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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 17, 1998
REGISTRATION NO. 333-18911
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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NEW ENGLAND INVESTMENT COMPANIES, L.P.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 13-3405992
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
399 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02116
(617) 578-3500
(ADDRESS, OF PRINCIPAL EXECUTIVE OFFICES, INCLUDING ZIP CODE)
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EDWARD N. WADSWORTH, ESQ.
EXECUTIVE VICE PRESIDENT
AND GENERAL COUNSEL
NEW ENGLAND INVESTMENT COMPANIES, L.P.
399 BOYLSTON STREET
BOSTON, MASSACHUSETTS 02116
(617) 578-3500
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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PLEASE SEND COPIES OF ALL COMMUNICATIONS TO:
CHRISTOPHER A. KLEM, ESQ.
ROPES & GRAY
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(617) 951-7000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effectiveness of the Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement under the earlier
effective registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
THE REGISTRANT HEREBY AMENDS THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THIS
REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS
EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS POST-EFFECTIVE AMENDMENT NO. 1 TO THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE POST-EFFECTIVE
AMENDMENT NO. 1 TO THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
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<PAGE>
PROSPECTUS
NEW ENGLAND INVESTMENT COMPANIES, L.P.
LIMITED PARTNERSHIP INTEREST
3,188,244 UNITS
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All of the Units of Limited Partnership Interest ("LP Units") of New England
Investment Companies, L.P. ("NEIC" or the "Partnership") offered hereby are
being sold by the holders of LP Units described herein under "Selling
Unitholders" (the "Selling Unitholders"). The Partnership's LP Units are
traded on the New York Stock Exchange (the "NYSE") under the symbol "NEW." On
February 11, 1998, the last reported sale price of the LP Units on the NYSE
was $31 13/16 per LP Unit.
The Partnership will not receive any of the proceeds from the sale of the LP
Units. Any or all of such LP Units covered by this Prospectus may be sold,
from time to time, by means of ordinary brokerage transactions or otherwise.
See "Plan of Distribution."
FOR INFORMATION CONCERNING CERTAIN CONSIDERATIONS RELATING TO THIS OFFERING,
SEE "RISK FACTORS" BEGINNING ON PAGE 4.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The Selling Unitholders named herein or in any supplement or amendment
hereto, or their pledgees, donees, transferees or other successors in
interest, directly, through agents to be designated from time to time, or
through dealers or underwriters also to be designated, may sell the LP Units
from time to time in one or more transactions on the New York Stock Exchange
or in the over-the-counter market and in negotiated transactions, on terms to
be determined at the time of sale. To the extent required, the specific LP
Units to be sold, the names of the Selling Unitholders, the respective
purchase prices and public offering prices, the names of any such agent or
dealer, and any applicable commissions or discounts with respect to a
particular offer will be set forth in any accompanying Prospectus Supplement
or, if appropriate, a post-effective amendment to the Registration Statement
of which this Prospectus is a part. See "Plan of Distribution." By agreement,
the Partnership will pay all the expenses of the registration of the LP Units
by the Selling Unitholders other than underwriting discounts and commissions
and transfer taxes, if any. Such expenses to be borne by the Partnership are
estimated at $34,021.
The Selling Unitholders and any broker-dealers, agents or dealers that
participate with the Selling Unitholders in the distribution of the LP Units
may be deemed to be "underwriters" within the meaning of the Securities Act of
1933, as amended (the "Securities Act"), and any commissions received by them
and any profit on the resale of the LP Units purchased by them may be deemed
underwriting commissions or discounts under the Securities Act.
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THE DATE OF THIS PROSPECTUS IS FEBRUARY , 1998.
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AVAILABLE INFORMATION
NEIC is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and in accordance therewith
files reports, proxy statements and other information with the SEC (the
"SEC"). Such reports, proxy statements and other information filed may be
inspected and copied at the public reference facilities maintained by the SEC
at Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549
and at its regional offices at 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661 and at 7 World Trade Center, 13th Floor, New York, New York
10048. Copies of such materials can be obtained from the Public Reference
Section of the SEC, 450 Fifth Street, N.W., Washington, D.C. 20549, on payment
of prescribed charges. NEIC also makes filings of reports, proxy statements
and other information pursuant to the Exchange Act with the SEC
electronically, and such materials may be inspected and copied at the SEC's
Web site (http://www.sec.gov). Such reports, proxy statements and other
information can also be inspected at the offices of the New York Stock
Exchange, 20 Broad Street, New York, New York 10005.
