 445 1
-------- ------- -------- ----- -------
BALANCE AT DECEMBER 31, 1993 (2,734 Public,
29,150 Private and 110 General Partner Units) 231,461 19,843 210,823 795 -
Net income 28,925 3,348 25,452 125
Distributions declared ($1.68 per Unit) (53,745) (5,287) (48,274) (184)
Unit sales/transfers - 2,647 (2,647)
Units retired (71) (71)
Restricted unit plan compensation 7,187 7,187
Unrealized loss on securities (3,041) (316) (2,715) (10)
-------- ------- -------- ----- --------
BALANCE AT DECEMBER 31, 1994 (3,095 Public,
28,785 Private and 110 General Partner Units) 210,716 20,235 189,755 726 -
Net income 52,750 6,171 46,385 194
Distributions declared ($1.78 per Unit) (59,527) (6,397) (52,935) (195)
Units issued, Harris acquisition 95,262 95,262
Units issued, other 1,063 1,063
Unit sales/transfers - 2,345 (2,345)
Units retired (216) (26) (190)
Restricted unit plan compensation 5,843 5,843
Other 91 10 81
Reduction in unrealized loss on securities 3,041 316 2,715 10
-------- ------- -------- ----- --------
BALANCE AT DECEMBER 31, 1995 (3,397 Public,
33,889 Private and 110 General Partner Units) $309,023 $22,654 $285,634 $ 735 $ -
-------- ------- -------- ----- --------
See accompanying notes to consolidated financial statements.
23
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to Consolidated Financial Statements
NOTE 1 - ORGANIZATION
- ---------------------
New England Investment Companies, L.P. ("NEIC" or the "Partnership") was formed
on September 15, 1993 when New England Mutual Life Insurance Company ("New
England Mutual") contributed the businesses and substantially all of the assets
of New England Investment Companies, Inc. (a wholly-owned subsidiary of The New
England Companies, Inc., which was a wholly-owned subsidiary of New England
Mutual) to Reich & Tang L.P. ("Reich & Tang"), a publicly traded limited
partnership on the New York Stock Exchange. On September 29, 1995, NEIC acquired
Harris Associates L.P. ("Harris"). The general partner of NEIC is a wholly-owned
subsidiary of New England Mutual which also owns 56% of the limited partnership
Units ("Units") outstanding at December 31, 1995.
NEIC is an investment manager that offers a broad array of investment management
products and styles across a wide range of asset categories to institutions and
individuals. The Investment Management Firms included in these financial
statements follow:
. Loomis, Sayles & Company, L.P. ("Loomis Sayles") manages fixed income, equity
and option securities, predominantly for institutions.
. Harris Associates L.P. ("Harris") manages equity, equity and fixed income and
alternative investments for institutions, private individuals and mutual
funds.
. Copley Real Estate Advisors, Inc. ("Copley") manages real estate investments,
primarily for tax-exempt institutions and the New England Mutual general
account.
. Reich & Tang Capital Management ("R&T Capital Management") manages mutual
funds, private investment partnerships and equity securities for institutions
and private clients.
. Reich & Tang Funds ("R&T Funds") manages and administers money market mutual
funds sold through financial intermediaries.
. Back Bay Advisors, L.P. ("Back Bay") manages fixed income securities for
mutual funds, the New England Mutual general account and a limited number of
other institutions.
. Westpeak Investment Advisors, L.P. ("Westpeak") provides customized
quantitative equity management for mutual funds and institutions (including
the New England Mutual general account).
. Capital Growth Management Limited Partnership ("CGM") manages aggressive
growth-oriented equities for mutual funds and institutions. NEIC held a 54%
limited partnership interest in CGM at December 31, 1995, accounted for under
the equity method as a passive investment. NEIC's limited partnership interest
is expected to be reduced to 50% in 1996.
The Investment Management Firms are supported by a network of distribution and
consulting firms as follows:
. New England Funds, L.P. ("NEF"), the principal distributor for the mutual
funds in the New England Funds Group, provides administrative services to the
funds and assists in developing new mutual fund products.
. Graystone Partners L.P. ("Graystone") serves as a consultant and marketing
agent with respect to asset allocation and management services provided to
individuals and families of substantial wealth.
. Reich & Tang Distributors L.P. ("R&T Distributors") provides distribution
services for the mutual funds of the R&T Funds.
24
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to Consolidated Financial Statements
. Reich & Tang Services L.P. ("R&T Services") provides transfer agency services
to certain funds served by the R&T Funds.
. New England Investment Associates, Inc. ("NEIA") provides marketing services
and consulting services to selected investment management affiliates.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
- ----------------------------------------
Significant accounting policies followed in preparing the consolidated financial
statements follow:
Principles of Consolidation
- ---------------------------
The consolidated financial statements include the accounts of NEIC and its
subsidiaries. Investments in partnerships are generally accounted for under the
equity method. All material intercompany accounts and transactions have been
eliminated in consolidation.
Cash Equivalents
- ----------------
Cash equivalents include financial instruments purchased with an original
maturity of three months or less.
Investment Securities
- ---------------------
The U.S. Government agency securities are reported at fair value with unrealized
losses reported as a separate component of partners' capital.
Intangible Assets - Impairment Policy
- -------------------------------------
The carrying value and amortization period of intangible assets are evaluated
periodically to determine whether current events and circumstances warrant
adjustment. As no impairment of the intangible asset has occurred, no reduction
of the carrying value of the assets or their estimated useful lives is
warranted.
Depreciation and Amortization
- -----------------------------
Fixed assets are stated at cost and are depreciated or amortized over three to
twelve years using the straight-line and accelerated methods. Leasehold
improvements are amortized using the straight-line method over the life of the
respective lease. Additions and improvements are capitalized and repair and
maintenance costs are expensed as incurred.
Fair Value of Financial Instruments
- -----------------------------------
The fair value of financial instruments approximates the carrying value.
Net Capital Requirement
- -----------------------
Certain subsidiaries are subject to broker dealer net capital requirements. At
December 31, 1995, each subsidiary was in compliance with its actual capital
requirement.
Management and Advisory Fees
- ----------------------------
Management and advisory fees are recognized as services are rendered and are
based primarily on a percentage of assets under management. Commissions on
mutual fund sales are recognized as income on the trade date.
Use of Estimates
- ----------------
The preparation of the Partnership's consolidated financial statements in
conformity with generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts of certain
assets and liabilities and disclosure of contingent liabilities at the date of
the financial statements.
Reclassifications
- -----------------
Certain amounts in prior year financial statements have been reclassified to
conform with the 1995 presentation.
25
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to Consolidated Financial Statements
NOTE 3 - NET INCOME PER PUBLICLY HELD UNIT
- ------------------------------------------
Net income per publicly held LP Unit ("Public Unit") is calculated by adding
back to net income the restricted unit plan compensation expense to arrive at
net income available for allocation. Units held by Public limited partners bear
no expense of the restricted unit plan as such costs are allocated exclusively
to New England Mutual and Reich & Tang, Inc. Net income per Public Unit is
computed by dividing income available for allocation by the weighted average
number of Units outstanding.
The calculation of Net income per Public Unit for the years ended December 31
follows:
1993 1994 1995
------------ ----------- ----------
(in thousands, except per unit data)
Net income $15,672 $28,925 $52,750
Restricted unit plan compensation 2,720 7,187 5,843
Less net income before the acquisition
of Reich & Tang (4,628) - -
------- ------- -------
Income available for allocation $13,764 $36,112 $58,593
------- ------- -------
Net income per Public Unit $ 0.43 $ 1.13 $ 1.73
------- ------- -------
Weighted average Units outstanding 31,994 31,992 33,824
------- ------- -------
Weighted average Units outstanding include the dilutive effect of 1,941,000
Units assumed outstanding from the deferred purchase consideration of
$41,000,000 at December 31, 1995 resulting from the acquisition of Harris (see
note 4). The deferred purchase consideration will be settled in April 1997 in
either Units, cash or a combination thereof based on selection by the seller's
partners. Accordingly, the actual number of Units issued could be substantially
lower than the Units assumed outstanding in the calculation of Net income per
Public Unit. As the market value of Units varies prior to the actual payment
date, the number of Units assumed outstanding in the calculation of Net income
per Public Unit will be adjusted and previously reported Net income per Public
Unit will be restated, if significant.
26
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to Consolidated Financial Statements
NOTE 4 - ACQUISITIONS
- ---------------------
Reich & Tang
- ------------
On September 15, 1993, Reich & Tang, a publicly traded limited partnership
listed on the New York Stock Exchange, was acquired under the purchase method of
accounting. The purchase price of Reich & Tang was established as the market
value of publicly traded units on March 26, 1993 plus direct costs of the
acquisition. The excess of the purchase price over acquired net tangible assets
of Reich & Tang as of September 15, 1993 was $162,000,000. The resulting
intangible assets are being amortized over the expected lives of the underlying
advisory contracts of either 9 or 22 years using the straight-line method.
Accumulated amortization was $13,950,000 and $24,750,000 for 1994 and 1995,
respectively. Amortization of intangibles expense was $10,800,000 for 1994 and
1995.
Harris
- ------
On September 29, 1995, NEIC purchased substantially all of the assets and
acquired certain liabilities of Harris, a Chicago-based investment management
company with approximately $7 billion of assets under management. The
acquisition has been accounted for under the purchase method of accounting. The
excess purchase price over acquired net tangible assets at September 29, 1995
was $219,000,000 and includes $5,000,000 of acquisition related costs. The
resulting intangible assets are being amortized over the expected lives of the
underlying advisory contracts of 15 years using the straight-line method.
