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) October 15, 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
New England Investment Companies, L.P. ("NEIC") announced on October
15, 1996, that it had signed an agreement to acquire certain assets and assume
certain of the liabilities of Aldrich, Eastman & Waltch, L.P. ("AEW"), a
Boston-based real estate investment advisory firm having approximately $5
billion of net assets under management. These operations would be combined with
those of NEIC's real estate advisory subsidiary, Copley Real Estate Advisors,
Inc. ("Copley"), to form a firm with approximately $7 billion of net assets
under management. With its combined knowledge of real estate and capital
markets, the new firm will emphasize high-yield debt and equity strategies, real
estate securities and client portfolio consulting. AEW is currently a privately
held partnership.
Under the agreement, NEIC will purchase certain assets and assume
approximately $5 million of liabilities of AEW for a payment at Closing of $62.5
million in cash and newly-issued L.P. Units and a $5 million three-year
amortizing note. In addition, up to $35 million in cash will be paid upon
certain revenue targets being achieved by the new firm over the three calendar
years following the Closing. 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
certain AEW client consents.
Item 7. Financial Statements and Exhibits
(1) Press Release dated October 15, 1996.
(2) Partnership Admission Agreement dated October 15, 1996 (relating to
the acquisition by New England Investment Companies, L.P. of assets
of Aldrich, Eastman & Waltch, L.P.).
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: October 15, 1996 By /s/ Edward N. Wadsworth
-------------------------------
Edward N. Wadsworth
Executive Vice President
-2-