<PAGE> 1
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. )
Filed by the registrant [X]
Filed by a party other than the registrant [ ]
Check the appropriate box:
[ ] Preliminary proxy statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
THE JOHN NUVEEN COMPANY
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No Fee Required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
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<PAGE> 2
THE JOHN NUVEEN COMPANY
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD FRIDAY, MAY 9, 1997
TO THE SHAREHOLDERS OF THE JOHN NUVEEN COMPANY:
Notice is hereby given that the annual meeting of the shareholders of The
John Nuveen Company, a Delaware corporation (the "Company"), will be held in the
Wrigley Building at The 410 Club, 410 North Michigan Avenue, Chicago, Illinois,
on Friday, May 9, 1997, at 10:30 a.m. for the following purposes:
1. To elect four directors by vote of the holders of the Company's
Class A Common Stock and Class B Common Stock, voting together as a single
class, and four directors by vote of the holders of the Company's Class B
Common Stock, voting as a separate class, to serve until the next annual
meeting and until their successors shall have been duly elected and
qualified.
2. To ratify the selection of KPMG Peat Marwick LLP as independent
auditors for the Company.
3. To transact such other business as may properly come before the
meeting.
Shareholders of record at the close of business on March 20, 1997 are
entitled to notice of and to vote at the meeting.
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE MARK, SIGN AND DATE
THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE POSTAGE PAID ENVELOPE ENCLOSED
FOR THAT PURPOSE. YOU MAY REVOKE YOUR PROXY AT ANY TIME BEFORE IT IS VOTED, AND
SHAREHOLDERS WHO ARE PRESENT AT THE MEETING MAY WITHDRAW THEIR PROXIES AND VOTE
IN PERSON.
March 24, 1997
JOHN P. AMBOIAN
Secretary
<PAGE> 3
THE JOHN NUVEEN COMPANY
333 WEST WACKER DRIVE
CHICAGO, ILLINOIS 60606
PROXY STATEMENT
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of The John Nuveen Company (the "Company") of proxies to
be voted at the annual meeting of the shareholders of the Company to be held on
May 9, 1997, and at any and all adjournments of such meeting. This Proxy
Statement was initially mailed to shareholders on or about March 26, 1997. The
cost of preparing, printing and mailing this Proxy Statement, the accompanying
notice and the enclosed proxy, and all other costs in connection with the
solicitation of proxies, will be paid by the Company. In addition to
solicitation by mail, the Company will request banks, brokers and other
custodian nominees and fiduciaries to furnish proxy material to the beneficial
owners of the Company's Class A Common Stock of whom they have knowledge and
will reimburse them for their expenses for so doing. Additional solicitation may
be made by letter, telephone or telecopier by officers and employees of the
Company and its affiliates.
At the annual meeting, shareholders will vote on the election of directors
and the ratification of the selection of KPMG Peat Marwick LLP as independent
auditors for the Company. All duly executed proxies received by management prior
to the meeting will be voted in accordance with the choices specified by
shareholders on their proxies. If no choice is specified by a shareholder, the
shares of such shareholder will be voted FOR the election of the four nominees
for directors listed in this Proxy Statement that are to be elected by the
holders of the Company's Class A Common Stock and Class B Common Stock, voting
together as a single class, and FOR ratification of the selection of the
independent auditors of the Company. Holders of the Company's Class B Common
Stock are entitled to nominate and elect at the meeting four additional
directors as described in the section entitled "Election of Directors" below.
Shareholders who execute proxies may revoke them at any time before they are
voted by filing with the Company a written notice of revocation, by delivering a
duly executed proxy bearing a later date or by attending the meeting and voting
in person.
As of March 20, 1997, there were issued and outstanding 7,319,327 shares of
Class A Common Stock, 25,602,704 shares of Class B Common Stock and 1,800,000
shares of 5% Cumulative Convertible Preferred Stock. The Class A Common Stock
and the Class B Common Stock are sometimes referred to collectively herein as
the "Common Stock" of the Company. Those persons who were shareholders of record
of each class of Common Stock at the close of business on March 20, 1997 will be
entitled to one vote for each share held. The 5% Cumulative Convertible
Preferred Stock (the "Preferred Stock") is non-voting.