NEIC has filed with the SEC a registration statement on Form S-3 under the
Securities Act of 1933, as amended (the "Securities Act"), with respect to the
LP Units offered hereby. This Prospectus does not contain all of the
information set forth in the Registration Statement, certain parts of which
have been omitted in accordance with the rules and regulations of the SEC, and
the exhibits relating thereto, which have been filed with the SEC. Copies of
the Registration Statement and the exhibits are on file at the offices of the
SEC and may be obtained upon payment of the fees prescribed by the SEC, or
examined without charge at the public reference facilities of the SEC
described above.
No person is authorized in connection with the offering made hereby to give
any information or to make any representation not contained or incorporated by
reference in this Prospectus, and any information or representation not
contained or incorporated herein must not be relied upon as having been
authorized by NEIC. This Prospectus relates solely to the LP Units offered
hereby and it may not be used or relied on in connection with any other offer
or sale of securities of NEIC. This Prospectus does not constitute an offer to
sell or a solicitation of any offer to buy by any person in any jurisdiction
in which it is unlawful for such person to make such an offer or solicitation.
Neither the delivery of this Prospectus at any time nor any sale made
hereunder shall under any circumstance imply that the information herein is
correct as of any date subsequent to the date hereof.
INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents previously filed by NEIC with the SEC are
incorporated herein by reference and made a part hereof:
1. NEIC's Annual Report on Form 10-K for the year ended December 31,
1996.
2. NEIC's Quarterly Reports on Form 10-Q for the quarterly periods ended
March 31, 1997, June 30, 1997 and September 30, 1997.
3. NEIC's Current Reports on Form 8-K dated January 3, 1997, May 28, 1997
and December 31, 1997.
4. The description of the LP Units contained in NEIC's Amendment on Form
8-A/A dated December 29, 1997 to its Registration Statement on Form 8-A,
including any amendment or report filed for the purpose of updating such
description.
All documents subsequently filed by NEIC pursuant to Section 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date hereof and prior to the
termination of the offering shall be deemed incorporated herein by reference
from the date of filing of such documents. Any statement contained herein or
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus
to the extent that a statement contained herein, or in any other subsequently
filed
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document that also is incorporated or deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
NEIC will provide without charge to each person to whom this Prospectus is
delivered upon the written or oral request of such person a copy of any or all
of the documents that have been incorporated by reference in this Prospectus,
other than exhibits to such documents. Such documents may be obtained by
writing to New England Investment Companies, L.P., 399 Boylston Street,
Boston, Massachusetts 02116, Attention: Edward N. Wadsworth, Corporate
Secretary, or by calling (617) 578-3500.
THE PARTNERSHIP
NEIC is a publicly-traded limited partnership. Its primary business is
acting as the advising general partner of NEIC Operating Partnership, L.P.
(the "Operating Partnership"). NEIC's main asset consists of units
representing a general partner interest in the Operating Partnership
("Operating Partnership GP Units"). The Operating Partnership is a major
investment manager that offers a broad array of investment management products
and styles across a wide range of asset categories to institutions and
individuals.
New England Investment Companies, Inc. ("NEIC, Inc."), the general partner
of NEIC, is also the managing general partner of the Operating Partnership. As
of December 31, 1997, Metropolitan Life Insurance Company ("MetLife")
beneficially owned (through NEIC, Inc.) all of the Partnership's 110,000 units
of general partner interest ("GP units"), 207,900 (3.4%) of the LP Units and
20,716,000 (46.6%) of the Operating Partnership's units of partner interest
("Operating Partnership units"). In the aggregate, MetLife owned general
partner and limited partner interests in NEIC and the Operating Partnership
representing 47.3% of the economic interests in the business of the Operating
Partnership.
The business of the Operating Partnership is conducted through eleven
investment management firms (the "Investment Management Firms") and four
principal distribution and consulting firms (the "Distribution and Consulting
Firms" and, together with the Investment Management Firms, the "Firms"), all
but one of which are wholly owned by the Operating Partnership. The Operating
Partnership's assets under management include equity and domestic and
international fixed income securities, money market funds and real estate.
