<PAGE> 1
As filed with the Securities and Exchange Commission on July 10, 1996
Registration Statement No. 33-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------------
THE JOHN NUVEEN COMPANY
(Exact name of registrant as specified in its charter)
Delaware 36-3817266
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
333 West Wacker Drive
Chicago, Illinois 60606
(Address of principal executive offices) (Zip Code)
NUVEEN 1996 EQUITY INCENTIVE AWARD PLAN
(Full title of the Plan)
--------------------------
James J. Wesolowski, Esq.
Vice President, General Counsel and Secretary
The John Nuveen Company
333 West Wacker Drive
Chicago, Illinois 60606
(Name and address of agent for service)
(312) 917-7700
(Telephone number, including area code,
of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum
Title of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered (1) Share (2) Price (2) Fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common
Stock, par value
$.01 per share 3,800,000 shares $24.69 $93,822,000 $32,352.41
</TABLE>
1. Plus such indeterminate number of shares as may be issued to prevent
dilution resulting from stock splits, stock dividends or similar
transactions in accordance with Rule 416 under the Securities Act of
1933.
2. Pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of
1933, the proposed maximum offering price per share and the registration
fee are based on the reported average of the high and low prices for the
Registrant's Class A Common Stock on the New York Stock Exchange on July
5, 1996.
<PAGE> 2
PART I - INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS(1)
Item 1. Plan Information.
Item 2. Registrant Information and Employee Plan Annual Information.
PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by The John Nuveen
Company (the "Company") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference
herein and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
(2) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") since the end of the last fiscal year
covered by the registrant document referred to in (1) above.
(3) The description of the Company's Class A Common Stock
contained in the Registration Statement on Form 8-A, filed
with the Commission pursuant to Section 12 of the Exchange Act
on April 27, 1992, including any amendment or report filed for
the purpose of updating such description.
_________________
(1) This information is not required to be included in, and is
not incorporated by reference in, this Registration Statement.
<PAGE> 3
All documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be
incorporated by reference in this Registration Statement and to
be part hereof from their respective dates of filing (such
documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be
deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained
herein or in any other subsequently filed Incorporated Document
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 Registration
Statement.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The legality of the Class A Common Stock being registered is
being passed upon for the Company by James J. Wesolowski, Esq.,
Vice President, General Counsel and Secretary of the Company. At
July 1, 1996, Mr. Wesolowski owned 38,000 shares of the Class A
Common Stock and has vested options to purchase a 150,000
additional shares, at $18 per share, pursuant to the Company's
1992 Incentive Plan. Mr. Wesolowski has also been granted
options and restricted stock under the Company's 1996 employee
stock plans relating to 89,110 shares of the Class A Common
Stock, including 11,000 restricted shares, 48,500 option shares
at $30 and 29,610 option shares at $25 awarded under the Nuveen
1996 Equity Incentive Award Plan.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 102 of the Delaware General Corporation Law allows a
corporation to eliminate the personal liability of a director to
the corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, except in cases where the
director breached his duty of loyalty, failed to act in good
faith, engaged in intentional misconduct or a knowing violation
of law, authorized the unlawful payment of a dividend or approved
an unlawful stock repurchase or derived an improper personal
benefit. The Company's Restated Certificate of Incorporation
contains a provision which eliminates directors' personal
liability as set forth above.
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<PAGE> 4
Section 145 of the Delaware General Corporation Law provides
that a corporation may indemnify any person who was or is
threatened to be a party to any threatened, pending or completed
action, suit, or proceeding, whether civil, criminal,
administrative or investigative, by reason of the fact that he is
or was a director, officer, employee or agent of the corporation
or is or was serving at its request in such capacity in another
corporation or business association against expenses (including
attorneys' fees), judgments, fines and amounts paid in
settlement, actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful.