Results of operations of Harris are included in the statement of income
beginning October 1, 1995.
The purchase price of $175,000,000 was paid in 5,366,898 of newly issued Units
totaling $95,262,000 and promissory notes due January 9, 1996 of $79,738,000
which were paid in full on that date. The Unit price of $17.75 was determined at
market value under a formula as set forth in the Partnership Admission
Agreement. An additional payment will be made on April 2, 1997, also in Units,
cash or a combination thereof (based on selection by the seller's partners), as
a purchase price adjustment based upon a multiple of the greater of 1995 or 1996
qualifying revenues. The minimum payment of $41,000,000 is based upon the 1995
qualifying revenues of Harris. Accumulated amortization and amortization of
intangibles expense was $3,657,000 for 1995.
The pro forma, unaudited, statement of income shown below gives effect to the
Harris acquisition as if it had occurred on January 1, 1994. Adjustments include
the amortization of the intangible assets, financing costs and compensation
expense. The pro forma statement of income does not necessarily reflect the
results of operations that would have been obtained had the acquisition occurred
on the assumed date, nor is the pro forma statement of income necessarily
indicative of the results of the combined entities that may be achieved for any
future period.
1994 1995
--------- ---------
(in thousands, except per unit data)
Revenues $288,894 $325,636
-------- --------
Expenses:
Compensation and benefits 134,862 153,536
Restricted unit plan compensation 7,187 5,843
Amortization of intangibles 25,587 25,772
Interest expense 7,334 9,762
Other 81,500 73,187
-------- --------
256,470 268,100
-------- --------
Income before income taxes 32,424 57,536
Income tax expense 1,261 1,615
-------- --------
Net income $ 31,163 $ 55,921
-------- --------
Net income per Public Unit $ 0.97 $ 1.57
-------- --------
Weighted average Units outstanding 39,337 39,337
-------- --------
27
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to Consolidated Financial Statements
NOTE 5 - INVESTMENT IN AFFILIATE
- --------------------------------
NEIC held a 58% and 54% limited partner interest in CGM at December 31, 1994 and
1995, respectively, accounted for using the equity method since NEIC does not
have the ability to control CGM and its majority ownership position is
temporary. CGM is obligated to apply a defined portion of CGM earnings to
purchase additional partnership interests from NEIC at a pre-determined formula
until NEIC's ownership interest is reduced to 50%. The Partnership's investment
in CGM of $3,551,000 and $3,559,000 at December 31, 1994 and 1995, respectively,
includes the unpaid balance of a revolving note receivable from CGM.
Included in the statement of income are the following transactions related to
CGM for the years ended December 31:
1993 1994 1995
-------- -------- --------
(in thousands)
Equity in earnings of affiliate $ 7,863 $ 8,000 $ 7,953
Gain on partial sale of affiliate 3,963 4,746 4,712
------- ------- -------
Total $11,826 $12,746 $12,665
------- ------- -------
The summarized balance sheet of CGM at December 31 follows:
1994 1995
------- -------
(in thousands)
Assets:
Current assets $ 5,700 $ 6,395
Non-current assets 877 784
------- -------
$ 6,577 $ 7,179
------- -------
Liabilities and Partners' Capital:
Accrued expenses $ 1,350 $ 1,721
Loan payable to NEIC 1,500 1,257
Partners' capital 3,727 4,201
------- -------
$ 6,577 $ 7,179
------- -------
The summarized statement of income of CGM for the years ended December 31
follows:
1993 1994 1995
------- ------- -------
(in thousands)
Revenues $28,336 $30,866 $32,885
------- ------- -------
Expenses:
Compensation and benefits 8,744 9,406 12,171
Mutual fund expenses 5,343 6,081 4,426
Other 1,471 1,456 1,490
------- ------- -------
Total expenses 15,558 16,943 18,087
------- ------- -------
Net income $12,778 $13,923 $14,798
------- ------- -------
28
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to Consolidated Financial Statements
NOTE 6 - BORROWINGS
- -------------------
Senior Notes
- ------------
Promissory notes outstanding of $80,919,000, at 5.88%, at December 31, 1995 were
financed with a portion of the $110,000,000 in privately placed seven-year
financing obtained on January 9, 1996. The promissory notes were paid to the
Harris partners as initial purchase consideration and included $1,181,000 of
interest expense (see note 4). The $110,000,000 in long-term financing has an
all-in effective interest rate of 7.06% after considering deferred debt issuance
costs which are amortized to interest expense over the term of the Senior Notes.
Line of Credit
- --------------
NEIC has an unsecured line of credit totaling $15,000,000 with a commercial bank
with an annual commitment fee on the unused line of credit of 15 basis points
per annum. Borrowings of $5,000,000 were outstanding under this line of credit
at December 31, 1994.
NOTE 7 - INCENTIVE COMPENSATION PLANS
- -------------------------------------
Incentive Compensation
- ----------------------
NEIC and each of its principal subsidiaries have incentive compensation plans
which are generally dependent upon earnings and cash flow, individual
performance and profit margins. In certain business units, the payments are
deferred and therefore dependent on continued employment. In addition, NEIC has
special compensation programs for its portfolio managers which are based on the
performance of the funds managed. Incentive compensation plan expense was
$31,764,000, $35,852,000 and $49,772,000 for the years ended December 31, 1993,
1994 and 1995, respectively.
Restricted Unit Plan
- --------------------
In connection with the acquisition of Reich & Tang, NEIC adopted the Restricted
Unit Plan which authorized the award of 1,426,000 restricted unit grants to
NEIC's management. All awards made under the Plan are from Units contributed to
the Partnership by New England Mutual and R&T, Inc. (the "Principal
Unitholders"). Therefore, the cost of this non-cash compensation expense is
fully allocated to the Principal Unitholders, with the Public unitholders
bearing no expense of this plan.
At December 31, 1994 and 1995, respectively, 1,127,700 and 1,122,100 unit grants
had been awarded. The plan provides for vesting of units to participants over a
four year period with approximately 20% vesting upon award. Compensation expense
is recognized over the vesting period based on the market value of the units on
the date they were awarded and was $6,962,000 in 1993, $7,187,000 in 1994 and
$5,843,000 in 1995. All unvested units immediately vest upon a change in control
of NEIC (see note 11). Distributions paid on unvested units are also included in
compensation expense.
1993 Equity Incentive Plan
- --------------------------
At December 31, 1995, 278,500 options had been awarded to employees at a
weighted average exercise price of $20.48 per Unit under the 1993 Equity
Incentive Plan. The options provide for the purchase of Units at market value on
the grant date. Options, which vest over various periods, expire 10 years
subsequent to the grant date. Approximately 52,300 options were exercisable at
December 31, 1995. No options were exercised in 1995. A total of 1,774,000
options may be awarded under the plan.
29
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to Consolidated Financial Statements
NOTE 8 - INCOME TAXES
- ---------------------
The Partnership's corporate subsidiaries account for income taxes using the
liability method specified in FAS No. 109 "Accounting for Income Taxes." No
provision for federal income taxes is necessary for the Partnership and the
majority of its subsidiaries because the tax effect of its operations accrues to
and is reportable by the respective partners of the Partnership. The Partnership
and some of its subsidiaries are subject to state and city taxes in various
jurisdictions. Prior to September 15, 1993, New England Investment Companies,
Inc. and its subsidiaries were subject to federal and state corporate income
taxes.
The net deferred tax asset at December 31 is comprised of the following:
1994 1995
---- ----
(in thousands)
Gross deferred tax asset $ 2,174 $2,150
Gross deferred tax liability (1,028) (852)
-------- ------
Net deferred tax asset before
valuation allowance 1,146 1,298
Valuation allowance (667) (270)
-------- ------
Net deferred tax asset $ 479 $1,028
-------- ------
Income tax expense for the years ended December 31 follows:
1993 1994 1995
---- ---- ----
(in thousands)
Partnership income tax expense $ 489 $ 924 $ 825
------- ------ ------
Corporate subsidiaries income tax
expense (benefit):
Current - Federal 11,528 172 965
- State 3,555 40 314
Deferred - Federal (4,895) (36) (512)
- State (1,462) - (37)
------- ------ ------
8,726 176 730
------- ------ ------
Reversal of deferred tax asset upon
conversion to partnership form 7,490 - -
------- ------ ------
Total income tax expense $16,705 $1,100 $1,555
------- ------ ------
"Expected" income tax expense, by applying the U.S. statutory federal income tax
rate to income before income taxes, differs from reported income tax expense for
the years ended December 31 as follows:
1993 1994 1995
---- ---- ----
(in thousands)
Income tax expense, at "expected"
income tax rate $11,332 $ 10,124 $ 19,006
------- -------- --------
Increase (decrease) in income tax expense
resulting from:
Partnership net income not subject
to income taxes (4,644) (10,072) (18,139)
Reversal of deferred tax asset 7,490 - -
State income taxes 1,361 - 180
Partnership taxes 489 924 825
Other 677 124 (317)
------- -------- --------
Income tax expense, as reported $16,705 $ 1,100 $ 1,555
------- -------- --------
30
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to Consolidated Financial Statements
NOTE 9 - TAX CONSIDERATIONS FOR UNITHOLDERS (UNAUDITED)
- -------------------------------------------------------
Management believes that, as a result of the Omnibus Budget Reconciliation Act
of 1993 and a special tax election which NEIC has made, unitholders purchasing
Units in the open market after August 10, 1993 will be allocated current
amortization over fifteen years of a substantial portion of the purchase price
of the Units. Taking into account the amortization deductions and other book-tax
differences, the Partnership expects that partnership distributions will
significantly exceed net taxable income allocable to unitholders for those who
purchased units after August 10, 1993. The amortization deductions represent the
amortization over 15 years of the portion of each unitholder's purchase price
allocated to the intangible assets, qualifying under Code Section 197, of the
Partnership. Such amortization deductions will decrease the unitholder's tax
basis and will likely be recaptured as ordinary income upon disposition of the
Units. The following example of this benefit assumes an individual purchased
Units during December 1994 and held them for the entire year. This unitholder
would have a convention purchase price as defined in NEIC's Partnership
Agreement of $15.375 of which $14.375 is allocated to Section 197 assets
resulting in an effective income tax rate on the distribution of 26%.