The Operating Partnership's strategy is to capitalize on growth
opportunities for investment management services in the institutional, mutual
fund and private client markets. The Operating Partnership offers its clients
investment management services through a decentralized organization that
enables its Firms to implement their own distinct investment specialties and
philosophies. The Operating Partnership believes this approach fosters an
entrepreneurial environment that encourages the development of new, innovative
investment management products and services, while maintaining access to the
significant resources of the larger organization. The Operating Partnership
supports the Firms' existing businesses and new initiatives that demonstrate
substantial potential for growth in assets under management by allocating
capital and other resources to those businesses and initiatives. In addition,
the Operating Partnership and the Firms identify opportunities for joint
marketing efforts, enhanced distribution of investment products (such as
mutual funds) and operational efficiencies across the organization.
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RISK FACTORS
Prospective investors should carefully consider the following factors,
together with the other information contained in this Prospectus and
incorporated by reference, prior to purchasing the LP Units offered hereby.
TAXATION OF NEIC
NEIC is subject to an annual tax equal to 3.5% of its gross income from the
active conduct by it or its lower-tier partnerships of a trade or business
(the "Gross Income Tax"). The Gross Income Tax reduces the operating cash flow
of NEIC available for distribution to NEIC's unitholders.
In addition, the rate at which the Gross Income Tax is imposed (currently
3.5%) may be increased in the future, and the states in which NEIC's business
is conducted may impose an entity-level tax on NEIC.
CONTROL BY METLIFE
NEIC is controlled by NEIC, Inc., its general partner, which is wholly owned
by an affiliate of the Metropolitan Life Insurance Company. NEIC, Inc. is also
the managing general partner of the Operating Partnership. In addition to its
indirect ownership of GP Units and Operating Partnership GP Units, as of
December 31, 1997, MetLife beneficially owned approximately 5% of the
outstanding LP Units and 47% of the outstanding units representing a limited
partner interest in the Operating Partnership ("Operating Partnership LP
Units"), including those owned indirectly through ownership of LP Units.
MetLife has the right to elect all of the directors of NEIC, Inc., subject to
its obligation to elect one designee of Reich & Tang, Inc. ("RTI"). Currently,
three persons who are officers and/or directors of MetLife serve on NEIC,
Inc.'s nine member board. Holders of LP Units have no rights to participate in
the election of such directors and otherwise have only limited voting rights
with respect to NEIC and Operating Partnership matters. In cases where holders
of LP Units do vote, the Second Amended and Restated Agreement of Limited
Partnership of NEIC (the "NEIC Partnership Agreement") prevents any person or
group (as defined therein), other than MetLife and certain other persons
(including persons approved by NEIC, Inc.), from voting more than 20% of the
units representing a partner interest in NEIC ("NEIC Units") entitled to vote
on the matter. See "Regulation" under this heading.
The Operating Partnership and the Firms are parties to certain transactions
with MetLife, including management of certain MetLife general account assets
by various Firms, provision of leased space and certain limited administrative
services by MetLife to the Operating Partnership and certain Firms, and
distribution of mutual fund shares by agents of MetLife and New England Life
Insurance Company, a MetLife subsidiary. NEIC believes that all such
arrangements reflect market terms and prices.
POSSIBLE FUTURE RESTRUCTURING OF NEIC AND THE OPERATING PARTNERSHIP
The NEIC Partnership Agreement and the Amended and Restated Agreement of
Limited Partnership of the Operating Partnership (the "Operating Partnership
Agreement") confer on NEIC, Inc. broad authority to effect a restructuring of
NEIC and/or the Operating Partnership in connection with, or in anticipation
of, a change in tax status, subject to a standard of good faith on the part of
NEIC, Inc.