Under the Company's By-laws, a majority of the outstanding shares of the
class or classes entitled to vote on a particular matter and represented in
person or by proxy will constitute a quorum for consideration of such matter at
the annual meeting. Under the Company's Certificate of Incorporation, in the
event that any person or group becomes the beneficial owner (as defined in the
Certificate of Incorporation) of more than 20% of the outstanding shares of
Class A Common Stock, the shares of Class A Common Stock beneficially owned by
such person or group in excess of 20% of the outstanding shares of such class
shall have no voting rights and shall be deducted from the total number of
shares of Class A Common Stock for purposes of determining the number of shares
of Class A Common Stock, or Common Stock, as the case may be, necessary to
constitute a quorum or required to approve a matter submitted for shareholder
approval. To the knowledge of the Company, on March 20, 1997 no person or group
was the beneficial owner of more than 20% of the outstanding shares of Class A
Common Stock.
<PAGE> 4
BENEFICIAL OWNERSHIP OF THE COMPANY'S COMMON STOCK
PRINCIPAL HOLDERS
The following table sets forth the beneficial ownership as of March 20,
1997, unless otherwise indicated, of the Company's Class A and Class B Common
Stock, of each person known by the Company to own beneficially more than 5% of
each such class:
<TABLE>
<CAPTION>
NUMBER
OF SHARES PERCENT OF PERCENT OF
BENEFICIALLY CLASS OF CLASS TOTAL STOCK
NAME AND ADDRESS OWNED STOCK OUTSTANDING(1) OUTSTANDING(1)
---------------- ------------ -------- -------------- --------------
<S> <C> <C> <C> <C>
The St. Paul Companies, Inc. ........... 25,602,704 B 100% 78.0%
385 Washington Street
St. Paul, MN 55102
Ryback Management, Inc.................. 1,450,600(2) A 19.8 4.4
7711 Carondelet Ave.
Suite 700
St. Louis, MO 63105
Richard J. Franke....................... 804,130(3) A 10.7 2.4
400 North Michigan Ave.
Suite 300
Chicago, IL 60611
Donald E. Sveen......................... 801,894(4) A 10.6 2.4
1749 S. Naperville Road
Wheaton, IL 60187
Timothy R. Schwertfeger................. 449,700(5) A 6.0 1.4
333 W. Wacker Drive
Chicago, Illinois 60606
Anthony T. Dean......................... 430,600(5) A 5.7 1.3
333 W. Wacker Drive
Chicago, Illinois 60606
</TABLE>
(Footnotes on following page)
2
<PAGE> 5
(Footnotes continued from previous page)
(1) For the directors and executive officers of the Company, the percentage
of outstanding common stock is determined by dividing the total number of shares
beneficially owned, which includes the shares that would be issued upon exercise
of their vested options, by the total number of outstanding shares plus the
additional number of shares that would be outstanding if the options were
exercised.
(2) According to a report received on March 20, 1997 for the Lindner Funds,
advised by Ryback Management Corporation, Lindner Growth Fund owned 686,300
shares of Class A Common Stock and Lindner Dividend Fund owned 764,300 shares of
Class A Common Stock of the Company.
(3) Mr. Franke has sole voting and investment power with respect to all
shares beneficially owned, other than 266,556 shares of Class A Common Stock
held in a charitable trust of which Mr. Franke is a trustee with shared voting
and investment power.
(4) Mr. Sveen has sole voting and investment power with respect to all
shares beneficially owned, other than 324,320 shares of Class A Common Stock
held in a charitable trust of which Mr. Sveen is a trustee with shared voting
and investment power.
(5) Excludes, for each of Mr. Dean and Mr. Schwertfeger, 44,000 shares of
restricted stock granted to each such person under the 1996 Equity Incentive
Award Plan, with respect to which shares each such person does not have voting
or investment power because the restrictions thereon have not yet lapsed and are
not scheduled to lapse within the next 60 days.