Per Unit
-----------
Distributions declared for calendar $1.78
year 1995
Allocation of taxable income prior
to tax amortization $2.13
Less estimated tax amortization
allocation (1/15 of $14.375) (.96)
-----
Net taxable income $1.17
-----
Estimated income tax (assumed 40% rate) (.47)
-----
Distributions declared for calendar
year 1995, net of income taxes $1.31
-----
The tax basis of Unitholders having a convention purchase price of $15.375
per Unit at December 31, 1995 follows:
Per Unit
-----------
Tax basis at January 1, 1995 (assumed $15.375
convention purchase price)
Add 1995 taxable income (per above) 1.170
Less 1995 distributions declared (1.780)
-------
Tax basis at December 31, 1995 $14.765
-------
The convention purchase price at year-end 1995 was $20.25. A unitholder who
purchased at year-end 1995 and holds the Units for a full year will have a tax
amortization deduction of $1.28 per Unit in 1996 (1/15 of $19.25) (see note 11).
Each year, a Schedule K-1 is sent to each unitholder identifying their
amortization tax benefit. Under federal tax law, a unitholder is required to pay
tax on his or her allocable share of the Partnership's income regardless of the
amount of distributions made by the Partnership. As individual tax situations
may vary, each prospective purchaser of Units is urged to consult their tax
advisor.
31
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to Consolidated Financial Statements
NOTE 10 - MUTUAL FUND SUPPORT CHARGE
- ------------------------------------
During the fourth quarter of 1994, U.S. Government agency securities, with a par
value of $221,750,000, were purchased from three money market funds advised by
Reich & Tang Asset Management, L.P. NEIC financed the acquisition of the
securities with repurchase agreements collateralized by the securities. NEIC
incurred a $15,300,000 charge in the fourth quarter of 1994 representing the
difference between the purchase price, at par, and the fair value of the
securities. The securities had an amortized cost of $206,849,000 and a carrying
value, at market, of $203,808,000 at December 31, 1994. At December 31, 1994, an
unrealized loss of $3,041,000 was recorded as an adjustment to partners' capital
when these securities were marked-to-market. During 1995, all U.S. Government
agency securities with an amortized cost of $207,527,000 were sold for
$209,551,000 resulting in gross gains of $2,189,000 and gross losses of
$165,000. In connection with the sale of the U.S. Government agency securities,
the related repurchase agreements of $197,365,000 were liquidated.
NOTE 11 - THE PROPOSED MERGER OF NEW ENGLAND MUTUAL AND METROPOLITAN LIFE
- -------------------------------------------------------------------------
In August 1995, New England Mutual, NEIC's largest investor, announced an
agreement to merge (the "Merger") with Metropolitan Life, with Metropolitan Life
to be the surviving entity. This merger, which is subject to various
policyholder and regulatory approvals, is expected to take place in the first
half of 1996. Metropolitan Life is the second largest life insurance company in
the United States in terms of total assets, having assets of over $130 billion
(and adjusted capital of over $8 billion) at June 30, 1995. Incident to the
Merger, New England Mutual's ownership interests in NEIC and the General Partner
will be transferred to Metropolitan Life and Metropolitan Life will assume the
various contractual obligations of New England Mutual to NEIC and the Firms.
This transaction will constitute a technical "change of control" of NEIC under
federal securities law. As a consequence, the Investment Management Firms are in
the process of soliciting the consent of individual investment advisory clients
and the reapproval by mutual fund shareholders of investment management
contracts with the funds they advise.
The transfer of New England Mutual's interest in NEIC to Metropolitan Life
incident to the proposed merger is expected to cause a technical termination and
reconstitution of NEIC as a partnership for federal income tax purposes. Were
this to occur, management expects to preserve to public unitholders
substantially all of the benefits of amortization tax deductions that they would
have enjoyed if the termination had not occurred. Termination, if it occurred,
would have no effect on NEIC continuing its status as a master limited
partnership.
Copley serves as investment manager of a number of New England Mutual separate
accounts, holding interests in real estate for third party clients. The proposed
merger may constitute a transfer of these interests in certain circumstances
resulting in the incurrence of additional expenses at the separate accounts and
a possible need to refinance debt relating to certain properties. Copley and New
England Mutual are developing a plan to deal with these matters and to protect
the interests of Copley and its clients. NEIC does not expect any material
adverse financial consequences resulting from this transfer.
32
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to Consolidated Financial Statements
NOTE 12 - COMMITMENTS AND CONTINGENT LIABILITIES
- ------------------------------------------------
Litigation
- ----------
Two state pension funds which are major Copley clients have each brought suit
against New England Mutual and Copley alleging that they are legally responsible
for losses on investments by the PCIG funds sponsored by Copley. In general, the
suits allege breach of fiduciary duty, breach of contract, gross negligence and
misrepresentation and violation of various state statutes. One suit seeks
repayment or damages of approximately $600 million and certain other relief and
the other suit seeks repayment or damages of approximately $50 million and
certain other relief. New England Mutual and Copley intend to defend the suits
vigorously. New England Mutual, and Metropolitan Life subsequent to the Merger,
has agreed to indemnify Copley against any and all liability and expense arising
out of these suits or out of other claims or actions relating to these pension
funds (and pursuant to the agreement is currently paying all expenses of the
pending suits). Management believes that significant losses as a result of these
suits are remote and the suits should not have a material adverse effect on the
financial condition, results of operations and cash flows of NEIC. Management
has based its conclusion on its assessment of the merits of the cases, the
current status of the cases, the background of the litigation, and, in light of
these factors, New England Mutual's agreement to indemnify Copley for its
expenses and liability, if any.
The Partnership is subject to other legal proceedings and claims which have been
incurred in the ordinary course of its business. In the opinion of management,
the amount of ultimate liability with respect to these actions, if any, will not
materially affect the financial position of the Partnership.
Lease Commitments
- -----------------
Rental expense, net of sublease income, totaled $6,791,000, $7,558,000 and
$8,470,000 for the years ended December 31, 1993, 1994 and 1995, respectively.
Annual minimum lease commitments under non-cancelable operating leases are
$8,429,000 in 1996, $8,114,000 in 1997, $8,134,000 in 1998, $8,249,000 in 1999,
$7,877,000 in 2000 and $22,115,000 thereafter.
NOTE 13 - POST-RETIREMENT BENEFITS
- ----------------------------------
Post-retirement benefits are provided under group plans sponsored by NEIC and
its subsidiary, Loomis Sayles. Benefits provided include contributory medical
and dental coverage and life insurance coverage with such costs being funded as
incurred. Effective January 1, 1995, medical benefits for certain participants
will be capped at the 1996 level.
Post-retirement benefit expense for the years ended December 31 follows:
1993 1994 1995
------ ------- ------
(in thousands)
Service cost $ 253 $ 229 $ 226
Interest cost 387 335 341
Accretion (65) (92) (108)
----- ----- -----
Post-retirement benefit expense $ 575 $ 472 $ 459
----- ----- -----
33
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to Consolidated Financial Statements
The funded status of the plan at December 31 follows:
1994 1995
---- ----
(in thousands)
Accumulated post-retirement benefit
obligation (APBO):
Retirees $2,250 $2,199
Fully eligible active plan participants 881 775
Other active plan participants 1,611 1,631
------ ------
Accumulated post-retirement benefit obligation 4,742 4,605
Unrecognized gain and plan amendments 1,757 2,157
------ ------
Accrued post retirement benefit cost $6,499 $6,762
------ ------
The weighted average discount rate used in determining the APBO was 8.0% at
December 31, 1994 and 7.25% at December 31, 1995 and the weighted average salary
increase assumed was 5% at December 31, 1994 and 1995. For the 1995 valuation,
the medical indemnity plan rate is assumed to decrease from 9% to 5% (by .5%
annual increments) and the health maintenance organization and dental care trend
rates were assumed to decrease from 6% to 4% (by .5% annual increments). A 1%
increase in the assumed health care cost trend rates would increase the APBO by
$513,000 at December 31, 1995 and would increase net post-retirement benefit
expense $82,000 for the year ended December 31, 1995.
NOTE 14 - PENSION PLANS
- -----------------------
Defined Contribution Plans
- --------------------------
Effective January 1, 1995, NEIC adopted a defined contribution plan for all
employees, which replaced the New England Mutual Home Office Retirement Plan.
Employees of Loomis continue to have their own defined benefit plan. Defined
contribution plan expense for the year ended December 31, 1995 was $1,919,000.
Benefits accrued under the New England Mutual Home Office Retirement Plan have
been frozen at December 31, 1994 with the liability satisfied by New England
Mutual. Pension expense under the New England Mutual Home Office Retirement Plan
was $970,000 and $1,533,000 in 1993 and 1994, respectively.