Article TWELFTH of the Company's Restated Certificate of
Incorporation and Section 6.4 of Article VI of the Company's
Bylaws provide in effect that the Company shall indemnify its
directors, officers and employees to the extent permitted by
Section 145 of the Delaware General Corporation Law.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
EXHIBIT NUMBER DESCRIPTION OF EXHIBITS
4.1 The Company's Restated
Certificate of Incorporation (incorporated by
reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-1 (No.
33-46922))
4.2 Nuveen 1996 Equity Incentive
Award Plan
5 Opinion of Counsel
23.1 Consent of Independent Public
Accountants
23.2 Consent of Counsel (included in
Exhibit 5)
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<PAGE> 5
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 (the "Securities Act");
(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;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
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 Section 15(d) of the 1934 Act that are incorporated by
reference in the registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act, 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.
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<PAGE> 6
(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant
to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act)
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 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 Securities 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 a controlling precedent, submit
to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the
final adjudication of such issue.
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<PAGE> 7
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
the City of Chicago, State of Illinois, on this 9th day of July,
1996.
THE JOHN NUVEEN COMPANY
By /s/ James J. Wesolowski
-------------------------------
James J. Wesolowski
Vice President, General Counsel
and Secretary
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following
persons in the capacities indicated on July 9, 1996.
Signature Title
--------- -----
/s/ Timothy R. Schwertfeger
---------------------------- Chairman, Chief Executive
Timothy R. Schwertfeger Officer and Director
(Principal Executive Officer)
/s/ Anthony T. Dean
---------------------------- President, Chief Operating
Anthony T. Dean Officer and Director
(Principal Financial Officer)
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<PAGE> 8
/s/ Willard L. Boyd
------------------------------ Director
Willard L. Boyd
/s/ Andrew I. Douglass
------------------------------ Director
Andrew I. Douglass
/s/ W. John Driscoll
------------------------------ Director
W. John Driscoll
/s/ Duane R. Kullberg
------------------------------ Director
Duane R. Kullberg
/s/ Douglas W. Leatherdale
------------------------------ Director
Douglas W. Leatherdale
/s/ Patrick A. Thiele
------------------------------ Director
Patrick A. Thiele
/s/ O. Walter Renfftlen
------------------------------ Vice President and Controller
O. Walter Renfftlen (Principal Accounting Officer)
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<PAGE> 9
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE
------- ----------- ----
4.2 Nuveen 1996 Equity Incentive
Award Plan
5 Opinion of Counsel
23.1 Consent of Independent
Public Accountants
-8-
<PAGE> 1
EXHIBIT 4.2
PROSPECTUS DATED JULY 9, 1996
The John Nuveen Company
3,800,000 SHARES OF
Class A Common Stock
(par value $.01 per share)
ISSUABLE PURSUANT TO THE
NUVEEN 1996 EQUITY INCENTIVE AWARD PLAN
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE
SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE SECURITIES COMMISSION PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROS-
PECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
__________________________
No person has been authorized to give any information or to make any
representations, other than those contained in this Prospectus, in connection
with the offers described in this Prospectus and, if given or made, such
information or representations must not be relied upon as having been
authorized by The John Nuveen Company. This Prospectus does not constitute an
offer to sell, or the solicitation of any offer to buy, securities in any
jurisdiction to any person to whom it is unlawful to make such an offer in such
jurisdiction.
__________________________
THIS DOCUMENT CONSTITUTES PART OF A
PROSPECTUS COVERING SECURITIES THAT
HAVE BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933.
-1-
<PAGE> 2
DOCUMENTS INCORPORATED BY REFERENCE AND AVAILABLE INFORMATION
The following documents previously filed by The John Nuveen Company (the
"Company") with the Securities and Exchange Commission (the "Commission") are
incorporated by reference herein and shall be deemed to be a part hereof:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")
since the end of the last fiscal year covered by the registrant
document referred to in (1) above.
