<PAGE>
Registration No. 33-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
NEW ENGLAND INVESTMENT COMPANIES, L.P.
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(Exact name of issuer as specified in its charter)
DELAWARE 13-3405992
- ------------------------------- -------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
399 Boylston Street
Boston, Massachusetts 02116 02116
- ------------------------------------ ----------
(Address of Principal Executive offices) (Zip Code)
1993 EQUITY INCENTIVE PLAN
--------------------------
(Full title of the plan)
EDWARD N. WADSWORTH, GENERAL COUNSEL
NEW ENGLAND INVESTMENT COMPANIES, L.P.
399 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02116
(617) 578-3500
- -------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for service)
Calculation of Registration Fee
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
Title of Securities to Amount to be Proposed Maximum Proposed Maximum Amount of
be Registered Registered Offering Price Per LP Aggregate Offering Registration Fee (2)
Unit (1) Price (1)
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Units of Limited 1,774,000 $16.125-23.00 $40,099,375.00 $13,827.26
Partnership Interest
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) The offering price for the Units of Limited Partnership Interest ("LP
Units") subject to options on the date hereof is the actual exercise price of
such options. Of the 1,774,000 LP Units to be registered hereunder, 43,500 LP
Units are subject to options at an exercise price of $21.00 per LP Unit, 35,000
LP Units are subject to options at an exercise price of $16.125 per LP Unit and
200,000 LP Units are subject to options at an exercise price of $21.125 per LP
Unit. The option price for the remaining 1,495,500 LP Units not subject to
options on the date hereof, $23.00 per LP Unit, has been estimated solely for
the purpose of calculating the registration fee pursuant to Rule 457(h) on the
basis of the average of the high and low prices of LP Units as reported by the
New York Stock Exchange on March 20, 1996.
(2) Registration fee consists of (a) $314.97 payable in respect of 43,500
LP Units, subject to options at an exercise price of $21.00 per LP Unit on the
date hereof, (b) $195.60 payable in respect of 35,000 LP Units, subject to
options at an exercise price of $16.125 per LP Unit on the date hereof, (c)
$1,456.78 payable in respect of 200,000 LP Units, subject to options at an
exercise price of $21.125 per LP Unit on the date hereof and (d) $11,859.91 in
respect of 1,495,500 LP Units, not yet subject to options on the date hereof.
This is page 1 of 9 pages
Exhibit Index at Page 9
<PAGE>
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Note: New England Investment Companies, L.P. (the "Registrant") will
provide without charge to each eligible employee those document(s) containing
the 1993 Equity Incentive Plan information required by Item 1 of Form S-8 as
specified by Rule 428. The Registrant will also provide without charge, upon
the oral or written request of any eligible employee, a copy of any and all
documents that have been incorporated by reference in this Registration
Statement, other than exhibits. Such documents may be obtained by writing to New
England Investment Companies, L.P., 399 Boylston Street, Boston, Massachusetts
02116, Attention: Edward N. Wadsworth, General Counsel, or by calling (617)
578-3500. In accordance with Rule 428 and the requirements of Part I of Form S-
8, the 1993 Equity Incentive Plan and any documents incorporated by reference
are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as prospectuses
or prospectus supplements pursuant to Rule 424. Upon request, the Registrant
shall furnish to the Commission or its staff a copy or copies of all the
documents included in such file.
2
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Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference
-----------------------------------------------
The following documents filed by the Registrant with the Commission are
incorporated herein by reference:
(a) Annual Report on Form 10-K for the fiscal year ended December 31,
1995.
(b) The description of the LP Units contained in the amendment to the
Registrant's Registration Statement on Form 8-A/A filed with the Commission
on April 19, 1994 under Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act").
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities remaining
unsold, shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of the filing of such reports and documents.
Item 4. Description of Securities
-------------------------
Not Applicable.
Item 5. Interests of Named Experts and Counsel
--------------------------------------
Not Applicable.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 17-108 of the Delaware Revised Uniform Limited Partnership Act (the
"Partnership Act"), as amended, gives a limited partnership the power to
indemnify and hold harmless any partner or any other person against any and all
claims and demands whatsoever, subject to any standards and restrictions set
forth in its partnership agreement.
In accordance with Section 17-108 of the Partnership Act, the Amended and
Restated Agreement of Limited Partnership (the "Partnership Agreement") of the
Registrant provides that no Indemnitee shall be liable to the Registrant or any
partner of the Registrant for any act or omission, provided that the Indemnitee
acted in good faith and that no gross negligence or willful misconduct was
involved. An "Indemnitee" is defined to include, among others, New England
Investment Companies, Inc., the general partner of the Registrant (the "General
Partner"), Reich & Tang, Inc., Reich & Tang L.P., the Registrant and each of
their present and former directors, officers, partners, employees and agents.
