UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5 )*
Nvest, L.P.
_________________________________________________________________
(Name of Issuer)
Units of Limited Partnership Interest
_________________________________________________________________
(Title of Class of Securities)
67065F 10 7
(formerly 644095 10 1)
_______________________________
(CUSIP Number)
Joseph P. Cresta, Metropolitan Life Insurance Company
4100 Boy Scout Blvd., Tampa FL 33607
(813) 801-2062
_________________________________________________________________
(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
January 4, 1999
_________________________________________________________________
(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(e),(f) or (g), check the following box / /
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits.
See Rule 13d-7(b) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a
reporting person's 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.
NAMES OF REPORTING PERSONS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Metropolitan Life Insurance Company
(I.R.S. No. 13-5581829)
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(See Instructions)
(a) / / N/A
(b) / / N/A
3.
SEC USE ONLY
4.
SOURCE OF FUNDS (See Instructions)
WC
5.
CHECK 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
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON
WITH
SOLE VOTING POWER
21,452,076
SHARED VOTING POWER
0
SOLE DISPOSITIVE POWER
21,452,076
SHARED DISPOSITIVE POWER
0
11.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
21,452,076
12.
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) / /
13.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
78.0%
14.
TYPE OF REPORTING PERSON (See Instructions)
IC
Item 1. Security and Issuer
This Statement relates to the units of limited partnership
interest ("Units") of Nvest, L.P. (the "Issuer"), a Delaware
limited partnership that has its principal executive offices at
399 Boylston Street, Boston Massachusetts 02116, telephone (617)
578-3500.
Item 2. Identity and Background.
2 (a-c).
I. Filing Party:
This Statement is filed on behalf of Metropolitan Life
Insurance Company ("MetLife"). MetLife, a mutual life
insurance company, is a New York corporation with its principal
office and business at One Madison Avenue, New York, NY 10010.
MetLife shall be referred to herein as the Filing Party. This
Amendment No. 5 supplements and amends the Statement on Schedule
13D (the "Initial Schedule 13D") originally filed with the
Securities and Exchange Commission on September 15, 1993, by The
New England Mutual Life Insurance Company (predecessor of MetLife
through merger) with respect to the Units, as amended as of
August 30, 1996, January 1, 1997, January 7, 1998 and December
18, 1998 which are hereby incorporated by reference. Unless
otherwise defined herein, capitalized terms used herein without a
definition have the meanings ascribed to them in the Initial
Schedule 13D.
II. Control Relationships
MetLife is not controlled by any person or persons.
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 Party is included in Exhibit A hereto
and is incorporated by reference herein.
2(d). Criminal Proceedings
During the last five years, neither the Filing Party nor any
executive officer or director of the Filing Party has been
convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors).
2(e). Civil Securities Law Proceedings
During the last five years, neither the Filing Party nor any
executive officer or director of the Filing Party has been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violations with respect to such laws.
2(f). Citizenship
See Item 2 a-c III.
Item 3. Source and Amount of Funds or Other Consideration
Using working capital, MetLife purchased 411,976 Units of
Nvest Companies, L.P. for $11,602,274.
Item 4. Purpose of Transaction
On January 4, 1999 MetLife acquired direct ownership of 411,976
limited partnership units of Nvest Companies, L.P. at $28.1625
per unit.
The Filing Party has no formal plans to acquire or dispose of
additional Issuer Units or units convertible into such Issuer
Units ("Convertible Units"), but from time to time, as market
conditions warrant, the Filing Party may acquire and dispose of
additional Issuer Units or Convertible Units.
The Filing Party has no other plans which may relate or would
result in (i) an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or
any of its subsidiaries; (ii) a sale or transfer of a material
amount of assets of the Issuer or any of its subsidiaries; (iii)
any change in the present board of directors of the Issuer's
General Partner or management of the Issuer, including any plans
or proposals to change the number or term of directors or to fill
any existing vacancies on the Board of Issuer's General Partner;
(iv) any material change in the present capitalization or
dividend policy of the Issuer; (v) any other material change in
the Issuer's business or corporate structure; (vi) changes in the
Issuer's Limited Partnership Agreement or other actions which may
impede the acquisition of control of the Issuer by any person;
(vii) causing a class of securities of the Issuer to be delisted
from a national securities exchange; (viii) the Units becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934; or (ix) any
action similar to any of the aforementioned.
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: 140,000
Number of Units Indirectly Held: 21,312,076, including
20,994,076 Units issued by Nvest Companies, L.P. ("Nvestco
Units") convertible into an equal number of Issuer Units,
110,000 Units into which the Issuer general partnership units are
convertible and 100 Units into which the Nvest Companies, L.P.
general partnership units are ultimately convertible. The
General Partner of Issuer and Nvest Companies, L.P. is a wholly
owned subsidiary of MetLife New England Holdings, Inc. Also
included are 207,900 Units held directly by MetLife New England
Holdings, Inc., itself a wholly owned subsidiary of Filing Party.
Number of Units Directly and Indirectly held: 21,452,076
Percentage: 78.0%
The percentage is based on 27,510,424 Units deemed to be
outstanding pursuant to the last sentence of Rule 13D-3(d)(1)(i).
No Director or Executive Officer of the Filing Party
beneficially owns any Units other than Charles Leighton, Harry
Kamen and Catherine Rein. Mr. Leighton has direct beneficial
interest in 5262 Units. Mr. Kamen has direct beneficial
ownership of 5000 Units, 1000 of which he acquired on November 9,
1998 (500 at 28 5/16 and 500 at 28 7/16). Ms. Rein has direct
beneficial ownership of 750 Units.