(3) The description of the Company's Class A Common Stock
contained in the Registration Statement on Form 8-A, filed with the
Commission pursuant to Section 12 of the Exchange Act on April 27,
1992, including any amendment or report filed for the purpose of
updating such decription.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this Section 10(a) Prospectus for the Nuveen 1996
Equity Incentive Award Plan (the "Equity Plan") and to be part hereof from
their respective dates of filing (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Section 10(a) Prospectus for the
Equity Plan to the extent that a statement contained herein or in any other
subsequently filed Incorporated Document 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 Section 10(a) Prospectus
for the Equity Plan.
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<PAGE> 3
This Section 10(a) Prospectus for the Equity Plan incorporates documents
by reference which are not presented herein or delivered herewith. These
documents (except for certain exhibits to such documents, unless such exhibits
are specifically incorporated by reference herein) and other documents required
to be delivered to employees pursuant to Rule 428(b) of the Securities Act of
1933, as amended, are available upon request without charge from James J.
Wesolowski, Vice President, General Counsel and Secretary of the Company, 333
West Wacker Drive, Chicago, Illinois 60606, (312) 917-7700.
NUVEEN 1996 EQUITY INCENTIVE AWARD PLAN
PRINCIPAL TERMS OF THE EQUITY PLAN
The following summary sets forth information relating to the Equity Plan,
which has been recommended by the Compensation Committee (the "Compensation
Committee") of the Board of Directors of the Company (the "Board") and approved
by the Board, and by the Company's Shareholders at the Company's Annual Meeting
of Shareholders on July 9, 1996, and the Class A Common Stock of the Company,
par value $.01 per share (the "Class A Common Stock") being offered pursuant to
the Equity Plan.
Plan benefits are governed at all times by the terms of the Equity Plan (a
copy of which accompanies this summary). In the event of any discrepancies
between this summary and the Equity Plan, the Equity Plan shall be controlling
in all cases.
The general nature and purpose of the Equity Plan is, in keeping with the
Company's compensation and incentive programs, to maintain a direct
relationship between employee compensation and Company results by providing
equity-based incentives for employees while at the same time permitting such
incentives to qualify for unlimited federal income tax deductibility.
Certain employees of the Company and its subsidiaries (expected eventually
to comprise approximately 100 persons) are eligible to participate in the
Equity Plan upon recommendation of the Bonus Committee of the Board and
approval by the Compensation Committee. Subject to the terms of the Equity
Plan, the Compensation Committee has authority to determine the nature, size,
terms and conditions of, and all other matters relating to awards, to prescribe
award agreements, and to interpret the Equity Plan. Awards under the Equity
Plan ("Awards") may be in the form of grants of restricted Class A Common Stock
and options to purchase Class A Common Stock.
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<PAGE> 4
Over the expected five-year plan period, an aggregate of 3.8 million
shares of Class A Common Stock (subject to adjustments for stock dividends,
stock splits, extraordinary distributions of cash or property, and certain
changes in capitalization) are reserved for Awards under the Equity Plan. Up
to 950,000 shares of Class A Common Stock may be issued in connection with
awards of restricted stock under the Equity Plan.
Performance Goals. The Compensation Committee may make Awards in lieu of
a specified cash award under the Executive Officer Performance Plan or the
Company's Annual Incentive Award Plan. Such Awards are designated "In Lieu
Awards." The recipient of an In Lieu Award will receive for one or more plan
years a cash incentive award under the Executive Officer Performance Plan or
the Annual Incentive Award Plan that is reduced from the amount that would
otherwise have been paid by an amount equal to the "Fair Value" of the In Lieu
Award, as determined by the Compensation Committee at the time of grant.
Vesting of an In Lieu Award may be contingent upon recipient earning a cash
incentive award at least equal to such Fair Value. In addition, if the
Compensation Committee so determines at the time of grant, Awards may be made
subject to the achievement of one or more performance goals based upon
attainment of one or any combination of the following: specified levels of
earnings per share from continuing operations, operating income, revenues,
return on operating assets, return on equity, shareholder return (measured in
terms of stock price appreciation) and/or total shareholder return (measured in
terms of stock price appreciation and/or dividends), achievement of cost
control, or stock price, in each case of the Company or such subsidiary,
division or department of the Company or subsidiary for or within which the
participant is primarily employed. The performance goals also may be based
upon attaining specified levels of Company performance under one or more of the
measures described above relative to the performance of other corporations.