An Indemnitee is not presumed to have acted other than in good faith or to have
engaged in gross negligence or willful misconduct by reason of the termination
of any action, suit or proceeding by judgment, order, settlement, conviction or
upon a plea of nolo contendere or its equivalent.
3
<PAGE>
In addition to providing for limited liability for any Indemnitee, the
Partnership Agreement requires the Registrant to indemnify any Indemnitee to the
fullest extent permitted by law against expenses, judgments, fines and amounts
paid in settlement incurred in connection with any threatened, pending or
completed claim, demand, action, suit or proceeding to which the Indemnitee was
or is a party or is threatened to be made a party (i) by reason of their
capacity in connection with the Registrant or (ii) by reason of any act or
omission by the Indemnitee taken in such capacity relating to the Partnership
Agreement or the property, business, affairs or management of the Registrant.
The Indemnitee is entitled to have such expenses advanced by the Registrant
prior to the final disposition of the claim, demand or other proceeding upon the
Indemnitee's delivery to the Registrant of an undertaking to repay the advanced
amount should it ultimately be determined that the Indemnitee is not entitled to
be indemnified. Indemnification is not available to an Indemnitee who has not
acted in good faith or where the act or omission which is the basis of the
claim, demand, action, suit or proceeding involved the gross negligence or
willful misconduct of such Indemnitee.
The indemnification provided under the Partnership Agreement is non-
exclusive of an Indemnitee's other rights. The indemnity continues to benefit
an Indemnitee no longer serving in a capacity qualifying one as an Indemnitee
and also inures to the benefit of an Indemnitee's heirs, successors, assigns,
administrators and personal representatives.
In addition to indemnification from the Registrant, officers and directors
of the General Partner are indemnified in certain circumstances by the General
Partner. Section 67 of Chapter 156B of the Massachusetts General Laws provides
that indemnification of directors and officers may be provided to the extent
specified or authorized by the articles of organization or by-laws.
The General Partner's by-laws provide that the General Partner will
indemnify each of its directors and officers to the extent legally permissible
against all liabilities, expenses and fees of counsel reasonably incurred in
connection with the defense or disposition of any civil or criminal action, suit
or proceeding in which he or she may be involved or with which he or she may be
threatened by reason of being or having been such a director or officer. A
director or officer is entitled to have such expenses in connection with the
defense of a claim advanced by the General Partner prior to the final
disposition of the claim upon the officer's or director's delivery to the
General Partner of an undertaking to repay the advanced amount should it
ultimately be determined that the officer or director is not entitled to be
indemnified.
Indemnification is not available to a director or officer who has been
adjudicated not to have acted in good faith in the reasonable belief that his or
her action was in the best interest of the General Partner. If the matter for
which an officer or director seeks indemnification relates to an employee
benefit plan, such officer or director must have acted in the best interest of
the participants or beneficiaries of such plan. In order for a director or
officer to be indemnified for a matter disposed of by a compromise payment or
pursuant to a consent decree, such disposition must be approved as in the best
interests of the General Partner by one of (i) a disinterested majority of the
directors; (ii) a majority of the disinterested directors (subject to certain
conditions) or (iii) the holders of a majority of the outstanding stock
(excluding holders with an interest).
The indemnification provided under the by-laws is non-exclusive of an
officer's or director's other rights, and inures to the benefit of an officer's
or director's heirs, executors and administrators.
4
<PAGE>
The General Partner has purchased policies of insurance covering directors'
and officers' liability and reimbursement of the General Partner for
indemnification of a director or officer. The policies covering directors' and
officers' liability provide for payment on behalf of a director or officer of
any Loss (defined to include among other things damages, judgments, settlements,
costs and expenses) arising from claims against such director or officer by
reason of any Wrongful Act (as defined) subject to certain exclusions.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not Applicable.
Item 8. Exhibits.
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Exhibit 5. Opinion of Ropes & Gray.
Exhibit 23(a). Consent of Ropes & Gray (contained in Exhibit 5).
Exhibit 23(b). Consent of Price Waterhouse LLP.
Exhibit 24. Power of Attorney (included as part of the
signature pages to this Registration Statement).
Exhibit 99. 1993 Equity Incentive Plan (Incorporated by
reference to Exhibit 10.1 to the Registrant's
Annual Report on Form 10-K for the fiscal year
ended December 31, 1993 (File No. 1-9468)).
Item 9. Undertakings.
------------
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
5
<PAGE>
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not apply if
- -------- -------
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
6
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boston, Massachusetts, on this 25th day of March, 1996.
NEW ENGLAND INVESTMENT COMPANIES, L.P.