In determining the form of any restructuring of NEIC and/or the Operating
Partnership, NEIC, Inc. is obligated to seek to accomplish certain prioritized
objectives of MetLife, RTI and other non-Public Partners (as defined in the
NEIC Partnership Agreement) with respect to special considerations, including
avoidance of special and potentially significantly adverse tax treatment and
continued participation in a flow-through entity for this purpose. No
assurances can be given regarding the timing or form of any restructuring,
which may be affected by changes in the tax laws as well as other factors
beyond the control of NEIC, the Operating Partnership or NEIC, Inc. NEIC, Inc.
expects that any restructuring would provide holders of publicly traded LP
Units with the ongoing benefit of public market liquidity for their interests
in the Operating Partnership's business. While
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the NEIC Partnership Agreement provides that NEIC, Inc. may impose
restrictions on transfer as part of a restructuring (which may have the effect
of preserving NEIC's tax status as a partnership), NEIC, Inc. has no reason to
believe that trading restrictions will be necessary to accomplish the
restructuring objectives outlined in the NEIC Partnership Agreement, absent
legal or other developments.
The NEIC Partnership Agreement and the Operating Partnership Agreement
relieve NEIC, Inc. of all duties and liabilities to NEIC, the Operating
Partnership and unitholders thereof for actions taken in good faith by NEIC,
Inc. in connection with a restructuring. NEIC, Inc., MetLife and RTI may each
be deemed to have conflicts of interest with respect to possible future
restructurings insofar as they may be treated differently than the holders of
publicly traded LP Units, as noted above.
RELIANCE ON KEY PERSONNEL
The ability of the Firms to attract and retain clients is dependent to a
large extent on their ability to attract and retain key employees, including
skilled portfolio managers. Certain of these employees are responsible for
significant client relationships. Many key employees are not under non-
competition or other restrictions as to their departure and may be able to
attract clients away upon their departure. Loss of key personnel could have a
material adverse effect on the Operating Partnership's, and consequently
NEIC's, results of operations.
COMPETITION
The investment management business is highly competitive. The Operating
Partnership and the Firms compete with a large number of investment management
firms, commercial banks, insurance companies and others, many of which are
larger and have access to greater resources. NEIC believes that the most
important factors affecting competition for clients are: the abilities,
performance records and reputations of investment managers; the ability to
hire and retain key investment managers; the effectiveness of marketing
programs; the development of new investment strategies and information
technologies; and competitiveness in fees and investor service. The Operating
Partnership's ability to increase assets under management and to retain such
assets could be adversely affected if client accounts underperform the market
or the Operating Partnership's competitors and if key investment managers
leave the Investment Management Firms. The Operating Partnership's competitive
position also is dependent, in part, on the relative attractiveness of the
types of investment products offered and investment philosophies, strategies
and methods of the various Investment Management Firms under prevailing market
conditions.
FACTORS AND CONDITIONS AFFECTING FEE REVENUES
Investment management agreements between investment management firms and
their clients typically provide for fees based on a percentage of the assets
under management, determined at least quarterly and valued at current market
levels. The percentage of the fee applicable to a particular classification of
assets under management is a function of several factors, though generally
investments which have a higher degree of risk and uncertainty command a
higher percentage fee. Therefore, significant fluctuations in the value and
type of assets under management can have a material effect on the Operating
Partnership's and the Partnership's consolidated revenues and profitability.
Such asset valuations and client investment patterns may be affected by
overall economic conditions and other factors influencing the capital markets
generally.
With relatively minor exceptions, virtually all of the Operating
Partnership's revenues are derived from investment management agreements with
clients that are terminable at any time or upon 30 to 60 days' notice, as is
the case generally in the investment management industry. Any termination of
agreements representing a significant portion of assets under management could
have an adverse impact on the Operating Partnership's, and consequently the
Partnership's, results of operations.
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CERTAIN INVESTMENT MANAGEMENT RISK CONSIDERATIONS
Investment management firms are from time to time subject to claims for
client losses or other amounts arising out of investment performance or other
service that does not meet clients' expectations, particularly with respect to
use of more innovative investment strategies.
In addition, as a real estate investment manager, one of the Investment
Management Firms, AEW Capital Management, L.P., is subject to a number of
special considerations. Real estate investment portfolios are, by their terms,
generally liquidated over an investment period, creating a continual need to
attract new assets in order to achieve asset growth. In addition, real estate
investment managers may be subject to certain potential risks as a result of
the structures used for client investment that are not characteristic of the
risks for other investment managers, such as the possibility that such
managers might be responsible for tort and environmental claims and, in a
limited number of cases, for property debt.
ACQUISITION STRATEGY
As part of its growth strategy, NEIC has selectively pursued the acquisition
of investment management firms, which, following acquisition, are expected to
continue to manage their businesses independently on a day-to-day basis. The
Operating Partnership currently intends to continue this investment strategy.