Defined Benefit Plan - Loomis Sayles
- ------------------------------------
Loomis Sayles sponsors a defined benefit funded pension plan covering
substantially all of its employees. Benefits are determined based on years of
service and average compensation calculations. Loomis Sayles' funding policy
provides that payments to the pension trust shall equal or exceed the minimum
funding requirements of the Employee Retirement Income Security Act of 1974. The
plan's transition surplus is being amortized over 22 years.
Loomis Sayles also sponsors a defined benefit unfunded (nonqualified)
supplemental pension plan for certain employees who meet service, age and base
compensation requirements and who are elected into the plan. Loomis' policy is
to pay plan benefits directly to the employees as they become due. The plan's
transition obligation was amortized over 7.5 years.
34
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to Consolidated Financial Statements
Net periodic pension income for the funded and unfunded plans for the years
ended December 31 follows:
1993 1994 1995
---- ---- ----
(in thousands)
Actual return on plan assets $ 7,299 $(1,750) $12,127
Amortization of deferred (gain) loss (2,530) 6,597 (6,977)
------- ------- -------
Expected return on plan assets 4,769 4,847 5,150
Service costs - benefits earned (824) (907) (1,022)
Interest cost on projected benefit obligations (2,610) (2,563) (2,745)
Amortization of unrecognized net surplus at
transition and plan amendments 398 608 444
Amortization of excess cumulative difference (138) (123) (36)
------- ------- -------
Net periodic pension income $ 1,595 $ 1,862 $ 1,791
------- ------- -------
Assumptions:
- ------------
Discount rate 7.50% 8.00% 7.25%
Increase in compensation levels 5.00% 5.00% 5.00%
Long-term return on plan assets 10.50% 10.50% 10.50%
The funded status of the plans at December 31 follows:
1994 1995
------------------------ --------------------
FUNDED SUPP. FUNDED SUPP.
PLAN PLAN PLAN PLAN
---- ---- ---- ----
(in thousands)
Actuarial present value of benefit
obligation:
Vested benefits $28,798 $ 3,408 $33,202 $ 4,629
Non-vested benefits 963 54 1,129 27
------- ------- ------- -------
Accumulated benefit obligation 29,761 3,462 34,331 4,656
Effect of anticipated future compensation
levels 2,102 - 3,200 6
------- ------- ------- -------
Projected benefit obligation 31,863 3,462 37,531 4,662
Plan assets at fair value 47,273 - 57,802 -
------- ------- ------- -------
Plan assets in excess (less than) projected
benefit obligation 15,410 (3,462) 20,271 (4,662)
Unrecognized net loss 6,833 455 2,890 1,518
Unrecognized plan amendments 639 (197) 1,386 (150)
Unrecognized net overfunding at
transition (6,299) - (5,815) -
Additional recognized pension liability - (258) - (1,362)
------- ------- ------- -------
Pension asset (liability) $16,583 $(3,462) $18,732 $(4,656)
------- ------- ------- -------
January 1, 1994 and 1995 were used to determine the various pension
measurements, including plan assets and benefit obligations as of December 31,
1994 and 1995, respectively. The change in actuarial assumptions resulted in
increases of $3,057,000 and $272,000 in the December 31, 1995 projected benefit
obligation of the funded plan and supplemental plan, respectively. Plan assets
are invested primarily in Loomis Sayles mutual funds and NEIC affiliated
investment funds.
35
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to Consolidated Financial Statements
NOTE 15- RELATED PARTY TRANSACTIONS
- -----------------------------------
Mutual Fund Affiliations
- ------------------------
NEIC and its subsidiaries provide investment management, distribution and
consulting services to mutual funds sponsored by NEIC subsidiaries. NEIC also
invests cash in affiliated money market funds. Related party transactions
included in the consolidated financial statements at or for the years ended
December 31 follow:
1993 1994 1995
-------- -------- --------
(in thousands)
Balance Sheet Data:
Cash - money market funds $23,818 $12,827 $25,911
Receivables - mutual funds 8,118 6,910 7,211
Statement of Income Data:
Management and advisory fees 28,938 55,654 67,794
Other revenues and interest income 5,794 11,846 15,845
Mutual fund support charge - 15,300 -
New England Mutual
- ------------------
NEF pays a commission to New England Securities ("NES"), a wholly-owned
subsidiary of New England Mutual, for sales made by NES representatives of
mutual funds distributed by NEF. Commissions related to these sales for 1993,
1994 and 1995 totaled $22,629,000, $20,736,000 and $19,488,000, respectively.
Loomis Sayles maintains a death benefit plan for substantially all of its
officers. The plan is substantially funded by life insurance policies issued by
New England Mutual on the lives of the officers. Loomis Sayles is the
beneficiary under all of the plan's insurance policies. Cash surrender value of
these policies totaled $10,368,000 and $8,370,000 at December 31, 1994 and 1995,
respectively.
NEIC provides investment management services for New England Mutual by managing
certain New England Mutual general account and segregated asset accounts. The
general account services are provided under separate investment management
agreements (the "Management Agreements") with several Investment Management
Firms. For 1993 and 1994, NEIC earned a fee from New England Mutual that was
the greater of 0.30% of the general account net assets under management or
$16,000,000. For 1995, these Management Agreements contained annual fee rates
ranging from 0.18% to 0.50% of assets advised, depending upon the class of
asset, with a minimum fee payable of $14.4 million. NEIC earned $15,000,000
under this agreement in 1995. NEIC also earned $1,503,000 in 1995 under a
special incentive fee arrangement for the sale of real estate assets in support
of New England Mutual's general account portfolio reallocation goals. For 1996,
general account fees earned will range from 0.166% to 0.50%, based on current
market rates with a minimum guaranteed fee of $13,000,000.
36
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to Consolidated Financial Statements
Aggregate amounts included in the consolidated financial statements for
transactions related to New England Mutual and its affiliates at or for the year
ended December 31 follow:
1993 1994 1995
---- ---- ----
(in thousands)
Balance Sheet Data:
Accounts receivable $ 4,405 $ 4,423 $ 5,709
Accounts payable 2,597 2,168 1,129
Distribution payable 8,683 9,042 10,244
Income Statement Data:
Revenues:
Management and advisory fees:
General Account 16,278 16,207 16,503
Segregated Asset Accounts 8,555 6,689 6,178
Expenses:
Occupancy and equipment 2,742 2,837 2,854
Data processing, interest and 4,097 2,749 3,248
other Employee benefit plans 2,819 3,675 1,226
Deferred Fees Receivable from Affiliated Partnerships
- -----------------------------------------------------
Deferred management fees receivable from affiliated real estate partnerships of
$2,506,000 and $2,003,000 at December 31, 1994 and 1995, respectively, are
classified as non-current other assets on the consolidated balance sheet. These
balances are net of reserves of $3,267,000 and $3,572,000 at December 31, 1994
and 1995, respectively. The collection of these fees is expected from cash
flows generated by long-term operation and eventual sale of the real estate
assets. Fees totaling $359,000 were collected during 1995.
Investments in Partnerships
- ---------------------------
NEIC subsidiaries serve as general partner in 37 partnerships, most of which are
real estate partnerships. The general partnership interest in these
partnerships is generally 1% or less. The investment in the partnerships is
generally accounted for under the equity method since there is the ability to
exercise significant influence over the management, conduct and operation of the
various businesses. The carrying value of the investment in partnerships, which
approximates market value, was $2,778,000 and $5,150,000 at December 31, 1994
and 1995, respectively, and is included in other non-current assets. NEIC's
equity in partnership earnings is immaterial. New England Mutual is a partner
in five of these partnerships as of December 31, 1995 through its segregated
asset account vehicle. Management and advisory fees from New England Mutual's
portion of these five partnerships totaled $10,124,000, $9,455,000, and
$8,637,000 for 1993, 1994, and 1995, respectively. The remaining management and
advisory fees from the partnerships totaled $6,258,000, $6,079,000, and
$5,562,000 for 1993, 1994, and 1995, respectively.
37
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to consolidated financial Statements
NOTE 16 - FIXED ASSETS
- ----------------------
Fixed assets at December 31 consisted of the following:
1994 1995
---- ----
(in thousands)
Property and equipment $22,665 $27,146
Leasehold improvements 9,114 11,452
------- -------
31,779 38,598
Less accumulated depreciation and
amortization 16,493 21,431
------- -------
$15,286 $17,167
------- -------
Depreciation and amortization expense for 1993, 1994 and 1995 was $3,088,000,
$4,178,000 and $4,938,000, respectively.