Restricted Stock and Dividend Equivalents. Restricted stock awards
consist of shares of Class A Common Stock that are awarded to a participant,
subject to forfeiture if the conditions established by the Compensation
Committee are not met. Such conditions may include, but are not limited to,
continued employment for a specified period and/or the achievement of
performance goals as described below. A participant may also elect to defer
receipt of restricted stock until a time later than when the awards vest and
would otherwise be deliverable.
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<PAGE> 5
Before the vesting of shares of restricted stock that are not deferred, a
participant has voting and dividend rights with respect to his or her
restricted shares, but cannot sell, transfer (other than by will or by the laws
of descent and distribution), exchange or encumber the restricted shares.
Before delivery of shares of restricted stock that are deferred, a participant
has no rights of a shareholder with respect thereto, but will receive payment
of compensation equal to the dividends that would otherwise be paid thereon
("dividend equivalents") on a current or deferred basis as elected by the
participant. Any unvested restricted shares will vest if a participant's
employment with the Company is terminated because of death, disability or
retirement, by the Company for any reason other than Cause, by the participant
for Constructive Termination, or as a result of a Disaffiliation Transaction,
as all those terms are defined in the Equity Plan. Notwithstanding any other
provision of the Equity Plan, in the event of a Change in Control of the
Company (as defined in the Equity Plan), all shares of restricted stock that
have not yet vested shall become immediately and fully vested and any remaining
restrictions on transferability shall immediately lapse. The maximum number of
shares of restricted stock that may be awarded to any one individual annually
under the Equity Plan is 120,000 shares, subject to adjustment as described
above.
Stock Options. Options awarded under the Equity Plan will be granted in
the form of "non-qualified stock options." Options entitle a participant to
purchase shares of Class A Common Stock at a price per share established at the
award date, which may not be less than the fair market value of such stock on
the award date, and may be exercised not later than ten (10) years from the
award date. Stock options, whether or not currently exercisable, may not be
sold, transferred, exchanged or encumbered except in limited circumstances
specified in the Equity Plan. Upon the termination of Employment of a
participant because of death, disability or retirement, by the Company without
Cause, by the participant for Constructive Termination or as a result of a
Disaffiliation Transaction, except as otherwise specified by the Compensation
Committee at the time of grant, any outstanding stock options that have not yet
become exercisable will become exercisable, and all outstanding options will,
in the case of options that are In Lieu Awards, remain exercisable for the
remainder of their term; in the case of options that are not In Lieu Awards,
such options will remain exercisable for not more than three years after
termination of employment because of death, disability or retirement and not
more than 60 days after the other types of termination. Except as otherwise
specified by the Compensation Committee at the time of grant, in the event of
termination of employment for any other reason, stock options that have not yet
become
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<PAGE> 6
exercisable shall be forfeited, and all other outstanding stock options shall
remain exercisable for a period of 60 days following the date of termination
(but not after the expiration date of the option). Notwithstanding any other
provision of the Equity Plan, in the event of a Change in Control of the
Company, all unexercised options granted thereunder shall become immediately
and fully exercisable and any remaining restrictions on transferability of
shares acquired pursuant to option exercise shall immediately lapse. The
maximum number of shares that may be subject to an option grant to any one
individual annually under the Equity Plan is 600,000 shares, subject to
adjustment as described above. Once granted, options may not be repriced or
replaced by new options with lower exercise prices.
CERTAIN FEDERAL INCOME TAX CONSIDERATIONS
The Company has been advised that, based on the present provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), and regulations
promulgated thereunder, the federal income tax consequences of the grant,
vesting and exercise of Awards under the Equity Plan and the subsequent
disposition of stock acquired thereby will be as described below. The
following discussion addresses only the general federal income tax consequences
of Awards. Participants in the Equity Plan are urged to consult their own tax
advisers regarding the impact of federal, state and local taxes, the federal
alternative minimum tax, and securities laws restrictions, given their
individual situations. The Equity Plan is not qualified under Section 401(a)
of the Code.