Consideration for such acquisitions include cash (including cash from
borrowings), possibly LP Units, Operating Partnership LP Units and future
payments (in cash, Operating Partnership LP Units, or possibly LP Units) based
on performance. Other employment incentives are frequently provided for. The
Operating Partnership will typically seek to obtain employment and non-
competition agreements from key managers. There can be no assurance that
suitable acquisition candidates can be located or that appropriate agreements
with them can be reached or completed, or that any acquired business will
perform as expected following acquisition.
REGULATION
The business of the Operating Partnership and the Firms is subject to
regulation by the SEC and other federal, state and foreign regulatory bodies.
The applicable laws and regulations are primarily intended to benefit
investment management clients and investment company shareholders and
generally grant supervisory agencies broad administrative powers, including
the power to limit or restrict business activities for failure to comply with
such laws and regulations.
Under applicable federal securities laws, investment management agreements
held by the Operating Partnership and most of the Investment Management Firms
either may not be assigned without the client's consent or terminate
automatically upon assignment. For these purposes, "assignment" includes
direct assignments as well as assignments which may be deemed to occur, under
certain circumstances, upon the transfer, directly or indirectly, of control
of the Operating Partnership. The Operating Partnership Agreement contains
provisions designed to reduce the likelihood of transactions resulting in an
assignment of such investment management agreements through a deemed change in
control of the Operating Partnership.
LP UNITS AVAILABLE FOR FUTURE SALE
As of December 31, 1997, there were 6,164,980 LP Units outstanding,
approximately 82% of which are freely tradable without registration under the
Securities Act. In addition, as of such date, there were approximately 38
million Operating Partnership LP Units outstanding which may be exchanged for
LP Units pursuant to, and subject to the limitations of, NEIC's continuing
offer to exchange LP Units for Operating Partnership LP Units. LP Units
received in exchange for Operating Partnership LP Units by persons who are not
affiliates of NEIC will be freely tradable without registration under the
Securities Act. However, LP Units received in exchange for Operating
Partnership LP Units by persons who are affiliates of NEIC are subject to
restrictions under the Securities Act, and may not be sold or otherwise
transferred unless such LP Units are subsequently registered under the
Securities Act or an exemption therefrom is available, including compliance
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by such holder with Rule 144 under the Securities Act. Approximately 28
million Operating Partnership LP Units, or 73% of the Operating Partnership LP
Units outstanding, are owned by affiliates of NEIC. Certain NEIC affiliates
have rights to register their LP Units, or any LP Units received in exchange
for their Operating Partnership LP Units, for public resale and may otherwise
seek to resell some or all of their LP Units in the future. Sales of large
numbers of LP Units to the public within a limited time period could adversely
affect the market price of the LP Units. Resales of LP Units may, under
certain circumstances, result in a change in control of NEIC and an assignment
of investment management agreements under applicable securities laws.
USE OF PROCEEDS
The Partnership will not receive any of the proceeds of the LP Units offered
hereunder by the Selling Unitholders.
SELLING UNITHOLDERS
The Selling Unitholders are various Unitholders holding registration rights
and their permitted charitable donees, pledgees, transferees or other
successors in interest, and include those Unitholders listed below and
additional Unitholders who will be individually identified along with
Unitholders' affiliations and holdings of LP Units (if greater than 1% of all
outstanding LP Units) by a supplement hereto. Such registration rights were
granted pursuant to various agreements with the Partnership, including an
agreement with New England Mutual Life Insurance Company and RTI made as of
September 15, 1993 and other registration rights agreements entered into by
the Partnership in connection with the issuance of LP Units in acquisitions of
investment management businesses (the "Registration Rights Agreements").
The LP Units offered by the Selling Unitholders hereby constitute
"restricted securities" under the Securities Act. Pursuant to the Registration
Rights Agreements, the Selling Unitholders and the Partnership have agreed
that all expenses incident to a registration demanded thereunder will be borne
by the Partnership. The Registration Rights Agreements provide that the
Partnership need not effect more than one registration statement on Form S-3
in a six-month period.
The following table sets forth certain information known to the Partnership
with respect to beneficial ownership of LP Units as of December 31, 1997, by
the current Selling Unitholder and as adjusted to reflect the proposed sale of
LP Units being offered by the Selling Unitholder hereby.