38
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to consolidated financial Statements
NOTE 17 - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)
- -------------------------------------------------------
1995
----------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER/1/ QUARTER/1/ QUARTER/1/ QUARTER
-------- -------- -------- -------
(in thousands, except per unit data)
REVENUES:
Management and advisory
fees and other $61,097 $64,751 $63,797 $85,901
Gain on partial sale of affiliate 4,712 - - -
------- ------- ------- -------
65,809 64,751 63,797 85,901
------- ------- ------- -------
EXPENSES:
Compensation and benefits 28,348 30,003 30,102 42,702
Other expenses 21,729 23,146 20,823 29,100
------- ------- ------- -------
50,077 53,149 50,925 71,802
------- ------- ------- -------
Income before income taxes 15,732 11,602 12,872 14,099
Income tax expense 400 225 350 580
------- ------- ------- -------
Net income $15,332 $11,377 $12,522 $13,519
======= ======= ======= =======
Net income per Public Unit $ 0.53 $ 0.40 $ 0.43 $ 0.38
======= ======= ======= =======
Distributions declared per Unit $ 0.42 $ 0.44 $ 0.44 $ 0.48
======= ======= ======= =======
Operating Cash Flow/2/ $14,887 $15,532 $16,803 $21,460
======= ======= ======= =======
Weighted Average Units Outstanding 31,990 31,990 32,134 39,336
======= ======= ======= =======
1994
----------------------------------------------
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
(in thousands, except per unit data)
REVENUES:
Management and advisory
fees and other $56,011 $56,340 $57,630 $59,307
Gain on partial sale of affiliate 4,746 - - -
------- ------- ------- -------
60,757 56,340 57,630 59,307
------- ------- ------- -------
EXPENSES:
Compensation and benefits 29,007 28,774 29,077 28,615
Other expenses 17,067 17,793 18,118 20,258
Mutual fund support charge/3/ - - - 15,300
------- ------- ------- -------
46,074 46,567 47,195 64,173
------- ------- ------- -------
Income (loss) before income taxes 14,683 9,773 10,435 (4,866)
Income tax expense 350 200 250 300
------- ------- ------- -------
Net income (loss) $14,333 $ 9,573 $10,185 $(5,166)
======= ======= ======= =======
Net income per Public Unit $ 0.51 $ 0.36 $ 0.37 $ (0.11)
======= ======= ======= =======
Distributions declared per Unit $ 0.42 $ 0.42 $ 0.42 $ 0.42
======= ======= ======= =======
Operating Cash Flow/2/ $14,319 $14,242 $14,568 $14,498
======= ======= ======= =======
Weighted Average Units Outstanding 31,994 31,994 31,990 31,990
======= ======= ======= =======
/1/ Certain amounts have been reclassified to conform to the 1995 annual
presentation.
/2/ Operating Cash Flow represents income before support charge plus restricted
unit plan compensation and amortization of intangibles reduced by capital
gains. Operating Cash Flow per Unit should not be construed as an
alternative to Net income per Public Unit or cash flow from operating
activities.
/3/ Represents a charge of $15.3 million for the purchase of U.S. Government
agency securities as described in note 10.
39
NEW ENGLAND INVESTMENT COMPANIES, L.P.
Notes to consolidated financial Statements
REPORT OF INDEPENDENT ACCOUNTANTS
To the Partners of New England Investment Companies, L.P.
In our opinion, the consolidated financial statements listed in the index
appearing under Item 14 (a) (1) on page 52 of this Form 10-K present fairly, in
all material respects, the financial position of New England Investment
Companies, L.P., its predecessor corporation, New England Investment Companies,
Inc. and their subsidiaries (collectively, the "Partnership") at December 31,
1995 and 1994, and the results of their operations and their cash flows for each
of the three years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
/s/ Price Waterhouse LLP
Boston, Massachusetts
January 31, 1996
40
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
None.
41
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
Under the Partnership Agreement and Delaware Law, the Partnership's
activities are managed by the General Partner, New England Investment Companies,
Inc. The General Partner has agreed that it will conduct no business other than
that of managing the Partnership except the management of its own passive
investments. The General Partner is a wholly owned subsidiary of New England
Mutual, which has the right to elect all directors of the General Partner,
subject to its obligation to elect one designee of RTI.
The following table sets forth the name, age and positions of each of the
General Partner's directors and executive officers at December 31, 1995. The
executive officers of the General Partner hold comparable posts with the
Partnership, in which they act pursuant to delegated authority from the General
Partner.
Name Age Position
- ---- --- --------
Peter S. Voss 49 Chairman of the Board, Chief Executive Officer and
President; Chairman of Executive Committee
William S. Antle III 51 Director
Robert J. Blanding 48 Director
Thomas J. Galligan, Jr. 76 Director; Chairman of Audit Committee and member
of Compensation Committee
Paul E. Gray 64 Director
Charles M. Leighton 60 Director; member of Audit and Compensation
Committees
Victor A. Morgenstern 53 Director
Edward E. Phillips 68 Director
Robert A. Shafto 60 Director; Chairman of Compensation Committee and
member of Executive Committee
Oscar L. Tang 57 Director; member of Compensation Committee
G. Neal Ryland 54 Executive Vice President, Treasurer and Chief
Financial Officer
Sherry A. Umberfield 41 Executive Vice President, Corporate Development
Edward N. Wadsworth 58 Executive Vice President, General Counsel
and Secretary
For purposes of the following description, references to New England
Investment Companies, Inc. include the predecessor organization.
Messrs. Blanding and Morgenstern serve pursuant to a program whereby two
General Partner board positions are held, on a periodic rotating basis, by Chief
Executive Officers of Investment Management, Distribution or Consulting Firms.
Following the proposed Merger, the General Partner will be a direct or indirect
wholly owned subsidiary of Metropolitan Life, which is expected to nominate new
directors to replace selected New England Mutual representatives.
Mr. Voss is Chairman of the Board of Directors and Chief Executive Officer
of the Partnership and the General Partner. He was Chief Executive Officer and a
director of New England Investment Companies, Inc. from October 1992, and
Chairman of the Board of New England Investment Companies, Inc. from December
1992 until the acquisition of Reich and Tang. Mr. Voss was Group Executive Vice
President, Bank of America, responsible for its global asset management and
private banking business, from April 1992 to October 1992. Mr. Voss was
Executive Vice President of Security Pacific National Bank and Chief Executive
Officer of Security Pacific Hoare Govett Companies, a wholly owned subsidiary of
Security Pacific Corporation, from April 1988 to April 1992. Mr. Voss became a
director of New England Mutual in March 1993. Mr. Voss serves as Chairman or a
member of the Board of Directors of each of the Partnership's corporate
subsidiaries and the general partners of the Partnership's partnership
subsidiaries, as well as serving as Chairman of the Board of Trustees of all the
mutual funds in the New England Fund Group and serving as trustee of Harris
Associates Investment Trust. Mr. Voss serves as a member of the Board of
Governors of the Investment Company Institute.
42
Mr. Antle became a director of the General Partner in January 1996. He has
been President and Chief Executive Officer of Oak Industries Inc., a
manufacturer of communications components, since December 1989. From June to
December 1989, he was President of the Hadleigh Group, a consulting firm
specializing in improving the profitability of underperforming companies. Prior
to that time, Mr. Antle was Executive Vice President of Bain and Company, an
international strategy consulting firm, where he served in several executive
positions from 1980 until his departure. Mr. Antle is also a director of ESCO
Electronics Corporation and GenRad, Inc.
Mr. Blanding became director of the General Partner in January 1996. Since
April 1995, Mr. Blanding has served as President, Chief Executive Officer and a
director of Loomis Sayles. He was President, Chief Operating Officer and a
director of Loomis Sayles from August 1992 until April 1995, and an Executive
Vice President and director of Loomis Sayles from September 1991 to August 1992.
References to Loomis Sayles include the general partner of Loomis Sayles as well
as a predecessor organization.
Mr. Galligan became a director of New England Investment Companies, Inc. in
May 1990 and serves as director of the General Partner. Mr. Galligan was
Chairman of the Board of Directors of Boston Edison Company from 1979 until his
retirement in December 1986, served as its Chief Executive Officer from 1970 to
1984 and served as a director until May 1990. Mr. Galligan formerly served as a
director of New England Mutual.
Dr. Gray became a director of the General Partner in March of 1996. He has
been Chairman of the Corporation at the Massachusetts Institute of Technology
since October 1990 and a member of the faculty since 1960. Dr. Gray also serves
as a director of The Boeing Company, Eastman Kodak Company and New England
Mutual.
Mr. Leighton became a director of New England Investment Companies, Inc. in
May 1990 and serves as director of the General Partner. Mr. Leighton has been
Chairman of the Board and Chief Executive Officer of CML Group, Inc., a
specialty consumer products company, since 1969. Mr. Leighton also serves as a
director of New England Mutual.
Mr. Morgenstern became a director of the General Partner in January 1996.
Since January 1992, Mr. Morgenstern has been the President, Chief Executive
Officer and a director of Harris. Prior to such time, he was a Vice President
and director of Harris. Mr. Morgenstern also serves as President and a Trustee
of Harris Associates Investment Trust. References to Harris include the general
partner of Harris as well as a predecessor organization.
Mr. Phillips was Chairman of the Board of Directors of New England
Investment Companies, Inc. from December 1989 until December 1991 and from
August 1992 until December 1992. He currently serves as a director of the
General Partner. He was Chief Executive Officer of New England Investment
Companies, Inc. from August 1992 until October 1992. Mr. Phillips served as
Chairman of the Board of Directors of New England Mutual from 1978 to June 1993
and Chief Executive Officer of New England Mutual from 1978 to January 1992. Mr.
Phillips serves as a director of NYNEX Corporation.
Mr. Shafto, a director of New England Investment Companies, Inc. since
August 1992, became Chairman of the Board of Directors of New England Mutual in
July 1993, and is President and Chief Executive Officer of New England Mutual,
having served in that capacity since January 1992. He currently serves as a
director of the General Partner. Mr. Shafto was President and Chief Operating
Officer of New England Mutual from 1990 to 1992 and President- Insurance and
Personal Finance Services of New England Mutual from 1988 to 1990. Mr. Shafto
also serves as a director of Fleet Bank of Massachusetts, N. A. and Keane, Inc.
Mr. Tang became a director of the General Partner in September 1993 at the
time of the acquisition of Reich & Tang. Mr. Tang, a founder of RTI and Reich &
Tang, has been an officer and director of RTI since its organization in 1970,
and was Chairman of the Board of Directors and Chief Executive Officer of RTI
from 1981 until 1987 when he became President and Chief Executive Officer. He
currently serves as a consultant to the Partnership and serves as a director for
IFR Systems, Inc.
