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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
The John Nuveen Company
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
478035 10 8
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(CUSIP Number)
James J. Wesolowski, Esq.
333 West Wacker Drive
Chicago, Illinois 60606
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
May 20, 1996
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(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(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement[x]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
SEC 1746(12-91)
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SCHEDULE 13D
CUSIP No. 478035 10 8 Page 2 of Pages
<TABLE>
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Donald E. Sveen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
SC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
7 SOLE VOTING POWER
511,074
8 SHARED VOTING POWER
NUMBER OF SHARES 321,070
BENEFICIALLY OWNED
BY EACH REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
511,074
10 SHARED DISPOSITIVE POWER
321,070
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
832,144
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.4%
14 TYPE OF REPORTING PERSON*
IN
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Item 1. Security and Issuer
This statement on Schedule 13D relates to shares of Class A Common Stock,
par value $.01 per share (the "Class A Common Stock"), of The John Nuveen
Company, a Delaware corporation (the "Company"). The Company's principal
executive office is located at 333 West Wacker Drive, Chicago, Illinois 60606.
ITEM 2. IDENTITY AND BACKGROUND
(a) Donald E. Sveen
(b) 333 West Wacker Drive, Chicago, Illinois 60606.
(c) Mr. Sveen is the President, Chief Operating Officer and a Director of
the Company. The Company's principal executive office is located at 333 West
Wacker Drive, Chicago, Illinois 60606.
(d) Mr. Sveen has not been convicted in any criminal proceeding during
the last five years (excluding traffic violations or other similar
misdemeanors).
(e) During the last five years, Mr. Sveen has not been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
which, as a result of such proceeding, subjected Mr. Sveen to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or found any
violation with respect to such laws.
(f) Mr. Sveen is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
All of the 832,144 shares of Class A Common Stock beneficially owned by
Mr. Sveen have been acquired by him through grants of restricted stock and
non-qualified stock options under the Nuveen 1992 Special Incentive Plan (the
"Incentive Plan"). On May 27, 1992, the date of the closing of the initial
public offering of Class A Common Stock (the "Offering"), the Compensation
Committee of the Board of Directors (the "Compensation Committee") awarded
initial grants ("Initial Grants") under the Incentive Plan to key executive
officers of the Company. Mr. Sveen's Initial Grant included 635,144 restricted
shares of Class A Common Stock and non-qualified stock options for 220,000
shares of Class A Common Stock, of which all options have become exercisable.
Mr. Sveen also received as part of his Initial Grant 254,056 deferred units
under the Incentive Plan in lieu of an equal number of additional shares of
restricted stock. See Item 5(c) and Item 6.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the Incentive Plan was to enable the Company to attract and
retain exceptionally qualified officers and other key employees upon whom the
profitability of the Company will depend in large part, to provide incentive
for such individuals to enhance the value of the
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Company for the benefit of the stockholders, and to strengthen the mutuality of
interests between participants and the Company's stockholders by providing
equity-based incentive awards.
Depending on market conditions and applicable legal restrictions existing
at the time, Mr. Sveen may from time to time increase his beneficial ownership
of shares of Class A Common Stock through open market transactions (including
brokerage transactions on the New York Stock Exchange) or by other types of
transactions. Mr. Sveen may also from time to time dispose of shares of Class
A Common Stock beneficially owned by him in open market transactions, in
conjunction with a registration statement filed by the Company or otherwise.
He may also from time to time make donations of shares of Class A Common Stock
to the Domanada Foundation, an Illinois charitable trust (the "Foundation"),
and the Foundation may from time to time transfer shares of Class A Common
Stock to qualified donees in accordance with the terms of the Foundation trust
agreement.
Except as described in this Item 4, Mr. Sveen does not have any present
plans or proposals which relate to or would result in any action or event
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D; however,
Mr. Sveen reserves the right to change his plans or intentions at any time and
to take all actions he may deem appropriate in the circumstances.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Sveen is the beneficial owner of 832,144 Class A Common Shares,
including 220,000 shares issuable upon the exercise of stock options which are
currently and 321,070 shares (4.4%) held by the Foundation. Based on the
number of shares of Class A Common Stock outstanding as of May 20, 1996 and
such 220,000 shares subject to Mr. Sveen's stock options, such 832,144 shares
represent approximately 10.4% of the Class A Common Stock.
(b) Mr. Sveen has sole power to vote or direct the with respect to
511,074 shares of Class A Common Stock beneficially owned by him.