<TABLE>
<CAPTION>
UNITS BENEFICIALLY
OWNED AFTER OFFERING
UNITS BENEFICIALLY UNITS TO BE ----------------------
SELLING UNITHOLDER OWNED PRIOR TO OFFERING(1) SOLD IN OFFERING NUMBER (1) PERCENT (2)
- ------------------ -------------------------- ---------------- ---------- -----------
<S> <C> <C> <C> <C>
Snyder Holdings, Inc.
(3).................... 731,906 250,000 481,906 7.8%
</TABLE>
- --------
(1) Except as indicated in the other footnotes to this table, based on
information provided by such persons and subject to applicable community
property laws, the persons and entities named in the table above have sole
voting and investment power with respect to all of the LP Units shown as
beneficially owned by them.
(2) Percentage of ownership is based on 6,164,980 LP Units outstanding on
December 31, 1997, and does not include 110,000 GP Units owned by the
Partnership's general partner, which represent all GP Units outstanding.
(3) The listed entity (formerly Snyder Capital Management, Inc.) contributed
its business assets to the Partnership in July 1997. Certain persons who
are shareholders, directors and officers of Snyder Holdings, Inc. are
currently employed by a subsidiary of the Operating Partnership now
operating the acquired business (Snyder Capital Management, L.P.) as
officers. In addition, three of such persons are members of the Board of
Directors of such subsidiary's general partner, which is a wholly owned
indirect subsidiary of the Operating Partnership.
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PLAN OF DISTRIBUTION
The Partnership will not receive any of the proceeds from the sale by the
Selling Unitholders of the LP Units offered hereby. Any or all of LP Units may
be sold from time to time (i) to or through brokers or dealers, (ii) directly
to one or more other purchasers, (iii) through agents on a best-efforts basis,
or (iv) through a combination of any such methods of sale.
The LP Units offered hereby may be sold from time to time by the Selling
Unitholders, or by pledgees, donees, transferees or other successors in
interest. Such sales may be made on one or more exchanges or in the over-the-
counter market, or otherwise at prices and at terms then prevailing or at
prices related to the then current market price, or in negotiated
transactions. The LP Units may be sold by one or more of the following: (a) a
block trade in which the broker or dealer so engaged will attempt to sell the
LP Units as agent but may position and resell a portion of the block as
principal to facilitate the transaction; (b) purchases by a broker or dealer
as principal and resale by such broker or dealer for its own account pursuant
to this Prospectus; (c) an exchange distribution in accordance with the rules
of such exchange; and (d) ordinary brokerage transactions and transactions in
which the broker solicits purchasers. In effecting sales, brokers or dealers
engaged by the Selling Unitholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Unitholders in amounts to be negotiated prior to the sale. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
Prospectus.
The Selling Unitholders and any such brokers, dealers or agents that
participate in the distribution of the LP Units may be deemed to be
underwriters within the meaning of the Securities Act, and any profit on the
sale of the LP Units by them and any discounts, commissions or concessions
received by them may be deemed to be underwriting discounts and commissions
under the Securities Act. The LP Units may be sold from time to time in one or
more transactions at a fixed offering price, which may be changed, or at
varying prices determined at the time of sale or at negotiated prices. Such
prices will be determined by the Selling Unitholders or by an agreement
between the Selling Unitholders and dealers or agents. Brokers or dealers
acting in connection with the sale of LP Units contemplated by this Prospectus
may receive fees or commissions in connection therewith.
At the time a particular offer of LP Units is made, to the extent required,
a supplement to this Prospectus will be distributed which will identify and
set forth the aggregate number of LP Units being offered and the terms of the
offering, including the name or names of any dealers or agents, any discounts,
commissions and other items constituting compensation from the Selling
Unitholders and/or the Partnership and any discounts, commissions or
concessions allowed or reallowed or paid to dealers. Such supplement to this
Prospectus and, if necessary, a post-effective amendment to the Registration
Statement of which this Prospectus is a part, will be filed with the
Commission to reflect the disclosure of additional information with respect to
the distribution of the LP Units.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of the LP Units may not simultaneously engage in
market making activities with respect to the LP Units for a period of two
business days prior to the commencement of such distribution. In addition and
without limiting the foregoing, the Selling Unitholders and any person
participating in the distribution of the LP Units will be subject to
applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation rules 10b-6 and 10b-7, which
provisions may limit the timing of purchases and sales of the LP Units by the
Selling Unitholders or any such other person.
