UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------
FORM 8-K
CURRENT REPORT
---------
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) September 23, 1996
NEW ENGLAND INVESTMENT COMPANIES, L.P.
--------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-9468 13-3405992
-------------------------------------------------------------------
State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
399 Boylston Street, Boston, Massachusetts 02116
-----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 578-3500
--------------
-1-
Item 5. Other Events
Acquisition Agreement
- ---------------------
New England Investment Companies, L.P.("NEIC") has signed an agreement
on September 23, 1996 to acquire certain assets and assume certain of the
liabilities of Jurika & Voyles, Inc. ("J&V"), an Oakland, California-based
investment management company with more than $5 billion in assets under
management.
Founded in 1983, J&V currently provides investment advisory services
for institutions, individuals and mutual funds. J&V, utilizing a fundamental,
research-driven value and growth investment approach, invests at opportunistic
prices in the stock of companies exhibiting growth in cash flow. The current
management team at J&V will continue to operate under the "Jurika & Voyles"
name from its present locations and will retain its investment independence.
J&V is currently a privately held corporation.
Under the agreement, NEIC will purchase certain assets and assume
certain of the liabilities of J&V for a payment at Closing consisting of
approximately $95 million in cash and newly issued NEIC L.P. Units. The
agreement requires NEIC to make additional payments over the three years
following the Closing, also in cash and NEIC L.P. Units, valued at up to $15
million in the aggregate depending on attainment of certain post-Closing revenue
levels. The acquisition will be accounted for under the purchase method of
accounting and will result in recording a significant portion of the
consideration as intangible assets for financial accounting purposes. The
purchase price is based on expected future cash flows. NEIC will finance the
cash portion of the purchase price out of available partnership cash and/or a
new $165 million revolving credit under negotiation. The closing of the
transaction is subject to the fulfillment of certain conditions, including the
approval of the shareholders of the mutual funds advised by J&V.
Legal Proceedings Update.
- -------------------------
Reference is made to "Legal Proceedings" in NEIC's Annual Report on Form
10-K for 1995 for a further description of the matters updated below. On August
30, 1996, the merger of New England Mutual Life Insurance Company ("New England
Mutual") with and into Metropolitan Life Insurance Company was completed. In
accordance with a settlement which was contingent on the completion of the
merger, the suit by the Washington State Investment Board against New England
Mutual and Copley was settled on September 5, 1996. In addition, on August 29,
1996, the suit by the State Teachers Retirement System of Ohio against New
England and Copley was settled. In each case, the settlement had no financial
impact on Copley or NEIC. Finally, a second instance of client dissatisfaction
has been expressed to NEIC's subsidiary, Loomis, Sayles & Company, L.P., with
regard to losses as a result of an options overwrite program.
-2-
Item 7. Financial Statements and Exhibits
(1) Press Release dated September 23, 1996.
(2) Partnership Admission Agreement dated September 23, 1996 (relating to
the acquisition by New England Investment Companies, L.P. of assets
of Jurika & Voyles, Inc.).
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereupon duly authorized.
NEW ENGLAND INVESTMENT COMPANIES, L.P.
By: New England Investment Companies, Inc.
its general partner
Date: September 23, 1996 By: /s/ EDWARD N. WADSWORTH
--------------------------------------
Edward N. Wadsworth
Executive Vice President
-3-