DIRECTORS AND EXECUTIVE OFFICERS
The following table sets forth the beneficial ownership, as of March 20,
1997, of the Company's Class A Common Stock by each of the directors and
nominees, each of the executive officers named in the Summary Compensation Table
on page 9, and all directors and executive officers as a group (12 persons). The
percentage of outstanding Class A Common Stock owned by each such person and
such group is based on the outstanding shares of Class A Common Stock as of
March 20, 1997, and the percentage of the outstanding total Common Stock owned
by each such person and such group is based on the outstanding shares of Class A
and Class B Common Stock as of such date, plus, in each case, shares subject to
stock options held by each such person and such group that are currently
exercisable or exercisable within 60 days after such date. No
3
<PAGE> 6
shares of Class B Common Stock or the Preferred Stock are owned by any director,
nominee for director or executive officer of the Company.
<TABLE>
<CAPTION>
NUMBER OF PERCENT OF PERCENT OF
SHARES CLASS A TOTAL COMMON
BENEFICIALLY COMMON STOCK STOCK
NAME OWNED OUTSTANDING(1) OUTSTANDING(1)
---- ------------ -------------- --------------
<S> <C> <C> <C>
Timothy R. Schwertfeger............................... 449,700(2) 6.0 1.4
Richard J. Franke (retired 6/30/96)................... 804,130(3) 10.7 2.4
Anthony T. Dean....................................... 430,600(2) 5.7 1.3
Donald E. Sveen (retired 6/30/96)..................... 801,894(4) 10.6 2.4
Duane R. Kullberg..................................... 1,000 * *
Willard L. Boyd....................................... 1,000 * *
Douglas W. Leatherdale................................ 1,000 * *
Patrick A. Thiele..................................... 500 * *
Paul J. Liska......................................... 0 * *
W. John Driscoll...................................... 1,000 * *
John P. Amboian....................................... 38,100(5) * *
Directors and executive officers as a group (12
persons(6))......................................... 2,529,024(7) 30.8 7.5
</TABLE>
- -------------------------
* Less than 1%.
(1) For the directors and executive officers of the Company, the percentage of
outstanding stock is determined by dividing the total number of shares
beneficially owned, which includes the shares that would be issued upon
exercise of their vested options, by the total number of outstanding shares
plus the additional number of shares that would be outstanding if the
options were exercised.
(2) See footnote (5) to the preceding table.
(3) See footnote (3) to the preceding table.
(4) See footnote (4) to the preceding table.
(5) Includes 2,800 shares with respect to which Mr. Amboian has the right to
acquire beneficial ownership within 60 days through the exercise of options
received under the Company's 1992 Special Incentive Plan. Does not include
14,300 shares of restricted stock granted to Mr. Amboian under the 1992
Incentive Plan and 18,000 shares of restricted stock granted to Mr. Amboian
under the 1996 Equity Incentive Award Plan, with respect to which shares
such person does not have voting or investment power because the
restrictions thereon have not lapsed and are not scheduled to lapse within
the next 60 days.
(6) Includes one person who joined the Company in January, 1997 and became an
executive officer in February, 1997.
(7) Includes 902,400 shares which may be acquired pursuant to options currently
exercisable or exercisable within 60 days received under the Company's 1992
Special Incentive Plan. Does not include 14,300 shares of restricted stock
granted under the 1992 Incentive Plan and 106,000 shares of restricted stock
granted under the 1996 Equity Incentive Award Plan, with respect to which
shares the executive officers do not have voting or investment power because
the restrictions thereon have not lapsed and are not scheduled to lapse
within 60 days.
4
<PAGE> 7
ELECTION OF DIRECTORS
Under the provisions of the Company's Certificate of Incorporation, (i) so
long as any shares of Class B Common Stock are outstanding, the number of
directors shall be ten or more and may not be changed without the unanimous
consent of either the Class B directors or the holders of the Class B Common
Stock, and (ii) so long as the holders of the Class B Common Stock hold at least
20% of all outstanding shares of Common Stock, as is currently the case, such
holders shall be entitled to nominate and elect four directors. In light of the
retirement of Messrs. Franke and Sveen during 1996, the Nominating Committee of
the Company's Board of Directors has nominated and the Board of Directors has
recommended to shareholders for election, a total of eight persons to the office
of director of the Company. This will leave two vacancies on the Board, which
may be filled by action of the Board of Directors prior to the next meeting of
shareholders or by action of shareholders at that time. Of these nominees, four
directors are to be elected by the holders of the Class A Common Stock and the
holders of the Class B Common Stock, voting together as a single class, and four
directors are to be elected by the holders of the Class B Common Stock, voting
as a separate class.