Certain background information is provided below with respect to the
executive officers of the General Partner in addition to Mr. Voss. The executive
officers of the General Partner hold comparable posts with the Partnership, in
which they act pursuant to delegated authority from the General Partner.
43
Mr. Ryland is Executive Vice President, Treasurer and Chief Financial
Officer of the General Partner. He assumed comparable posts with New England
Investment Companies, Inc. in July 1993. Mr. Ryland also serves as a director of
Copley, Harris and R&T Asset Management L.P. Mr. Ryland was Executive Vice
President and Chief Financial Officer of The Boston Company, a diversified
financial services company, from March 1989 until July 1993.
Ms. Umberfield is Executive Vice President, Corporate Development of the
General Partner. She held a comparable position with New England Investment
Companies, Inc. from December 1989 until September 1993. Ms. Umberfield was a
Vice President of New England Mutual from December 1988 to December 1992. She is
a Chartered Financial Analyst. Ms. Umberfield is a director of NEIA and
Graystone and of the general partners of NEF and Westpeak.
Mr. Wadsworth is Executive Vice President, General Counsel and Secretary of
the General Partner. He held comparable posts with New England Investment
Companies, Inc. since December 1989. Mr. Wadsworth was Senior Vice President and
Associate General Counsel of New England Mutual from 1981 until December 1992.
Mr. Wadsworth is the Clerk of NEIA and of Westpeak's and R&T Asset Management
L.P.'s general partners.
Section 16(a) of the Securities Exchange Act of 1934 requires the General
Partner's directors and executive officers, and persons who own more than 10% of
the Units, to file with the SEC and NYSE initial reports of ownership and
reports of changes in ownership of Units. To the best of the Partnership's
knowledge, during the year ended December 31, 1995, all Section 16(a) filing
requirements applicable to its executive officers, directors and 10% beneficial
owners were complied with.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth all plan and non-plan compensation paid to the
chief executive officer and to all persons who served as executive officers of
the Partnership in 1995 (such persons being hereinafter collectively referred to
as the "Named Executive Officers"):
Annual Compensation (1) Long-Term Compensation
--------------------------------- ---------------------------------
Name and Restricted All Other
Principal Position Year Salary Bonus Other Unit Awards (3) Compensation (4)
- ------------------ ---- ------- ----- ----- --------------- ----------------
Peter S. Voss 1995 $440,000 $1,020,000 - - $48,946
Chairman and Chief 1994 400,000 400,000 - - 16,005
Executive Officer 1993 400,000 400,000 $177,286(2) $9,250,000 18,808
G. Neal Ryland 1995 235,000 235,000 - - 27,512
Executive Vice 1994 220,000 150,000 - - 22,459
President, Treasurer 1993 100,000 50,000 - 809,375 16,544
and Chief Financial Officer
Sherry A. Umberfield 1995 205,000 140,000 - - 24,375
Executive Vice 1994 205,000 45,000 - - 10,861
President, Corporate 1993 205,000 50,000 - 1,734,375 12,044
Development
Edward N. Wadsworth 1995 212,500 145,000 - - 36,209
Executive Vice 1994 212,500 53,000 - - 13,046
President, General 1993 212,500 50,000 - 1,734,375 15,235
Counsel and Secretary
- -----------------------------
(1) Includes annual compensation paid by the Partnership, and by New England
Investment Companies, Inc. prior to the acquisition of Reich & Tang, which
occurred on September 15, 1993. Mr. Ryland became employed by New England
Investment Companies, Inc. on July 19, 1993.
44
(2) Represents relocation and related expenses paid for the benefit of or
reimbursed to Mr. Voss, including related tax gross-up payments.
(3) The Restricted Unit valuations set out in the table above were calculated
using $23.125 per Unit, which was the Unit value at date of grant,
September 15, 1993. Calculated using the December 31, 1995 Unit valuation
of $21.125, the ownership and valuation of unvested Units held by the Named
Executive Officers under the Partnership's Restricted Unit Plan are as
follows: Mr. Voss, 160,000 Units valued at $3,380,000; Mr. Ryland, 14,000
Units valued at $295,750; Ms. Umberfield, 30,000 Units valued at $633,750;
and Mr. Wadsworth, 30,000 Units valued at $633,750. These Units are
scheduled to vest one-half on each of June 30, 1996 and June 30, 1997.
Partnership distributions are paid on these Units.
(4) With respect to 1995, consists of insurance payments for term life (in each
case less than $2,000) and contributions under defined contribution plans
as follows: $46,940 for the benefit of Mr. Voss; $26,440 for the benefit
of Mr. Ryland; $23,440 for the benefit of Ms. Umberfield; and $35,240 for
the benefit of Mr. Wadsworth.
RESTRICTED UNIT PLAN
At the time of the acquisition of Reich & Tang on September 15, 1993, the
Partnership established the Restricted Unit Plan ("RUP") pursuant to which New
England Mutual and RTI contributed 1,100,000 and 326,000 Units, respectively, to
the Partnership to be used for Unit grants. Under the Partnership Agreement,
the expense and associated tax benefit of restricted Units grants under the RUP
are specially allocated to New England Mutual and RTI, so that publicly-traded
Units bear no expense or related tax deduction from the RUP. There was no cost
to the executive for the restricted Units, and each executive has the right to
vote and to receive Partnership distributions made on such Units.
The Partnership's Restricted Unit Plan provides for the immediate vesting of all
restricted Units held by all plan participants in the event of a "change of
control" of the Partnership, as in the case of the proposed Merger of New
England Mutual with Metropolitan Life. See Item 1, The Proposed Merger of New
England Mutual and Metropolitan Life.
EMPLOYMENT AGREEMENTS
NEIC and the General Partner are party to an employment agreement ("the
Employment Agreement") dated as of August 16, 1995 (the "Effective Date") with
Peter S. Voss providing for the employment of Mr. Voss as Chairman of the Board,
Chief Executive Officer and President of the Partnership 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. 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 the Partnership 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 payment 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 the Partnership 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, the Partnership and the General Partner are also party to
agreements dated as of August 16, 1995 (the "Named Executive Agreements") with
each of G. Neal Ryland, Sherry A. Umberfield and Edward N. Wadsworth providing,
in each case, that if the employment of such Named Executive Officer is
terminated by the Partnership prior to the third anniversary of the Effective
Date of such Named Executive Agreements other than for Cause or disability or if
the Partnership constructively Discharges such Named Executive Officer and if
Peter S. Voss or his designee, in his capacity as Administrator under the Named
Executive Agreements, determines that such termination of employment or
Constructive Discharge was not primarily related to such Named Executive
Officer's performance or the ordinary course of business, then
45
such Named Executive Officer shall be entitled to lump sum payments equal to one
and one-half times his or her salary and his or her bonus amount.
COMPENSATION OF DIRECTORS
Directors of the General Partner who are not employees of the Partnership or its
subsidiary firms ("Outside Directors") receive a retainer of $20,000 annually.
In addition, the Partnership pays each Outside Director fees of $1,500 per
meeting of the Board of Directors attended and $750 per meeting of a Board
Committee attended. Chairmen of Committees of the Board of Directors who are
Outside Directors are paid an additional annual retainer of $1,500. Directors
may defer payment of retainer and meeting fees under a directors deferred
compensation plan. Mr. Tang has a consulting arrangement with the Partnership
that provides for the payment of annual consulting fees of $150,000.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Robert A. Shafto, the Chairman, President and Chief Executive Officer of New
England Mutual, serves as Chairman of the Compensation Committee of the Board of
Directors of the General Partner of the Partnership. Other members of the
Compensation Committee are Thomas J. Galligan, Charles M. Leighton and Oscar L.
Tang. Peter S. Voss serves on the Board of Directors of New England Mutual.
See Item 13, "Certain Relationships and Related Transactions," for a discussion
of the relationship between the Partnership and the General Partner with New
England Mutual.
46
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
- ------- ---------------------------------------------------------------
PRINCIPAL SECURITY HOLDERS
- --------------------------
The following table sets out information as of January 31, 1996 as to all
persons known by the Partnership to hold 5% or more of the outstanding Units.
Name and Address of Amount and Nature of Percent
Beneficial Owner Beneficial Ownership of Class
- ---------------- -------------------- --------
New England Mutual 20,790,000 (1) 55.8%
Life Insurance Company
501 Boylston Street
Boston, Massachusetts 02117
Reich & Tang, Inc. 6,582,400 (1) 17.7%
125 Cove Neck Road
Oyster Bay, New York 11771
Oscar L. Tang 3,119,370 (2) 8.4%
600 Park Avenue
New York, New York 10020
- ----------------------
(1) Does not include 551,800 Units and 166,300 Units contributed to the RUP by
New England Mutual and RTI, respectively, as to which the contributing
organizations retain certain income or reversionary rights. See Item 11
for a further description of the RUP. The ownership of New England Mutual
shown excludes 110,000 GP Units owned by the General Partner, which
represent all GP Units outstanding.
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.
(2) All Mr. Tang's Units are beneficially owned indirectly through stock
ownership in RTI, and such Units are included in the ownership attributed
to RTI set out immediately above. Included are (i) 36,349 Units
indirectly held by a trust for the lifetime benefit of Mr. Tang of which
Mr. Tang is one of two trustees, and (ii) 885,584 Units indirectly held by
trusts for Mr. Tang's children, as to which Mr. Tang disclaims beneficial
ownership. Mr. Tang is a director of the General Partner of the
Partnership and serves as a consultant to the Partnership.
