UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Information Statement Pursuant to Rules 13d-1 and 13d-2
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Nvest, L.P.
(Name of Issuer)
Units of Limited Partnership Interest
(Title of Class of Securities)
67065F 10 7
(CUSIP Number)
December 31, 1999
Date of Event Which Requires Filing of the Statement
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
[ ] Rule 13d-1(b)
[x ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*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. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
ROGER O. BROWN
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5. SOLE VOTING POWER
677,791 units
6. SHARED VOTING POWER
0 units
7. SOLE DISPOSITIVE POWER
677,791 units
8. SHARED DISPOSITIVE POWER
0 units
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
677,791 units
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES*
[X]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
9.9%
12. TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SCHEDULE 13G
Item 1(a) Name of Issuer:
Nvest, L.P.
1(b) Address of Issuer's Principal Executive Offices:
399 Boylston Street
Boston, MA 02116
Item 2(a) Name of Person Filing:
Roger O. Brown
2(b) Address of Principal Business Office or, if none, Residence:
Brown & Brown L.L.C.
225 W. Washington Street
Suite 1650
Chicago, Illinois 60606
2(c) Citizenship:
USA
2(d) Title of Class of Securities:
Units of Limited Partnership Interest
2(e) CUSIP Number:
67065F 10 7
Item 3 If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a:
(a) [__] Broker or dealer registered under Section 15 of the
Exchange Act;
(b) [__] Bank as defined in Section 3(a)(6) of the Exchange Act;
(c) [__] Insurance company as defined in Section 3(a)(19) of the
Exchange Act;
(d) [__] Investment company registered under Section 8 of the
Investment Company Act;
(e) [__] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
(f) [__] An employee benefit plan or endowment fund in
accordance with Rule 13d-1(b)(1)(ii)(F);
(g) [__] A parent holding company or control person in
accordance with Rule 13d-1(b)(ii)(G);
(h) [__] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i) [__] A church plan that is excluded from the definition of
an investment company under Section 3(c)(14) of the Investment
Company Act;
(j) [__] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this
box.
[X]
Item 4 Ownership:
4(a) Amount beneficially owned:
677,791 units
4(b) Percent of Class:
9.9%
4(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote:
677,791 units
(ii) shared power to vote or to direct the vote:
0 units
(iii) sole power to dispose or to direct the disposition of:
677,791 units
(iv) shared power to dispose or to direct the disposition of:
0 units
The Reporting Person has sole voting and dispositive power with
respect to 813,000 units of limited partnership interest in Nvest
Companies, L.P. ("NCOMP"), a private partnership affiliated with
Issuer. Such units in NCOMP are owned as follows: Roger O. Brown
Revocable Trust U/A/D 12/16/82--60,000; Barbara E. Brown
Revocable Trust U/A/D 12/16/82--20,000; and Vestn Limited
Partnership--733,000. In addition, the Reporting Person has
sole voting and dispositive power with respect to 38,027
publicly-traded units in Issuer. Such units in Issuer are held
as follows: Roger O. Brown Revocable Trust U/A/D 12/16/82--
15,717; Barbara E. Brown Revocable Trust U/A/D 12/16/82--6,310;
and Vestn Limited Partnership--16,000.
813,000 units reported herein are units which the persons listed
in the immediately preceding paragraph may acquire in the future
through the exchange of an equal number of limited partnership
units of NCOMP. The disclosure excludes units in Issuer that may
be acquired upon the permitted exercise of exchange rights with
respect to 173,236 NCOMP limited partnership units that may not
be exercised within 60 days. Insofar as the managing general
partner of NCOMP has the authority to withhold consent
from any such future exchanges as provided in the amended
partnership agreement of NCOMP, the Reporting Person may not be
the "beneficial owner" of any units of Issuer within the meaning
of Rule 13d-3(d)(l)(i), and this schedule shall not be construed
as an admission that the Reporting Person is such a "beneficial
owner."
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another
Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary which
Acquired the Security Being Reported on by the Parent Holding
Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
By signing below the undersigned certifies that, to the best of
its knowledge and belief, the securities referred to above were
not acquired for the purpose of and do not have the effect of
changing or influencing the control of the issuer of such
securities and were not acquired in connection with or as a
participant in any transaction having such purpose or effect.
After reasonable inquiry and to the best of its knowledge and
belief, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
As of February 11, 2000
/s/ Roger O. Brown
Roger O. Brown