Mr. Sveen has sole power to dispose or direct the with respect to 511,074
shares of Class A Common Stock, of which 291,074 are outstanding shares that
are no longer subject to restrictions on transferability or a risk of
forfeiture under the Incentive Plan and 220,000 are unissued shares subject to
currently exercisable stock options.
Mr. Sveen is one of four trustees of the Foundation and in such capacity
shares both the power to vote or direct the vote and the power to dispose or
direct the disposition of the 321,070 shares held by the Foundation. The other
trustees are his spouse and children.
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(c) Since May 27, 1992, the date of Mr. Sveen's Initial Grant, the
following restricted shares have become vested and the following shares have
become subject to exercisable stock options, pursuant to the vesting schedules
described in Item 6, on the dates indicated:
<TABLE>
<CAPTION>
Number of Number of Option
Restricted Shares Shares Becoming
Date Becoming Vested Exercisable
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<S> <C> <C>
May 27, 1992 63,514 15,714.285
July 1, 1992 63,514 15,714.285
October 1, 1992 63,514 15,714.285
January 1, 1993 31,708 15,714.285
April 1, 1993 31,764 15,714.285
July 1, 1993 31,764 15,714.285
October 1, 1993 31,764 15,714.285
January 1 1994 31,764 15,714.285
April 1, 1994 31,764 15,714.285
July 1, 1994 31,764 15,714.285
October 1, 1994 31,764 15,714.285
January 1 1995 63,514 15,714.285
April 1, 1995 63,514 15,714.285
July 1, 1995 63,518 15,714.285
</TABLE>
On December 17, 1992, Mr. Sveen originally transferred 190,542 shares of Class
A Common Stock to the Foundation, on September 17, 1993, Mr. Sveen transferred
63,528 shares of Class A Common Stock to the Foundation and on November 2, 1994
Mr. Sveen transferred 90,000 shares of Class A Common Stock to the Foundation
for a total of 344,070. However, the Foundation has made the following
donations to qualified donees in accordance with the terms of the Foundation
trust agreement: 1) March 17, 1993, a gift of 2,000 shares; 2) September 1,
1993, a gift of 1,000; 3) October 26, 1994, a gift of 2,300 shares; 4) October
26, 1994, a gift of 5,500; 5) October 26, 1994, a gift of 1,200; 6) May 2,
1995, a gift of 1,200 shares; 7) July 24, 1995, a gift of 1,100; 8) July 24,
1995, a gift of 5,500 shares; 9) October 19, 1995, a gift of 1,100; 10) October
19, 1995, a gift of 1,100; 11) October 25, 1995, a gift of 1,000 shares all of
which were Class A Common Stock, for a total of 23,000 shares of Class A Common
Stock of the Company that has been gifted and given away by the Foundation.
Except as set forth in this Item 5(c), Mr. Sveen has not effected any
transactions in shares of Class A Common Stock during the period from May 27,
1992 to the date of this statement.
(d) See Item 6.
(e) Not applicable.
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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
The following summary of contracts, arrangements, understandings or
relationships of Mr. Sveen with respect to securities of the Company does not
purport to be complete and is qualified in its entirety by reference to the
documents filed as Exhibits to this statement, each of which is incorporated
herein in its entirety by this reference.
Mr. Sveen's Initial Grant under the Incentive Plan consisted of 635,144
restricted shares of Class A Common Stock, 254,056 deferred units in lieu of an
equal number of additional shares of restricted stock and a non-qualified stock
option for 220,000 shares of Class A Common Stock. Each share of restricted
stock awarded to Mr. Sveen was valued at $18.00, equal to the initial public
offering price per share of Class A Common Stock in the Offering. Each of Mr.
Sveen's deferred units represents a right to receive a cash payment of $18.00,
plus interest at the prime rate, which is subject to certain restrictions and a
risk of forfeiture and certain other terms and conditions, payable upon the
lapse of such restrictions on a specified date or upon the occurrence of a
specified event. The exercise price per share under Mr. Sveen's stock option
is also $18.00, and the term of his stock option expires on May 26, 2002.
The shares of restricted stock and deferred units awarded to Mr. Sveen has
vested, and the stock option awarded to him became exercisable, in 14 equal
quarterly installments, commencing on May 27, 1992 (the closing date of the
Offering), and thereafter on the first day of each successive fiscal quarter,
which concluded on July 1, 1995. Mr. Sveen's restricted stock, deferred
units and stock option are subject to accelerated vesting in the event of his
death, disability or retirement upon reaching age 65 (or at an earlier date
with the approval of the Compensation Committee), or in the event of a change
in control of the Company (as defined in the Incentive Plan). In the event Mr.