A holder of Class A Common Stock may, with respect to the election of the
four directors to be elected by the Common Stock, (i) vote for the election of
all of such nominees named herein, (ii) withhold authority to vote for all such
nominees, or (iii) vote for the election of all such nominees, other than any
nominee with respect to whom the shareholder withholds authority to vote, by so
indicating in the appropriate space on the enclosed proxy. No holder of Class A
Common Stock may vote for more than four directors. The election of such
directors requires the affirmative vote of a plurality of the shares of the
Common Stock present in person or by proxy at the meeting and entitled to vote
in such election. The election of the four Class B directors requires the
affirmative vote of a plurality of the shares of the Class B Common Stock
present in person or by proxy at the meeting and entitled to vote in such
election. Withholding authority to vote for a director nominee will not prevent
such director nominee from being elected.
The directors to be elected at the annual meeting will hold office until
the annual meeting in 1998 or until their successors are duly elected and
qualified. Unless otherwise instructed by the shareholders, it is the intention
of the persons named in the accompanying proxy to vote the proxies held by them
for the election of the nominees named in the "Nominees for Directors" table.
However, if any of the nominees shall not be a candidate for election at the
time of the meeting (a contingency which the Board of Directors does not expect
to happen), it is intended that such shares will be voted for such substitute
nominee as may be selected by the Board of Directors in the case of any of the
four directors to be elected by the Common Stock, and as may be selected by the
holder of Class B Common Stock in the case of a Class B director.
All of the nominees, except for Paul J. Liska, are currently directors of
the Company. Messrs. Dean, Schwertfeger, Leatherdale, Thiele, Boyd, Driscoll and
Kullberg were initially elected directors of the Company upon or promptly
following its organization. All nominees who are currently directors of the
Company have heretofore been elected directors of the Company by the
shareholders.
In the table below and throughout this Proxy Statement "Nuveen & Co."
refers to John Nuveen & Co. Incorporated, predecessor to the Company and now a
wholly-owned subsidiary. "Nuveen Funds" refers to the mutual funds and
exchange-traded funds sponsored by Nuveen & Co.
5
<PAGE> 8
NOMINEES FOR DIRECTORS
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATIONS
---- --- ---------------------
<S> <C> <C>
Timothy R. Schwertfeger........ 47 Chairman & Chief Executive Officer since 1996; prior
thereto, Executive Vice President of the Company since
inception; Chairman & Chief Executive Officer of Nuveen &
Co. since 1996; prior thereto, Executive Vice President and
Director of Nuveen & Co. since 1989; prior thereto, Vice
President of Nuveen & Co. since 1980; Chairman since 1996,
prior thereto, Executive Vice President since 1994, and
Director of Nuveen Advisory Corp. and Nuveen Institutional
Advisory Corp. since 1992; Chairman and Director of Nuveen
Asset Management Inc. since 1997; Chairman since 1996, and
prior thereto President and Director, of the Nuveen Funds
advised by Nuveen Advisory Corp. since 1994; President and
Director of the Nuveen Funds advised by Nuveen Institutional
Advisory Corp. since 1996; Director of Institutional Capital
Corporation since 1996.
Anthony T. Dean................ 51 President and Chief Operating Officer since 1996; prior
thereto Executive Vice President of the Company since
inception; President and Chief Operating Officer of Nuveen &
Co. since 1996; prior thereto Executive Vice President and
Director of Nuveen & Co. since 1989; prior thereto, Vice
President of Nuveen & Co. since 1980; President since 1996,
prior thereto, Executive Vice President since 1994, and
Director of Nuveen Advisory Corp. and Nuveen Institutional
Advisory Corp. since 1992; President and Director of Nuveen
Asset Management Inc. since 1997; Chairman since 1996, and
prior thereto Director and President, of the Nuveen Funds
advised by Nuveen Institutional Advisory Corp. since 1994,
President and Director of the Nuveen Funds advised by Nuveen
Advisory Corp. since 1996.