47
MANAGEMENT
- ----------
The following table sets out the beneficial ownership of Units as of
January 31, 1996 of each director of the General Partner, of each Named
Executive Officer of the General Partner and of all directors and executive
officers of the General Partner as a group:
NAME OF BENEFICIAL OWNER AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP PERCENT OF CLASS
- ---------------------------------------- ------------------------------------------- -------------------
Peter S. Voss (1)(2) 400,300 1.1%
William S. Antle III (3) - -
Robert S. Blanding 9,000 *
Thomas J. Galligan, Jr. 2,000 *
Paul E. Gray (4) - -
Charles M. Leighton (3) 1,750 *
Victor A. Morgenstern (5) 700,000 1.9%
Edward E. Phillips 3,000 *
Robert A. Shafto 2,700 *
Oscar L. Tang (6) 3,119,370 8.4%
G. Neal Ryland (1)(7) 36,000 0.1%
Sherry A. Umberfield (1) 70,000 0.2%
Edward N. Wadsworth (1) 67,380 0.2%
All directors and executive officers of the
General Partner as a group (12 persons) 4,411,500 11.8%
* Represents less than 1%.
(1) Includes Units granted under the Partnership's RUP. See Item 11 for a
description of the RUP.
(2) Includes 300 Units held by a child of Mr. Voss, as to which Mr. Voss
disclaims beneficial ownership.
(3) Does not include accounts holding values equal to 118 Units and 8,159
Units for Messrs. Antle and Leighton, respectively, under a plan
whereby directors of the General Partner can defer some or all of their
Board retainer and meeting fees.
(4) Dr. Gray became a director of the General Partner on March 19, 1996.
(5) Includes 180,000 Units held by a limited partnership as to which Mr.
Morgenstern serves as general partner.
(6) For a statement of Mr. Tang's beneficial ownership, see under the caption
Principal Security Holders immediately above.
(7) Includes 1,000 Units held by Mr. Ryland's children, as to which he
disclaims beneficial ownership.
48
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
RELATIONSHIPS WITH NEW ENGLAND MUTUAL
As of December 31, 1995, New England Mutual owned 56% of the outstanding
Units, and four of its directors (one of whom is New England Mutual's Chief
Executive Officer) also serve as directors of the General Partner. In addition,
the General Partner is a wholly owned subsidiary of New England Mutual and has
the rights of a general partner under NEIC's partnership agreement. The
Partnership and New England Mutual maintain several important business
relationships as summarized below.
Asset Management and Related Matters. As of December 31, 1995 certain of
the Partnership's Investment Management Firms managed approximately $6.8 billion
of New England Mutual's General Account assets. These services are provided
principally under investment management agreements (the "Management Agreements")
with several of the Investment Management Firms. For 1995, these Management
Agreements contained annual fee rates ranging from 0.18% to 0.50% of assets
advised, depending upon the class of asset, with a minimum fee payable of $14.4
million. NEIC earned $15.0 million under this agreement in 1995. NEIC also
earned $1.5 million in 1995 under a special incentive fee arrangement for the
sale of real estate assets in support of New England Mutual's General Account
portfolio reallocation goals. For 1996, General Account fees earned will range
from 0.166% to 0.50%, based on current market rates, with a minimum guaranteed
fee of $13.0 million. Additionally, there is the opportunity to continue to earn
special incentive fees if real estate assets are sold to unaffiliated buyers.
Although the Management Agreements can be terminated and assets can be allocated
to outside managers, the $13.0 million minimum fee for 1996 is payable to NEIC
in the absence of a material breach of the Management Agreements. Any future
rate changes will be negotiated, and management expects that such negotiated
rates will be competitive in the market at such time.
In addition, certain Investment Management Firms, as of December 31, 1995,
managed approximately $3.9 billion of assets held directly or indirectly in
segregated asset accounts of New England Mutual. Of this total, Copley managed
$3.2 billion. For such services, the Firms received directly from New England
Mutual approximately $14.2 million in 1995. The Firms also managed 10 mutual
funds for the New England Zenith Funds which contain $1.5 billion in assets
segregated to meet obligations under variable life insurance and variable
annuity products issued by New England Mutual and a subsidiary of New England
Mutual, as well as investments backing certain other insurance products issued
by New England Mutual.
New England Mutual has made mortgage loans to several real estate projects
owned by joint ventures in which a Copley-sponsored fund participates. New
England Mutual also serves as sole or joint guarantor of joint venture-related
indebtedness in certain instances. In certain other cases New England Mutual is
a coinvestor in investment funds sponsored by the Investment Management Firms,
principally Copley.
Services and Office Space. New England Mutual provides various services to
the Partnership and the Firms pursuant to a services agreement between New
England Mutual and NEIC dated as of January 1, 1992. These services include
certain data processing, internal audit and various other administrative support
services. All such services are provided at competitive rates established from
time to time by negotiation between New England Mutual and the General Partner.
In 1995, the Partnership paid New England Mutual approximately $3.2 million for
such services. New England Mutual can discontinue providing, and the Partnership
and the Firms can discontinue receiving, any or all of these services at any
time on 60 days' notice.
The Partnership and certain of its Subsidiaries lease office space and
certain office equipment in a building owned by New England Mutual, for which,
in 1995, New England Mutual received $2.9 million. The leases commenced at
various dates ranging from July 1991 to January 1993 and expire at various
dates. The rates are generally at current market rates.
Retail Mutual Fund Distribution. Certain mutual funds sponsored by the
Partnership, including the 22 mutual funds in the New England Fund Group, are
sold in the retail market through broker-dealers including NES, which is owned
by New England Mutual. NES's retail sales force consists of registered
securities representatives who are part of New England Mutual's insurance agent
field force. New England Funds paid $19.5 million to NES in 1995, including
commissions on the sales of load mutual funds, 12-B1 distribution fees, and
servicing fees on no-load mutual funds. In addition, NES is the principal
underwriter
49
for the funding vehicles for certain New England Mutual variable life and
variable annuity products which are advised by the Partnership's Investment
Management Firms.
Tax Indemnification. For periods prior to the acquisition of Reich & Tang,
New England Investment Companies, Inc. and its subsidiaries filed consolidated
returns for federal and certain state income taxes together with certain
subsidiaries of New England Mutual. In connection with the acquisition of Reich
& Tang, all liabilities for taxes owed by New England Investment Companies, Inc.
under these agreements were canceled and were not transferred to the
Partnership. New England Mutual will indemnify and hold harmless the Partnership
for any additional federal income taxes for New England Investment Companies,
Inc. imposed for periods prior to the acquisition of Reich & Tang, offset by any
tax benefit for periods prior to the acquisition of Reich & Tang.
Participation in New England Mutual's Employee Benefit Plans. Employees of
the Partnership and certain of its Subsidiaries have participated in various
retirement, profit-sharing, supplemental insurance and health care and welfare
benefit plans sponsored by New England Mutual. As of December 31, 1994, the
Partnership has instituted its own retirement and profit sharing plans, and
benefits have been frozen under New England Mutual's defined benefit retirement
plan. During 1995, the Partnership revised the Health and Welfare program to
allow employees to participate in health maintenance organization plans or New
England Mutual's medical indemnity plan, based on individual election. Amounts
paid by the Partnership and its Subsidiaries during 1995 relating to employees'
participation in plans sponsored by New England Mutual was $1.2 million. In
addition, Loomis Sayles purchased cash value life insurance policies from New
England Mutual to satisfy Loomis Sayles obligations under a death benefit plan
for senior executives. Premiums paid on these policies were $1.1 million in
1995.
Certain Other Matters. New England Mutual has agreed to indemnify Copley
against any and all liability and expense arising out of certain suits and out
of other claims or actions involving certain investments relating to retirement
plans managed by the Washington State Investment Board and the State Teachers
Retirement Board of Ohio. See Item 3, "Legal Proceedings" for a description of
these actions.
New England Mutual has agreed to advance funds to Copley to meet Copley's
contribution obligation, if it should arise, with respect to one investment
partnership where a Copley subsidiary has a less than 1% general partnership
interest. This obligation arose in 1992 incident to the contribution by Copley
of various real estate interests to a subsidiary of New England Mutual in
exchange for preferred stock.
The Partnership and New England Mutual expect to maintain many of these
relationships for the foreseeable future. Transactions between New England
Mutual and the Partnership entered into in the future, including changes to the
investment management fees the Partnership charges New England Mutual and
service fees New England Mutual charges the Partnership, will be determined by
negotiation from time-to-time. The Partnership believes that the financial
aspects of these relationships are no less favorable to the Partnership than
those available from unaffiliated third parties.
Incident to New England Mutual's proposed Merger with Metropolitan Life,
New England Mutual's ownership interests in NEIC and the General Partner will be
transferred to Metropolitan Life, and Metropolitan Life will succeed to the
various arrangements of New England Mutual with NEIC. For additional information
regarding the Merger, see Item 1, "The Proposed Merger of New England Mutual and
Metropolitan Life."
New England Mutual and RTI have notified the General Partner that they may,
subject to market and other conditions, seek to sell a portion of their holdings
of Units in the future pursuant to certain registration rights contained in a
Registration Rights Agreement by and among such parties and the Partnership.
RELATIONSHIPS WITH RTI
As of December 31, 1995, RTI owns approximately 17.8% of the outstanding
Units. Numerous actions were taken in 1993 involving RTI incident to or as a
condition of the acquisition of Reich & Tang, including the Partnership
undertaking to use its best efforts, through September 15, 1996, to maintain
liability insurance coverage with respect to actions or omissions occurring
prior to the acquisition of Reich & Tang for the benefit of RTI and its officers
and directors with coverage being substantially the same as that historically
maintained by RTI.