Sveen's employment is terminated by the Company other than for cause or by Mr.
Sveen on account of constructive termination, Mr. Sveen's Employment Agreement
provides that his restricted stock, deferred units and stock option will not be
forfeited but rather will fully vest or become payable. In addition, if the
St. Paul Companies, Inc. ("St. Paul"), or any subsidiary or affiliate of St.
Paul, sells shares of Class A Common Stock or Class B Common Stock
(collectively, the "Common Stock") of the Company after the Offering, the
Incentive Plan provides that a ratable portion (equal to the ratio that the
shares so sold bear to the total shares of Common Stock held by St. Paul and
its subsidiaries prior to the Offering) of the shares of restricted stock and
deferred units included in Mr. Sveen's Initial Grant will immediately vest.
During the period in which shares of restricted stock awarded to Mr. Sveen
remained unvested, Mr. Sveen was entitled to vote such shares and receive
dividends or dividend equivalents with respect to such shares. A dividend
equivalent entitled Mr. Sveen to receive an amount of cash equal in value to
the dividend that would had been paid on the number of shares of Class A Common
Stock specified in the dividend equivalent award if such shares had been fully
vested on the record date for payment of the dividend.
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The Company has granted to St. Paul certain rights to require the Company
to register for offer and sale under the Securities Act of 1933, as amended,
and state blue sky laws certain shares of Class A Common Stock which may be
issued to St. Paul upon conversion of Class B Common Stock of the Company.
Each of Mr. Sveen and Richard J. Franke, Chairman, Chief Executive Officer and
a Director of the Company, has the right to include up to 50% of his then
current holdings of Class A Common Stock acquired under the Incentive Plan in
any registration of Class A Common Stock for St. Paul. This right may be
exercised by Mr. Sveen and/or Mr. Franke only after June 1, 1994 for estate
planning purposes. This right may be limited pro rata or eliminated, by an
underwriter, if any, if the secondary offering of the Class A Common Stock of
Mr. Sveen and/or Mr. Franke may adversely affect St. Paul's offering.
The Foundation's trust agreement contains certain provisions applicable to
the retention, disposition and voting of the shares of Class A Common Stock
held by the Foundation. Copies of these provisions are included in Exhibit 5
to this statement.
Except as described in Item 4 and in this Item 6, Mr. Sveen is not a party
to any contracts, arrangements, understandings or relationships (legal or
otherwise) with respect to any shares of Class A Common Stock of the Company,
including but not limited to transfer or voting of any shares of Class A Common
Stock, finder's fees, joint ventures, loan or option arrangements, put or
calls, guarantees of profits, division of profits or loss, or the giving or
withholding of proxies. Except as provided in the Incentive Plan, Mr. Sveen
has not pledged or otherwise subjected any shares of Class A Common Stock held
by him to a contingency the occurrence of which would give another person
voting power or investment power over such securities.
ITEM 7. MATERIAL FILED AS EXHIBITS
Copies of the documents listed below have heretofore been filed with the
Commission as exhibits to Mr. Sveen's Schedule 13D filed on March 30, 1993 and
are incorporated herein by reference and made a part hereof.
Exhibit 1. The Nuveen 1992 Special Incentive Plan (Filed as Exhibit 1 to Mr.
Sveen's Schedule 13D filed with the Securities and Exchange
Commission on March 30, 1993.)
Exhibit 2. Stock Option Agreement between the Company and Mr. Sveen (Filed as
Exhibit 2 to Mr. Sveen's Schedule 13D filed with the Securities and
Exchange Commission on March 30, 1993.)
Exhibit 3. Employment Agreement between the Company and Mr. Sveen (Filed as
Exhibit 3 to Mr. Sveen's Schedule 13D filed with the Securities and
Exchange Commission on March 30, 1993.)
Exhibit 4. Registration Rights Agreement between the Company and The St. Paul
Companies, Inc. (Filed as Exhibit 4 to Mr. Sveen's Schedule 13D filed
with the Securities and Exchange Commission on March 30, 1993.)
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EXHIBIT 5 Certain provisions of the Foundation trust agreement (Filed as
Exhibit 5 to Mr. Sveen's Schedule 13D filed with the
Securities and Exchange Commission on March 30, 1993.)
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.
May 31, 1996 /S/ Donald E. Sveen
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Date Donald E. Sveen
