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) DECEMBER 30, 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)
N/A
(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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 30, 2005, Nuveen Investments, Inc. ("Nuveen") entered into
an Amendment to Award Agreements (the "Amendment") with Timothy R. Schwertfeger.
The Amendment amends the definition of "Retirement" contained in all option
award agreements and restricted stock award agreements between Nuveen and Mr.
Schwertfeger under (i) Nuveen's Second Amendment and Restatement of The John
Nuveen Company Equity Incentive Award Plan and (ii) the Nuveen Investments Inc.
2005 Equity Incentive Plan (together, the "Plans"). Retirement now means, with
respect to the affected award agreements, Mr. Schwertfeger's normal retirement
at 65 or his early retirement upon approval of the appropriate board committee.
The revised definition of "Retirement" removes the concept of early retirement
upon having reached that age, which, when added to the participant's years of
service with Nuveen, is equal to or greater than 90.
The foregoing summary of the Amendment is qualified in its entirety to
the terms of the Amendment, a copy of which is attached hereto as Exhibit 10.1
and incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit 10.1 Amendment and Award Agreement effective as of
December 30, 2005 between Nuveen Investments, Inc.
and Timothy R. Schwertfeger.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
NUVEEN INVESTMENTS, INC.
Date: January 9, 2006 By: /s/ Alan G. Berkshire
-----------------------------------
Name: Alan G. Berkshire
Title: Senior Vice President and
General Counsel
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
Exhibit 10.1 Amendment and Award Agreement effective as of
December 30, 2005 between Nuveen Investments, Inc. and
Timothy R. Schwertfeger.
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