50
OTHER RELATIONSHIPS
As of January 31, 1996, the Partnership had guaranteed loans by a commercial
bank in an aggregate principal amount of $2.0 million to certain key employees
of the Partnership and its Subsidiaries for the payment of income taxes arising
upon the vesting of restricted LP Units granted to such employees under the
Partnership's Restricted Unit Plan. See Item 11, "Executive Compensation" for
further information on the Restricted Unit Plan. Prior to collecting on such
indemnity, in addition to realizing on the Units that have been pledged by the
key employees as collateral, the bank must, for a period of 90 days, use all
reasonable means available to recover on loans in default directly from the
borrower.
51
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
(a) The following documents are filed as part of this report:
(1) Financial Statements.
---------------------
The consolidated financial statements of New England Investment Companies, L.P. are included under
Item 8 of this Form 10-K as follows:
Page
----
Consolidated Balance Sheet at December 31, 1994 and 1995 20
Consolidated Statement of Income
for the three years ended December 31, 1995 21
Consolidated Statement of Cash Flows
for the three years ended December 31, 1995 22
Consolidated Statement of Changes in Partners' Capital
for the three years ended December 31, 1995 23
Notes to Consolidated Financial Statements 24
Report of Independent Accountants 40
(2) Financial Statement Schedules
-----------------------------
Schedules are omitted because they are not applicable or the required
information is shown on the notes thereto.
(3) Exhibits
--------
The following exhibits required to be filed by Item 601 of Regulation S-K
are filed herewith or incorporated herein by reference, as indicated.
Executive Compensation Plans and Arrangements:
10.1 1993 Equity Incentive Plan. (1)
10.2 Restricted Unit Plan. (1)
10.3 Restricted Unit Plan Agreement with Peter S. Voss. (1)
10.4 Restricted Unit Plan Agreement with G. Neal Ryland. (1)
10.5 Restricted Unit Plan Agreement with Sherry A. Umberfield. (1)
10.6 Restricted Unit Plan Agreement with Edward N. Wadsworth. (1)
10.7 New England Mutual Progress Sharing Plan and Amendments thereto.
(1)
10.8 New England Mutual Retirement Plan and Amendments thereto. (1)
10.9 New England Mutual Supplemental Retirement Plan. (1)
10.10 New England Mutual Supplemental Insurance Plan for Executives
and Amendments thereto. (1)
10.11 Employment Agreement with Peter S. Voss. (2)
52
10.12 Agreement with G. Neal Ryland. (2)
10.13 Agreement with Sherry A. Umberfield. (2)
10.14 Agreement with Edward N. Wadsworth. (2)
10.15 Defined Contribution Retirement Plan of the Partnership.
10.16 401 (k) Savings Plan of the Partnership.
10.17 Directors Deferred Compensation Plan.
Other Exhibits:
3. Charter Documents.
3.1 Articles of Organization of New England Investment
Companies, Inc. (1)
3.2 By-Laws of New England Investment Companies, Inc. (1)
3.3 Certificate of Limited Partnership of New England Investment
Companies, L.P., together with all amendments thereto. (1)
3.4 Amended and Restated Agreement of Limited Partnership of New
England Investment Companies, L.P. (1)
3.5 Agreement Amending the Amended and Restated Agreement of
Limited Partnership of New England Investment Companies,
L.P. in respect of Certain Employee Compensation Liabilities
Accrued in 1993. (1)
4. Instruments Defining the Rights of Security Holders.
4.1 Form of Certificate Evidencing Units Representing Limited
Partnership Interests. (1)
4.2 Form of Senior Note Certificate. (Included as an exhibit to
Exhibit 4.3)
4.3 Form of Note Purchase Agreement.
9. Voting Agreement by and among New England Investment Companies,
Inc., Reich & Tang, Inc. and New England Mutual Life Insurance
Company. (1)
10. Material Contracts.
10.18 Second Amended and Restated Limited Partnership Agreement of
Capital Growth Management Limited Partnership. (1)
10.19 Registration Rights Agreement by and among Reich & Tang,
Inc., New England Mutual Life Insurance Company and New
England Investment Companies, L.P. (1)
10.20 Amendment Number 1 to Investment Management Agreement among
New England Mutual Life Insurance Company, New England
Investment Companies, L.P. and Back Bay Advisors, L.P.
10.21 Investment Management Agreement among New England Mutual
Life Insurance Company and Copley Real Estate Advisors, Inc.
53
10.22 Investment Management Agreement among New England Mutual
Life Insurance Company and Loomis, Sayles & Company, L.P.
(5)
10.23 Services Agreement between New England Mutual Life Insurance
Company and New England Investment Companies, L.P. (1)
10.24 Indemnification Agreement between New England Mutual Life
Insurance Company, and Copley Real Estate Advisors, Inc.,
together with Amendment No. 1 thereto. (1)
10.25 Lease between New England Mutual Life Insurance Company, New
England Investment Companies, L.P. and certain Subsidiaries.
(1)
10.25 Partnership Admission Agreement dated June 22, 1995
(Acquisition by the Partnership of the assets of Harris
Associates L.P.). (3)
10.26 Amendment No. 1 to Partnership Admission Agreement dated
June 22, 1995. (4)
10.27 Registration Rights Agreement between the Partnership and
Harris Associates L.P.
10.28 Investment Management Agreement among New England Mutual
Life Insurance Company, New England Investment Companies,
L.P. and Back Bay Advisors.(5)
21. Subsidiaries of New England Investment Companies, L.P.
23. Consent of Price Waterhouse LLP.
27. Financial Data Schedule.
NOTES
---------------------
(1) Filed as an Exhibit to Registrant's 1993 Form 10-K Annual Report
(File No. 1-9468).
(2) Filed as an Exhibit to Registrant's Current Report on Form 8-K
(File No. 1-9468) dated November 8, 1995.
(3) Filed as an Exhibit to Registrant's Quarterly Report on Form
10-Q (File No. 1-9468) for the quarter ended June 30, 1995.
(4) Filed as an Exhibit to Registrant's Current Report on Form 8-K
(File No. 1-9468) dated September 29, 1995 and filed with the
Commission on October 10, 1995.
(5) Filed as an Exhibit to Registrant's 1994 Form 10-K Annual Report
(File No. 1-9468).
54
(b) Form 8-K filings:
(i) On October 10, 1995, the Partnership filed with the Commission a
Current Report on Form 8-K dated September 29, 1995 reporting
the consummation of the acquisition of Harris Associates L.P.
and certain operating policies resulting from the Harris
acquisition relating to the payment of distributions to holders
of Units. The following financial statements and pro forma
financial information were filed therewith:
(A) Consolidated Audited Financial Statements of Harris
Associates L.P. and Subsidiaries as of December 31, 1994,
1993 and 1992.
(B) Consolidated Unaudited Financial Statements of Harris
Associates L.P. and Subsidiaries as of June 30, 1995 and
1994.
(C) Unaudited Pro Forma Condensed Combined Balance Sheet of New
England Investment Companies, L.P. as of June 30, 1995.
(D) Unaudited Pro Forma Condensed Combined Statement of
Operations of New England Investment Companies, L.P. for
the Six Months Ended June 30, 1995.
(E) Unaudited Pro Forma Condensed Combined Statement of
Operations of New England Investment Companies, L.P. for
the Year Ended December 31, 1994.
(ii) On November 9, 1995, the Partnership filed with the Commission a
Current Report on Form 8-K dated November 8, 1995 (A) reporting
certain employment arrangements with the Partnership's Chairman,
Chief Executive Officer and President; Executive Vice President
and Chief Financial Officer; Executive Vice President, Corporate
Development and Executive Vice President and General Counsel and
(B) filing an audited balance sheet of New England Investment
Companies, Inc., NEIC's general partner, as of December 31, 1993
and 1994.
55
SIGNATURES
----------
Pursuant to the requirements of Section 13 or 15(d) 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.
Registrant: NEW ENGLAND INVESTMENT COMPANIES, L.P.
By: NEW ENGLAND INVESTMENT COMPANIES, INC.
General Partner
By: /s/ Edward N. Wadsworth
-----------------------
Edward N. Wadsworth
Executive Vice President
Date: March 19, 1996
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the registrant
and in the capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ G. Neal Ryland Executive Vice President, Chief March 19, 1996
- -------------------------- Financial Officer and Treasurer
G. Neal Ryland
/s/ Stephen D. Martino Senior Vice President and Controller March 19, 1996
- --------------------------
Stephen D. Martino
/s/ Peter S. Voss Chairman, Chief Executive Officer March 19, 1996
- -------------------------- and President
Peter S. Voss
Director March, 1996
- ---------------------------
William S. Antle III
/s/ Robert J. Blanding Director March 19, 1996
- ---------------------------
Robert J. Blanding
/s/ Thomas J. Galligan, Jr. Director March 19, 1996
- ----------------------------
Thomas J. Galligan, Jr.
Director March, 1996
- ----------------------------
Paul E. Gray
/s/ Charles M. Leighton Director March 19, 1996
- ----------------------------
Charles M. Leighton
/s/ Victor A. Morgenstern Director March 19, 1996
- ----------------------------
Victor A. Morgenstern
/s/ Edward E. Phillips Director March 19, 1996
- ----------------------------
Edward E. Phillips
/s/ Robert A. Shafto Director March 19, 1996
- ----------------------------
Robert A. Shafto
/s/ Oscar L. Tang Director March 19, 1996
- ----------------------------
Oscar L. Tang
56