(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) In the 60 days prior to the date of filing of this
Statement, neither the Filing Party nor, to the best knowledge of
the Filing Party, any of their directors and executive officers
has effected any transactions in the Units other than those
described in Items 4 and 5(a) hereof.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
Not applicable.
Item 7. Material to be Filed as Exhibits
Exhibit A Information relating to the Executive Officers and
Directors of the Filing Party.
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.
Date: January 8, 1999
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/Joseph P. Cresta
Vice President
EXHIBIT A
The directors of Metropolitan Life are listed below, together
with information with respect to their business address,
principal occupations and citizenship as required by General
Instruction C of Schedule D:
Curtis H. Barnette
Chairman and Chief Executive Officer
Bethlehem Steel Corporation
1170 Eighth Avenue, Martin Tower 2118
Bethlehem, Pennsylvania 18016
Citizenship USA
Robert H. Benmosche
Chairman of the Board, President and Chief Executive Officer
Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
Citizenship USA
Gerald Clark
Vice-Chairman of the Board and Chief Investment Officer
Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
Citizenship USA
Joan Ganz Cooney
Chairman, Executive Committee
Children's Television Workshop
One Lincoln Plaza
New York, New York 10023
Citizenship USA
Burton A. Dole, Jr.
Retired Chairman, President and Chief Executive Officer
Puritan Bennett
P.O. Box 208
Pauma Valley, California 92061(since 1998)
prior thereto,
Chairman of the Board
Nellcor Puritan (since 1996)
Citizenship USA
James R. Houghton
Chairman of the Board Emeritus
Corning Incorporated
80 East Market Street, 2nd Floor
Corning, New York 14830 (since 1996)
prior thereto,
Chairman and Chief Executive Officer
Citizenship USA
Harry P. Kamen
Chairman of the Board and Chief Executive Officer (retired)
Metropolitan Life Insurance Company
200 Park Avenue, Suite 5700
New York, New York 10166 (since 1998)
prior thereto,
Chairman of the Board, President
and Chief Executive Officer (since 1995)
prior thereto,
Chairman of the Board and Chief Executive Officer (since 1993)
prior thereto,
Senior Vice-President and General Counsel
Citizenship USA
Helene L. Kaplan
Of Counsel, Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
Citizenship USA
Charles M. Leighton
Retired Chairman and Chief Executive Officer
CML Group, Inc.
P.O. Box 247
Bolton, Massachusetts 01740 (since 1998)
Citizenship USA
Allen E. Murray
Retired Chairman of the Board and Chief Executive Officer
Mobil Corporation
375 Park Avenue, Suite 2901
New York, New York 10152 (since March 1994)
prior thereto,
Chairman of the Board and Chief Executive Officer (since 1993)
prior thereto,
Chairman of the Board, President and Chief Executive Officer
Citizenship USA
Stewart G. Nagler
Vice-Chairman of the Board and Chief Financial Officer
Metropolitan Life Insurance Company
One Madison Avenue
New York, New York 10010
Citizenship USA
John J. Phelan, Jr.
Retired Chairman and Chief Executive Officer
New York Stock Exchange, Inc.
P.O. Box 312
Mill Neck, New York 11765
Citizenship USA
Hugh B. Price
President and Chief Executive Officer
National Urban League, Inc.
120 Wall Street, 7th & 8th Floors,
New York, New York 10005 (since 1994)
prior thereto,
Vice President, The Rockefeller Foundation
Citizenship USA
Robert G. Schwartz
Retired Chairman of the Board,
President and Chief Executive Officer,
Metropolitan Life Insurance Company,
200 Park Avenue, Suite 5700
New York, New York 10166 (since 1993);
prior thereto,
Chairman of the Board, President and Chief Executive Officer.
Citizenship USA
Ruth J. Simmons, Ph.D.
President
Smith College
College Hall 20
Northampton, Massachusetts 01063 (since 1995)
prior thereto,
Office of the Provost
Princeton University
4 Nassau Hall
Princeton, New Jersey 08544.
Citizenship USA
William C. Steere, Jr.
Chairman of the Board and Chief Executive Officer
Pfizer Inc.
235 East 42nd Street
New York, New York 10017
Citizenship USA
Set forth below is a list of the names of the following executive
officers of Metropolitan Life. The principal business address of
Metropolitan Life is One Madison Avenue, New York, New York
10010.
Robert H. Benmosche
Chairman of the Board, President and Chief Executive Officer
Citizenship USA
Gerald Clark
Vice-Chairman of the Board and Chief Investment Officer
Citizenship USA
Stewart G. Nagler
Vice-Chairman of the Board and Chief Financial Officer
Citizenship USA
Gary A. Beller
Senior Executive Vice-President and General Counsel
Citizenship USA
Carl R. Henrikson
Senior Executive Vice-President
Citizenship USA
Catherine A. Rein
Senior Executive Vice-President
Citizenship USA
William J. Toppeta
Senior Executive Vice-President
Citizenship USA
John H. Tweedie
Senior Executive Vice-President
Citizenship USA and Canada
Jeffrey J. Hodgman
Executive Vice-President
Citizenship USA
Terence I. Lennon
Executive Vice-President
Citizenship USA
David A. Levene
Executive Vice-President
Citizenship USA
Judy E. Weiss
Executive Vice-President & Chief Actuary
Citizenship USA
Cusip No. 67065F 10 7
10
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