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 7, 2005
NUVEEN INVESTMENTS, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 1-11123 36-3817266
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification
incorporation) Number)
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
(Address of principal executive offices) (Zip Code)
(312) 917-7700
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
|_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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SECTION 1 -- Registrant's Business and Operations
ITEM 1.01 Entry into a Material Definitive Agreement
On September 12, 2005, Nuveen Investments, Inc., a Delaware
corporation (the "Company"), issued $250,000,000 aggregate principal amount of
its 5.00% Senior Notes due 2010 and $300,000,000 aggregate principal amount of
its 5.50% Senior Notes due 2015 (together, the "Notes"). The Notes are governed
by an Indenture, dated as of September 12, 2005, between the Company and The
Bank of New York Trust Company, N.A., as Trustee, as supplemented by a
Supplemental Indenture, dated as of September 12, 2005 (together, the
"Indenture"). The Notes are the senior unsecured obligations of the Company and
will rank equally with the Company's other senior unsecured indebtedness. On
September 7, 2005, the Company entered into an underwriting agreement (the
"Underwriting Agreement") with Citigroup Global Markets Inc. and UBS Securities
LLC, as representatives of the several underwriters named in Schedule II thereto
(collectively, the "Underwriters"), pursuant to which the Company agreed to sell
the Notes to the Underwriters.
The foregoing description of the Indenture and the Underwriting
Agreement does not purport to be complete and is qualified in its entirety by
reference to the full text of the Indenture and the Underwriting Agreement,
copies of which are filed as Exhibits 1.1, 4.1 and 4.2 hereto and are
incorporated by reference herein.
A copy of the Company's press release, dated as of September 13,
2005, announcing the issuance of the Notes is filed as Exhibit 99.1 hereto and
is incorporated by reference herein.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
EXHIBIT DESCRIPTION
NUMBER -----------
------
Exhibit 1.1 Underwriting Agreement, dated as of September 7, 2005, among
Nuveen Investments, Inc. and Citigroup Global Markets Inc. and
UBS Securities LLC, as representatives of the several
underwriters named in Schedule II thereto.
Exhibit 4.1 Indenture, dated as of September 12, 2005, between Nuveen
Investments, Inc. and The Bank of New York Trust Company,
N.A., as Trustee.
Exhibit 4.2 First Supplemental Indenture, dated as of September 12, 2005,
between Nuveen Investments, Inc. and The Bank of New York
Trust Company, N.A., as Trustee.
Exhibit 99.1 Press Release issued by Nuveen Investments, Inc. on September
13, 2005.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this Current Report to be signed on its
behalf by the undersigned thereunto duly authorized.
NUVEEN INVESTMENTS, INC.
Date: September 13, 2005 By: /s/ Alan G. Berkshire
----------------------------------
Name: Alan G. Berkshire
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
NUMBER -----------
------
Exhibit 1.1 Underwriting Agreement, dated as of September 7, 2005, among
Nuveen Investments, Inc. and Citigroup Global Markets Inc. and
UBS Securities LLC, as representatives of the several
underwriters named in Schedule II thereto.
Exhibit 4.1 Indenture, dated as of September 12, 2005, between Nuveen
Investments, Inc. and The Bank of New York Trust Company,
N.A., as Trustee.
Exhibit 4.2 First Supplemental Indenture, dated as of September 12, 2005,
between Nuveen Investments, Inc. and The Bank of New York
Trust Company, N.A., as Trustee.
Exhibit 99.1 Press Release issued by Nuveen Investments, Inc. on September
13, 2005.
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