Non-qualified Stock Options. Only non-qualified stock options may be
granted under the Equity Plan. Generally, an optionee will not recognize any
taxable income, and the Company will not be allowed a tax deduction, upon the
granting of a non-qualified stock option. Upon the exercise of a non-qualified
stock option, the optionee realizes ordinary income in an amount equal to the
excess, if any, of the fair market value of the shares acquired at the time the
option is exercised over the exercise price for such shares. At that time, the
Company will be allowed a tax deduction equal to the amount of ordinary taxable
income recognized by the optionee, subject to the limitations described below.
When an optionee exercises a non-qualified stock option by paying the
exercise price solely in cash, the basis in the shares acquired is equal to the
fair market value of the shares on the date ordinary income is recognized, and
the holding period for such shares begins on the day after the shares
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<PAGE> 7
are received. When an optionee exercises a non-qualified stock option by
exchanging previously acquired shares of Class A Common Stock held as capital
assets in partial or full payment of the exercise price, shares of Class A
Common Stock received by the optionee equal in number to the previously
acquired shares exchanged therefor will be received free of tax and will have
the same basis and holding period as such previously acquired shares. The
optionee will recognize ordinary taxable income equal to the fair market value
of any additional shares received by the optionee, less the amount of any cash
paid by the optionee. The optionee will have a basis in such additional shares
equal to their fair market value on the date ordinary income is recognized and
the holding period of such shares will commence on the day after they are
transferred to the optionee.
Upon subsequent disposition of shares acquired upon exercise of a
non-qualified stock option, the difference between the amount realized on the
sale and the basis in the shares is treated as long-term or short-term capital
gain or loss, depending on the holding period for the shares. Long-term
capital gain treatment is applicable if the shares are held for more than one
year. The subsequent disposition of shares acquired by exercise of a
non-qualified stock option will not result in any additional tax consequences
to the Company.
Restricted Stock. Generally, a participant will not recognize any taxable
income, and the Company will not be allowed a tax deduction, upon the grant of
restricted stock. Upon the lapsing of restrictions on restricted stock, or, if
the restricted stock is deferred pursuant to the provisions of the Equity Plan,
upon the delivery of the restricted stock at the expiration of the deferral
period, the holder will recognize ordinary income equal to the fair market
value of the shares on the date of such lapse or delivery. Alternatively, if
the restricted stock is not deferred, the participant may elect, within 30 days
after the grant of restricted stock, to recognize ordinary income at the time
of this grant, in which event the amount of such ordinary income will be equal
to the fair market value of the shares on the date of grant without giving
effect to the restrictions on transfer. In any event, at the time the
participant recognizes income with respect to the restricted stock, the Company
is entitled to a deduction in an equal amount, subject to the limitations
described below.
Limitations on Company's Ability to Take Deductions. The Company must
satisfy applicable federal tax reporting requirements with respect to stock
awards under the Equity Plan in order to be entitled to the deductions
described above. In addition, Section 162(m) of the Code provides that
compensation
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<PAGE> 8
of any individual who is the Chief Executive Officer or any of the four other
most highly-paid officers of the Company may not be deducted to the extent such
compensation exceeds $1 million in any taxable year, unless such compensation
qualifies as "performance-based" under Section 162(m). Awards granted under
the Equity Plan should be able to qualify as performance-based for purposes of
Section 162(m) if they are either options granted with an exercise price not
less than fair market value on the date of grant, or restricted stock the
vesting of which is contingent upon the achievement of objective performance
goals. However, the Equity Plan permits the making of awards that would not
qualify as performance-based compensation.