By: NEW ENGLAND INVESTMENT COMPANIES, INC.,
its General Partner
By /S/ EDWARD N. WADSWORTH
-----------------------
Edward N. Wadsworth,
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below on March 25, 1996 by the
following persons in the capacities indicated. Each person whose signature
appears below constitutes and appoints Edward N. Wadsworth and David A. McKay
and each of them, with full power to act without the other, his true and lawful
attorneys-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities to sign any
or all amendments to this registration statement, including post-effective
amendments, and to file the same with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission.
<TABLE>
<CAPTION>
Name Title
---- -----
<S> <C>
/S/ PETER S. VOSS Chairman of the Board of Directors,
-----------------
Peter S. Voss Chief Executive
Officer and President
/S/ G. NEAL RYLAND Executive Vice President, Chief
------------------
G. Neal Ryland Financial Officer and Treasurer
/S/ STEPHEN D. MARTINO Senior Vice President and Controller
----------------------
Stephen D. Martino
Director
------------------------
William S. Antle III
</TABLE>
7
<PAGE>
<TABLE>
<S> <C>
/S/ ROBERT J. BLANDING Director
----------------------
Robert J. Blanding
/S/ THOMAS J. GALLIGAN, JR. Director
---------------------------
Thomas J. Galligan, Jr.
----------------------- Director
Paul E. Gray
/S/ CHARLES M. LEIGHTON Director
-----------------------
Charles M. Leighton
/S/ VICTOR A. MORGENSTERN Director
-------------------------
Victor A. Morgenstern
/S/ EDWARD E. PHILLIPS Director
----------------------
Edward E. Phillips
/S/ ROBERT A. SHAFTO Director
--------------------
Robert A. Shafto
/S/ OSCAR L. TANG Director
-----------------
Oscar L. Tang
</TABLE>
8
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Title of Exhibit
- ------ ----------------
<S> <C>
5 Opinion of Ropes & Gray.
23(a) Consent of Ropes & Gray (contained in Exhibit 5
to this Registration Statement).
23(b) Consent of Price Waterhouse LLP.
24 Power of Attorney (included as part of the signature
pages to this Registration Statement).
99 Form of 1993 Equity Incentive Plan (Incorporated
by reference to Exhibit 10.1 to the Registrant's Annual
Report on Form 10-K for the fiscal year ended
December 31, 1993 (File No. 1-9468)).
</TABLE>
9
<PAGE>
[LETTERHEAD OF ROPES & GRAY APPEARS HERE]
EXHIBIT 5
March 25, 1996
New England Investment Companies, L.P.
399 Boylston Street
Boston, Massachusetts 02116
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement"), filed with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 1,774,000 limited partnership units (the "LP
Units"), of New England Investment Companies, L.P., a Delaware limited
partnership (the "Partnership"), issuable upon the exercise of options granted
in accordance with the terms of the 1993 Equity Incentive Plan (the "Plan").
We have acted as counsel for the Partnership and are familiar with the
proceedings taken by the Partnership in connection with the Plan. For purposes
of our opinion, we have examined and relied upon such documents, records,
certificates and other instruments as we have deemed necessary.
We express no opinion as to the applicability of, compliance with or effect
of federal law or the law of any jurisdiction other than the General Corporation
Law of the State of Delaware and the Delaware Limited Partnership Act.
Based upon the foregoing, we are of the opinion that, when the LP Units
have been issued and sold in accordance with the terms of the Plan, the LP Units
will be validly issued, fully paid and nonassessable limited partnership units
in the Partnership, as to which the limited partners of the Partnership will
have no liability in excess of their share of the Partnership's assets and
undistributed profits (subject (a) to the obligation of a limited partner to
repay (i) to the Partnership for a period of one year after any rightful return,
any part of its contribution to the Partnership rightfully returned to it, but
only to the extent necessary to discharge the Partnership's liabilities to
creditors who extended credit to the Partnership during the period the said
contribution was held by the Partnership and (ii) any funds
<PAGE>
New England Investment Companies, L.P. -2- March 25, 1996
wrongfully returned or distributed to it and (b) to liabilities of a limited
partner that could arise if such limited partner (i) were a general partner or
(ii) participated in the control of the business of the Partnership). We assume
that the issuance of any such LP Unit will not result in the issuance by the
Partnership of more than its authorized shares of LP Units.
We hereby consent to the filing of this opinion as part of the Registration
Statement.
This opinion is to be used only in connection with the offer and sale of
the LP Units while the Registration Statement is in effect.
Very truly yours,
/S/ ROPES & GRAY
Ropes & Gray
<PAGE>
EXHIBIT 23(b)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of New England Investment Companies, L.P. of our report
dated January 31, 1996 which appears on page 40 of New England Investment
Companies, L.P.'s Annual Report on Form 10-K for the year ended December 31,
1995.
/S/ PRICE WATERHOUSE LLP
Boston, Massachusetts
March 25, 1996