Willard L. Boyd................ 69 Professor of Law at the University of Iowa Law School since
1996; President Emeritus, Field Museum of Natural History
since 1996; prior thereto President, Field Museum of Natural
History from 1981 to 1996.
Duane R. Kullberg.............. 64 Retired since 1989; prior thereto, Managing Partner-Chief
Executive Officer of Andersen Worldwide since 1980. Director
of the Chicago Board Options Exchange, Inc. and Carlson
Companies, Inc.
NOMINEES FOR CLASS B DIRECTORS
Douglas W. Leatherdale......... 60 Chairman of the Board of Directors, President and Chief
Executive Officer of The St. Paul Companies, Inc. since
1990; prior thereto, President and Chief Operating Officer
from 1989 to 1990, and Executive Vice President from 1982 to
1989, of The St. Paul Companies, Inc. Director of Nuveen &
Co. from 1981 to 1992 and Nuveen Advisory Corp. from 1988 to
1989. Director of United HealthCare Corporation and Northern
States Power Company.
</TABLE>
6
<PAGE> 9
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATIONS
---- --- ---------------------
<S> <C> <C>
Patrick A. Thiele.............. 46 Chief Executive Officer and President Worldwide Insurance
Operations of the St. Paul Companies, Inc. since 1996; prior
thereto Executive Vice President since 1991, Chief Financial
Officer since 1989 and Director since 1993, of The St. Paul
Companies, Inc.; prior thereto, Senior Vice President from
1989 to 1991, and Vice President--Finance from 1988 to 1989,
of The St. Paul Companies, Inc. Director of Nuveen & Co.
from 1988 to 1992, and Nuveen Advisory Corp. from 1989 to
1992. Director of The Wenger Corporation.
W. John Driscoll............... 68 Retired since 1994; prior thereto Chairman from May 1993,
formerly President, of Rock Island Company, a private
investment company. Director of The St. Paul Companies,
Inc., Comshare Incorporated, Northern States Power Company,
Weyerhaeuser Company.
Paul J. Liska.................. 41 Executive Vice President and Chief Financial Officer of The
St. Paul Companies, Inc. since 1997; prior thereto President
and Chief Executive Officer of Specialty Foods Corporation
from 1996 to 1997, Chief Operating Officer from 1995 to 1996
and Chief Financial Officer from 1994 to 1995. From 1993 to
1994 Mr. Liska was Vice President -- Finance & Information
Systems of Kraft General Foods, and Vice President Finance,
Strategy & Information Services from 1991 to 1993 of Oscar
Mayer Food Corporation.
</TABLE>
COMMITTEES OF THE BOARD OF DIRECTORS
The Company has six board committees--the Executive Committee, the Audit
Committee, the Compensation Committee, the Nominating Committee, the Personnel
Committee and the Bonus Committee. Current members of the committees are named
below, with the chairman of each committee indicated with an asterisk.
<TABLE>
<S> <C>
EXECUTIVE COMMITTEE NOMINATING COMMITTEE
Anthony T. Dean Willard L. Boyd*
Timothy R. Schwertfeger* W. John Driscoll
Douglas W. Leatherdale Duane R. Kullberg
Timothy R. Schwertfeger
AUDIT COMMITTEE PERSONNEL COMMITTEE
Willard L. Boyd Willard L. Boyd
W. John Driscoll Anthony T. Dean
Duane R. Kullberg* W. John Driscoll*
Duane R. Kullberg
COMPENSATION COMMITTEE BONUS COMMITTEE
Willard L. Boyd Anthony T. Dean
W. John Driscoll* Timothy R. Schwertfeger*
Duane R. Kullberg
</TABLE>
7
<PAGE> 10
The EXECUTIVE COMMITTEE is charged with exercising the authority of the
Board of Directors in the management of the business of the Company in the
interval between meetings of the Board, except that it may not amend the
Certificate of Incorporation or By-laws of the Company, adopt an agreement of
merger, consolidation, or sale, lease or exchange of substantially all of the
Company's property and assets, or take action with respect to the dissolution of
the Company or the removal or indemnification of directors.