If Awards under the Equity Plan are accelerated in connection with a
Change in Control of the Company, all or a portion of the value of such Awards
may constitute "excess parachute payments." The Company would not be permitted
to deduct excess parachute payments, and the recipient of such a payment would
be subject to a 20 percent federal excise tax. Furthermore, excess parachute
payments to individuals covered by Section 162(m) of the Code would reduce the
$1 million limitation on deduction of their compensation by an equal amount,
and thus could result in other compensation to such individuals being
nondeductible.
AMENDMENT; ADMINISTRATION; ADDITIONAL INFORMATION
The Equity Plan may be terminated, suspended, amended or modified by the
Board with the consent of a majority of the Class B Directors, provided that no
termination, suspension, amendment or modification (i) may be made without
shareholder approval to the extent such approval is required by federal or
state law, regulation or rule of any stock exchange or automated quotation
system on which the Class A Common Stock is listed or quoted, or (ii) may,
without the consent of the participant affected, impair the rights of a
participant under the Equity Plan.
The Equity Plan will be administered by the Compensation Committee. Each
member of the Compensation Committee is, and must be, a "disinterested person,"
within the meaning of Rule 16b-3 under the Securities Exchange Act of 1934 and
an "outside director" within the meaning of Section 162(m) of the Code and the
regulations thereunder. Members of the Compensation Committee are selected by
the Board, may serve as long as they serve as directors of the Company, and may
be removed at any time by action of a majority of the Board. The
Compensation Committee is authorized to establish rules and regulations for
administration of the Equity Plan, to make
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<PAGE> 9
awards under the Equity Plan, and to make determinations and interpretations
under the Equity Plan. The Equity Plan is not subject to the Employee
Retirement Income Security Act of 1974, as amended. Additional information
about the Equity Plan and the administrators is available by contacting James
J. Wesolowski, Esq., Vice President, General Counsel and Secretary of the
Company, 333 West Wacker Drive, Chicago, Illinois 60606, (312) 917-7700.
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<PAGE> 1
EXHIBIT 5
July 9, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
As Vice President, General Counsel and Secretary of The John Nuveen
Company, a Delaware corporation (the "Company"), I am familiar with the
Registration Statement on Form S-8 (the "Registration Statement") being filed
by the Company under the Securities Act of 1933, as amended, relating to the
registration of 3,800,000 shares of the Company's Class A Common Stock, par
value $.01 per share, (the "Class A Common Stock") issuable pursuant to the
Nuveen 1996 Equity Incentive Award Plan (the "Equity Plan"). The Equity Plan
was approved by the Company's Board of Directors on February 23, 1996 and was
approved by the Company's shareholders at the Annual Meeting held on July 9,
1996 (the "Annual Meeting").
I am also familiar with the Company's Restated Certificate of
Incorporation and its By-Laws, and with all corporate and other proceedings
taken by the Board of Directors relative to the authorization of the Equity
Plan. I have relied as to factual matters on certificates or other documents
furnished by the Company or its officers and by governmental authorities and
upon such other documents and data that I deemed appropriate. I am not a
member of the Bar of any jurisdiction other than the State of Illinois and I
express no opinion as the law of any jurisdiction other than the laws of the
State of Illinois and the General Corporation Law of the State of Delaware.
Based on such examination and review and subject to the foregoing, it is
my opinion that the Company is a corporation duly organized and validly
existing under the laws of the State of Delaware; that the Equity Plan,
including the authority to issue up to 3,800,000 shares of the Class A Common
Stock thereunder, has been duly authorized by appropriate corporate action of
the Company; and that the aforesaid 3,800,000 shares of the Class A Common
Stock, when issued pursuant to the provisions of the Equity Plan, will be
legally issued, fully paid and non-assessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to its use in connection therewith. In giving such
consent, I do not hereby admit that I am in the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ James J. Wesolowski
James J. Wesolowski
Vice President, General Counsel
and Secretary
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors
The John Nuveen Company:
We consent to the use of our report dated January 17, 1996 incorporated herein
by reference, which report appears in the December 31, 1995 annual report on
Form 10-K of The John Nuveen Company.
KPMG PEAT MARWICK LLP
Chicago, Illinois
July 8, 1996