The Partnership has agreed to indemnify the Selling Unitholders and certain
other persons against certain liabilities, including liabilities arising under
the Securities Act.
8
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF DISTRIBUTION
<TABLE>
<S> <C>
SEC registration fee............................................... $ 4,021.00*
Blue Sky Fees and Expenses**....................................... 0.00
Legal fees and expenses**.......................................... 15,000.00
Printing Expenses.................................................. 5,000.00
Accounting fees and expenses**..................................... 5,000.00
Miscellaneous**.................................................... 5,000.00
----------
Total Expenses................................................... $34,021.00
==========
</TABLE>
- --------
* Pursuant to Rule 429
** Estimated
ITEM 15. 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 NEIC
Partnership Agreement provides that no Indemnitee shall be liable to the
Partnership or any Partner 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,
the general partner of the Partnership (the "General Partner"), RTI, the
Partnership 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.
In addition to providing for limited liability for any Indemnitee, the NEIC
Partnership Agreement requires the Partnership 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 Partnership or (ii) by reason of any act or
omission by the Indemnitee taken in such capacity relating to the NEIC
Partnership Agreement or the property, business, affairs or management of the
Partnership. The Indemnitee is entitled to have such expenses advanced by the
Partnership prior to the final disposition of the claim, demand or other
proceeding upon the Indemnitee's delivery to the Partnership 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 NEIC 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 Partnership, officers and directors
of the General Partner are indemnified in certain circumstances by the General
Partner of the Partnership. Section 67 of Chapter 156B of
II-1
<PAGE>
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.
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.
For the undertaking with respect to indemnification, see Item 17 herein.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
TITLE OF EXHIBIT
----------------
<C> <S>
5.1 Opinion of Counsel re: legality*
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in the opinion filed as Exhibit 5.1)*
Power of Attorney (included as part of signature page previously filed
24.1 herewith)*
</TABLE>
- --------
* Previously filed.
ITEM 17. UNDERTAKINGS
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 provisions set forth in Item 15 above, 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.
II-2
<PAGE>
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 an
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.
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:
(a) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) 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;
(c) 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;
provided, however, that paragraphs (1)(a) and (1)(b) do not apply if the
registration statement is on Form S-3 or Form S-8, and 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 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 a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, The Commonwealth of Massachusetts, on
the 17th day of February, 1998.
New England Investment Companies,
L.P.
By: New England Investment
Companies, Inc.,
its General Partner
/s/ Edward N. Wadsworth
By___________________________________
Name: Edward N. Wadsworth
Title: Executive Vice President
Pursuant to the requirement of the Securities Act of 1933, this Post-
Effective Amendment No. 1 to the Registration Statement has been signed on the
17th day of February, 1998 by the following persons in the capacities
indicated.
<TABLE>
<CAPTION>
SIGNATURE SIGNATURE
<S> <C>
* *
- ------------------------------------- -------------------------------------
Peter S. Voss Harry P. Kamen
Chairman of the Board, President, Director
Chief Executive Officer and Director
* *
- ------------------------------------- -------------------------------------
G. Neal Ryland Charles M. Leighton
Executive Vice President and Director
Chief Financial Officer
* *
- ------------------------------------- -------------------------------------
Stephen D. Martino Victor A. Morgenstern
Senior Vice President and Controller Director
* *
- ------------------------------------- -------------------------------------
William S. Antle, III Catherine A. Rein
Director Director
* *
- ------------------------------------- -------------------------------------
Robert J. Blanding Oscar L. Tang
Director Director
* /s/ Edward N. Wadsworth
- ------------------------------------- * ___________________________________
Paul E. Gray By Edward N. Wadsworth
Director Attorney-In-Fact
</TABLE>
II-4
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Post-Effective Amendment No. 1 to the Registration
Statement on Form S-3 of our report dated January 27, 1997 appearing on page 34
of New England Investment Companies, L.P.'s Annual Report on Form 10-K for the
year ended December 31, 1996.
Price Waterhouse LLP
Boston, Massachusetts
February 17, 1998
