UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
New England Investment Companies, L.P.
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
644095 10 1
(CUSIP Number)
Jane C. Weinberg, Esq., Metropolitan Life Insurance Company
One Madison Avenue, New York, NY 10010
(212) 578-5883
_________________________________________________
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
January 1, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G
to report the acquisition which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4),
check the following box / /
Check the following box if a fee is being paid with the statement / /
(A fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than
five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission.
See Rule 13d-1(a) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
persons initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be filed for
the purpose of Section 18 of the Securities Exchange Act of 1934
(Act) or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act
(however, see the Notes).
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S.. IDENTIFICATION NO. OF ABOVE PERSON
Metropolitan Life Insurance Company
(I.R.S. No. 13-5581829)
MetLife New England Holdings, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
N/A (b) / /
3. SEC USE ONLY
4. SOURCE OF FUNDS*
00 (See Item 3)
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) / /
6. CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7. SOLE VOTING POWER
SHARES 21,073,800
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER
EACH 0
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON 21,073,800
WITH
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
21,073,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.1%
14. TYPE OF REPORTING PERSON*
MetLife = IC; MetLife NE Holdings = HC
*SEE INSTRUCTIONS BEFORE FILLING OUT
Item 1. Security and Issuer
No change
Item 2. Identity and Background
2 (a-c).
I. Filing Parties:
No change
II. Control Relationships
No change
III. Executive Officers and Directors
In accordance with the provisions of General Instruction C to
Schedule 13-D, information concerning the executive officers and
directors of the Filing Parties is included in Schedule A hereto
and is incorporated by reference herein.
2(d). Criminal Proceedings
No change
2(e). Civil Securities Law Proceedings
No change
Item 3. Source and Amount of Funds or Other Consideration
No change
Item 4. Purpose of the Transaction
On December 10, 1996, 10,000 shares to which the Filing
Parties held a contingent reversionary interest were allocated to
other persons and became unavailable to the Filing Parties.
On January 1, 1997, 2,662,481 shares were issued by the Issuer,
thus increasing the outstanding shares and thereby reducing the
Filing Parties percentage interest.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of the outstanding
Units of the Partnership beneficially owned by the Filing Party,
is as follows:
Number of Units Directly Held: 20,790,000
Number of Units Indirectly Held: 173,800 to which there is a
contingent reversionary interest and which Units are held by the
General Partner and 110,000 into which the General Partner General
Partnership units are convertible. The General Partner is a wholly owned
subsidiary of NE Holdings.
Number of Units Directly and Indirectly held: 21,073,800
Approximate Percentage: 52.1%
The percentage is based on 40,452,631 Units outstanding. The
Filing Party disclaims beneficial ownership to all Units held indirectly.
(b) The disclosure concerning the sole or shared power to vote
the Units held by the Filing Party contained in Items 7 through 10
of the cover page hereof is hereby incorporated by reference herein.
(c) No change
(d) No change
(e) No change
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
No change
Item 7. Material to be Filed as Exhibits
Exhibit A Agreement Required for Joint Filing
Schedule of Directors and Officers
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Jane C. Weinberg
Jane C. Weinberg
Associate General Counsel
METLIFE NEW ENGLAND HOLDINGS, INC.
By: /s/ Louis Ragusa
Louis Ragusa
Vice President & Secretary
EXHIBIT A
AGREEMENT REQUIRED FOR JOINT FILING UNDER RULE 13d-1 f)(1) (iii)
February 3, 1997
Re: Statement on Schedule 13D under the Securities Exchange Act of
1934 Relating to Units of Limited Partnership of New England Investment
Companies, L.P., a Delaware limited partnership.
Each of the undersigned understands, consents and agrees that the above-
referenced Statement on Schedule 13D is filed on behalf of each of the
undersigned and that this letter shall be attached as an exhibit to such
Statement.
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/ Jane C. Weinberg
Jane C. Weinberg
Associate General Counsel
METLIFE NEW ENGLAND HOLDINGS, INC.
By: /s/ Louis Ragusa
Louis Ragusa
Vice President and
Secretary
February 3, 1997
SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS OF METLIFE AND NE HOLDINGS