The AUDIT COMMITTEE is charged with exercising the power and authority of
the Board of Directors in the administration and review of the Company's
internal accounting policies and controls.
The COMPENSATION COMMITTEE is responsible for determining the compensation
of the Chairman of the Board and the other executive officers of the Company and
the determination of awards under the Executive Officer Performance Plan. The
Committee is also charged with the administration and interpretation of the
Company's 1992 Special Incentive Plan and of the 1996 Equity Incentive Award
Plan and any other plan designed to meet the requirements of Rule 16b-3 under
the Securities Exchange Act of 1934, including the selection of individuals for
participation in the plans, the determination, grant, disbursement and
settlement of awards thereunder, and the modification or acceleration of awards
thereunder.
The NOMINATING COMMITTEE is charged with exercising the power and authority
of the Board of Directors to consider and nominate candidates for director of
the Company, except Class B directors.
The PERSONNEL COMMITTEE is charged with making recommendations to the Board
of Directors with regard to the recruitment, management and compensation of the
Company's personnel, other than the executive officers of the Company, including
the establishment, administration and interpretation of the various compensation
and incentive programs and benefit, pension and profit-sharing plans of the
Company, and has the responsibility and authority to administer and interpret
such programs and plans, except for matters delegated by the Board of Directors
to the Bonus Committee, the Compensation Committee or expressly reserved to the
Board of Directors.
The BONUS COMMITTEE is charged with administering and interpreting the
Company's Annual Cash Bonus Plan and its successor, the Annual Incentive Award
Plan, including determination of the awards to be made under those Plans, except
as such matters have been delegated by the Board of Directors to the
Compensation Committee or expressly reserved to the Board of Directors.
During the last fiscal year, the Company's Board of Directors held six
meetings, the Compensation Committee held four meetings, the Audit Committee
held two meetings, and the Personnel and the Nominating Committees each held one
meeting. The Executive Committee and the Bonus Committee did not hold any formal
meetings during the last fiscal year.
COMPENSATION OF DIRECTORS
Except for directors employed either by the Company or The St. Paul
Companies, Inc., directors receive an annual fee of $20,000, a fee of $1,000 for
every board meeting attended in person, and a fee of $500 for each telephone
meeting of the Board. The chairmen of the Audit, Nominating and Personnel
Committees each receive an additional annual fee of $2,000.
8
<PAGE> 11
EXECUTIVE COMPENSATION
The following table shows information concerning the annual compensation
for services to the Company in all capacities of the chief executive officers
and the other executive officers of the Company during the last fiscal year.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
---------------------------
NAME AND ANNUAL COMPENSATION RESTRICTED OPTIONS
PRINCIPAL ------------------------------ STOCK (NUMBER OF ALL OTHER
POSITION YEAR SALARY BONUS AWARD(S)(1) SHARES) COMPENSATION(2)
--------- ---- ------ ----- ----------- ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Timothy R. Schwertfeger... 1996 $375,000 $1,911,000 $1,100,000 345,000 $ 17,513
Chief Executive Officer 1995 250,000 3,160,525 -- -- 21,053
and Chairman 1994 250,000 2,783,400 -- -- 14,340
Anthony T. Dean........... 1996 375,000 1,911,000 $1,100,000 345,000 17,513
President and Chief 1995 250,000 3,160,525 -- -- 21,053
Operating Officer 1994 250,000 2,783,400 -- -- 14,340
Richard J. Franke......... 1996 250,000 1,455,500 -- -- --
Retired; Chief Executive 1995 500,000 3,160,525 -- -- 21,053
Officer and Chairman 1994 500,000 2,783,400 -- -- 14,340
until June 30, 1996
Donald E. Sveen........... 1996 250,000 1,455,500 -- -- --
Retired; President and 1995 500,000 3,160,525 -- -- 21,053
Chief Operating Officer 1994 500,000 2,783,400 -- -- 14,340
until June 30, 1996
John P. Amboian........... 1996 250,000 1,000,000 $ 450,000 133,620 17,513
Executive Vice President 1995(3) 144,071 500,000 $ 720,000(4) 50,000 250,000
and Chief Financial
Officer
</TABLE>
(footnotes on following page)
- -------------------------
(1) Represents the value of 44,000 shares of restricted stock for each of
Messrs. Schwertfeger and Dean, and 18,000 shares of restricted stock for Mr.
