UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
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)
October 30, 2000
_________________________________________________________________
(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 | (7) SOLE VOTING POWER |
|SHARES | None |
|BENEFICIALLY | (8) SHARED VOTING POWER |
|OWNED BY | None |
|EACH | (9) SOLE DISPOSITIVE POWER |
|REPORTING | None |
|PERSON | (10) SOLE DISPOSITIVE POWER |
|WITH | None |
|(7 - 10) | |
-----------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
0
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions) / /
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14. TYPE OF REPORTING PERSON (See Instructions)
IC
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. This Statement amends the Schedule 13D Statement of
Metropolitan Life Insurance Company in respect of the issuer
dated January 4, 1999 by amending and restating Items 4, 5 and 7
in their entirety, as follows:
Item 4. Purpose of Transaction
On October 30, 2000, MetLife sold its entire interest in Nvest,
L.P. and Nvest Companies, L.P. to wholly-owned susidiaries of
CDC Asset Management. The purchase price paid was $40
per Unit.
Item 5. Interest in Securities of the Issuer
(a) The aggregate number and percentage of the outstanding Units
of the Partnership beneficially owned by each Filing Party, is as
follows:
Number of Units Directly Held: 0
Number of Units Indirectly Held: 0
Number of Units Directly and Indirectly held: 0
Percentage: 0%
(b) The disclosure concerning the sole or shared power to vote
the Units held by each 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 Filing Party nor, to the best knowledge of
either Filing Party, any of their directors and executive officers
has effected any transactions in the Units other than those
described in Item 4.
(d) Not applicable.
(e) October 30, 2000.
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: November 3, 2000
METROPOLITAN LIFE INSURANCE COMPANY
By: /s/Joseph P. Cresta
Vice President
EXHIBIT A
DIRECTORS AND EXECUTIVE OFFICERS OF METROPOLITAN LIFE INSURANCE COMPANY
Set forth below is the name and present principal occupation or
employment of each director and executive officer of MetLife.
Except as set forth below, each present principal business address of
MetLife is One Madison Avenue, New York, NY 10010-3690.
Each person listed below is a citizen of the United States, except for
Mr. Tweedie who is a citizen of the United States and Canada.
DIRECTORS
Name And Business Address Principal Occupation or Employment
------------------------- ----------------------------------
Curtis H. Barnette Of Counsel, Skadden, Arps, Slate,
Skadden, Arps, Slate, Meagher and Flom, LLP (Law Firm)
Meagher & Flom, LLP
1440 New York Avenue, N.W.
Washington, DC 20005-2111
Robert H. Benmosche Chairman of the Board, President
and Chief Executive Officer
Gerald Clark Vice-Chairman of the Board and
Chief Investment Officer
Joan Ganz Cooney Chairman, Executive Committee
Children's Television Workshop Children's Television Workshop
One Lincoln Plaza (Broadcasting)
New York, New York 10023
John C. Danforth Attorney and Minister
Bryan Cave LLP
211 N. Broadway, Suite 3600
St. Louis, MO 63102-2750
Burton A. Dole, Jr. Retired Chairman, President and
P. O. Box 208 Chief Executive Officer, Puritan
Pauma Valley, Bennett (medical device
California 92061 manufacturing)
James R. Houghton Chairman of the Board Emeritus,
Corning Incorporated Corning Incorporated
80 East Market Street
2nd Floor, Corning,
New York, New York 14830
Harry P. Kamen Retired Chairman of the Board and
Metropolitan Life Insurance Co Chief Executive Officer
200 Park Avenue, Suite 5700
New York, New York 10166
Helene L. Kaplan Of Counsel, Skadden, Arps, Slate,
Skadden, Arps, Slate, Meagher and Flom, LLP (Law Firm)
Meagher & Flom, LLP
919 Third Avenue
New York, New York 10022
Charles M. Leighton Retired Chairman and Chief Executive
P. O. Box 247 Officer,CML Group, Inc. (exercise
Bolton, MA 01740 and leisure products)
Allen E. Murray Retired Chairman of the Board and
Mobil Corporation Chief Executive Officer, Mobil
375 Park Avenue, Suite 2901 Corporation (Petroleum refining)
New York, New York 10152
Stewart G. Nagler Vice-Chairman of the Board and Chief
Financial Officer
John J. Phelan, Jr. Retired Chairman and Chief Executive
P. O. Box 312 Officer, New York Stock Exchange,Inc.
Mill Neck, New York 11765
Hugh B. Price President and Chief Executive
National Urban League, Inc. Officer, National Urban League, Inc.
500 East 62nd Street
New York, New York 10005
Ruth J. Simmons, Ph.D. President, Smith College
Smith College
College Hall 20
Northampton, MA 01063
William G. Steere, Jr. Chairman of the Board and Chief
Pfizer Inc. Executive Officer, Pfizer Inc.
235 East 42nd Street
New York, New York 10017
Executive Officers
(Who are not Directors)
Name Principal Occupation or Employment
---- ----------------------------------
Gary A. Beller Senior Executive Vice-President and
General Counsel
James M. Benson President, Individual Business;
Chairman, Chief Executive Officer
And President, New England Life
Insurance Company
C. Robert Henrikson President, Institutional Business
Richard A. Liddy Senior Executive Vice-President
Catherine A. Rein Senior Executive Vice-President;
President and Chief Executive
Officer, Metropolitan Property and
Casualty Insurance Company
William J. Toppeta President, Client Services; Chief
Administrative Officer
John H. Tweedie Senior Executive Vice-President
Lisa M. Weber Executive Vice-President - Human
Resources
Judy E. Weiss President, MetLife Bank