INFORMATION REQUIRED BY GENERAL INSTRUCTION C OF SCHEDULE 13D
Directors of MetLife
Allen E. Murray
250 Foxhunt Crescent
Syosset, NY 11791
Retired Chairman of the Board
and Chief Executive Officer
Mobile Corporation
Citizenship USA
John B. M. Place
1100 Union St.
San Francisco, CA 94109
Former Chairman of the Board
Crocker National Corporation
Citizenship USA
William S. Sneath
41 Leeward Lane
Riverside, Ct 06878
Retired Chairman of the Board
Union Carbide Corporation
Citizenship USA
Richard J. Mahoney
800 N. Lindbergh Boulevard
St. Louis, MO 63167
Chairman of the Executive Committee
Monsanto Company
Citizenship USA
James R. Houghton
The Field
Spencer Hill Road
R.d.2
Corning, NY 14830
Chairman of the Board
and Chief Executive Officer
Corning Incorporated
Citizenship USA
Curtis H. Barnette
1170 Eighth Avenue
Martin Tower 2118
Bethlehem, PA 18016-7699
Chairman of the Board and
Chief Executive Officer
Bethlehem Steel Corporation
Citizenship USA
Joan Ganz Cooney
1 Lincoln Plaza
New York, NY 10023
Chairman, Executive Committee
Childrens Television Workshop
Citizenship USA
Robert G. Schwartz
200 Park Avenue
New York, New York
Retired Chairman of the Board,
President and Chief Executive Officer
Metropolitan Life Insurance Company
Citizenship USA
Hugh B. Price
500 E. 62nd St.
New York, NY 10021
President and Chief Executive Officer
National Urban League, Inc.
Citizenship USA
Helene L. Kaplan
146 Central Park West
New York, NY 10023
Of Counsel
Skadden, Arps, Slate, Meagher & Flom
Citizenship USA
Ruth J. Simmons, Ph.D.
Smith College
College Hall 20
Northampton, MA 01063
President
Smith College
Citizenship USA
John J. Phelan, Jr.
P.O. Box 524
Locust Valley, NY 11560
Retired Chairman
and Chief Executive Officer
New York Stock Exchange, Inc.
Citizenship USA
Harry P. Kamen
One Madison Avenue
New York, NY 10010
Chairman, President
and Chief Executive Officer
Metropolitan Life Insurance Company
Citizenship USA
Burton A. Dole, Jr.
2200 Faraday Ave.
Carlsbad, CA 92008-7208
Chairman of the Board
Nellcor Puritan Bennett
Citizenship USA
Charles M. Leighton
524 Main Street
Acton, MA 01720
Chairman & CEO
CML Group, Inc.
Citizenship USA
Executive Officers of MetLife
Harry P. Kamen
One Madison Avenue
New York, NY 10010
Chairman, President
and Chief Executive Officer
Metropolitan Life Insurance Company
Citizenship USA
Gerald Clark
One Madison Avenue
New York, NY 10010
Senior Executive Vice-President
and Chief Investment Officer
Metropolitan Life Insurance Company
Citizenship USA
Stewart G. Nagler
One Madison Avenue
New York, NY 10010
Senior Executive Vice-President
and Chief Financial Officer
Citizenship USA
Gary A. Beller
One Madison Avenue
New York, NY 10010
Executive Vice-President
and General Counsel
Citizenship USA
Robert H. Benmosche
One Madison Avenue
New York, NY 10010
Executive Vice-President
Citizenship USA
C. Robert Henrikson
One Madison Avenue
New York, NY 10010
Executive Vice-President
Citizenship USA
John D. Moynahan, Jr.
One Madison Avenue
New York, NY 10010
Executive Vice-President
Citizenship USA
Catherine A. Rein
One Madison Avenue
New York, NY 10010
Executive Vice-President
Citizenship USA
John H. Tweedie
One Madison Avenue
New York, NY 10010
Executive Vice-President
Citizenship UK and Canada
Jeffrey J. Hodgman
One Madison Avenue
New York, NY 10010
Executive Vice President
Citizenship USA
William J. Toppeta
One Madison Avenue
New York, NY 10010
Executive Vice-President
David A. Levene
One Madison Avenue
New York, NY 10010
Executive Vice President
Directors of NE Holdings
Harry P. Kamen
One Madison Avenue
New York, NY 10010
Chairman, President
and Chief Executive Officer
Metropolitan Life Insurance Company
Citizenship USA
Gary A. Beller
One Madison Avenue
New York, NY 10010
Executive Vice-President
and General Counsel
Metropolitan Life Insurance Company
Citizenship USA
Ted Athanassiades
One Madison Avenue
New York, New York 10010
Vice Chairman of the Board
Metropolitan Life Insurance Company
Citizenship USA
Robert Shafto
501 Boylston Street
Boston, MA 02116
Director
Peter Voss
501 Boylston Street
Boston, MA 02116
Executive Officers of NE Holdings
Harry P. Kamen
One Madison Avenue
New York, NY 10010
Chairman, President
and Chief Executive Officer
Citizenship USA
Arthur Typermass
One Madison Avenue
New York, NY 10010
Vice President and
Treasurer
Citizenship USA
Louis G. Ragusa
One Madison Avenue
New York, NY 10010
Vice President and
Secretary
Citizenship USA
Robert C. Tarnok
One Madison Avenue
New York, NY 10010
Controller
Citizenship USA
Cusip No. 644095 10 1
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