Amboian, all awarded under the 1996 Equity Incentive Award Plan with a
market value of $25 per share on the Award Date. These shares will vest in
one installment on January 1, 1999. The participants will receive dividends
with respect to all restricted shares. In each case, as of December 31,
1996, all of the restricted shares remained unvested and had a market value
of $1,166,000 for each of Messrs. Schwertfeger and Dean, and $477,000 for
Mr. Amboian, based on the New York Stock Exchange -- Composite Transaction
closing price of $26.50.
(2) Represents contributions to the account of each executive officer, other
than Mr. Amboian in 1995; under the Company's tax-qualified Employees'
Profit Sharing Plan and reallocations of forfeitures under that Plan.
Additionally the amount shown in 1995 for Mr. Amboian, represents a
relocation allowance.
(3) Mr. Amboian commenced his employment with the Company on June 5, 1995.
9
<PAGE> 12
(4) Represents the value of 30,000 shares of restricted stock awarded under the
Company's 1992 Special Incentive Plan with a market value of $24.00 per
share on the Award Date of June 5, 1995. These shares vest as follows: (a)
20,000 shares vest in 18 quarterly installments commencing on July 1, 1995
and thereafter on the first day of each successive fiscal quarter, the first
installment equal to 1,300 shares, and each subsequent installment equal to
1,100 shares; and (b) 10,000 shares vest in two installments: 6,700 shares
on July 1, 1996 and 3,300 shares on July 1, 1997. The participant receives
dividends with respect to all restricted shares. As of December 31, 1996,
13,500 shares had vested; the remaining 16,500 shares of restricted stock
had a market value of $437,250 based on the New York Stock
Exchange--Composite Transaction closing of $26.50 on December 31, 1996.
The Company has entered into consulting and non-compete agreements with
Messrs. Franke and Sveen for a period of ten years following their retirements
on June 30, 1996. Under these contracts the Company is paying each of Messrs.
Franke and Sveen $25,000 per year, and Messrs. Franke and Sveen are providing
consulting services and have agreed not to engage in any business activity that
competes with the Company. The Company also provides Messrs. Franke and Sveen
off-site office space and administrative support.
OPTION GRANTS
The following table shows information with respect to grants of stock
options pursuant to the 1996 Equity Incentive Award Plan during the fiscal year
ended December 31, 1996 to the named individuals.
<TABLE>
<CAPTION>
% OF TOTAL
OPTIONS EXERCISE GRANT
OPTIONS GRANTED TO BASE PRICE DATE
(NUMBER EMPLOYEES IN PRICE EXPIRATION PRESENT
NAME OF SHARES) FISCAL YEAR ($/SH) DATE VALUE(1)
---- ---------- ------------ ---------- ---------- --------
<S> <C> <C> <C> <C> <C>
Timothy R. Schwertfeger..................... 125,000(2) 11.7% $30.00 01/01/06 $ 568,750
220,000(3) 20.6% $30.00 01/01/06 $1,001,000
Anthony T. Dean............................. 125,000(2) 11.7% $30.00 01/01/06 $ 568,750
220,000(3) 20.6% $30.00 01/01/06 $1,001,000
John P. Amboian............................. 65,000(2) 6.1% $30.00 01/01/06 $ 295,750
24,000(3) 2.2% $30.00 01/01/06 $ 109,200
44,620(4) 15.1% $25.00 01/01/06 $ 253,800
</TABLE>
- -------------------------
(1) Based on a variation of the Black-Scholes option pricing model modified
specifically for the valuation of long-term employee incentive stock awards. The
actual value, if any, an individual may realize will depend on the excess of the
market price of the stock on the date the option is exercised over the exercise
or base price. There is no assurance that the value realized by an executive
will be at or near the value estimated under the Black-Scholes model. The
estimated values under the model are based on subjective assumptions as to
interest rates, stock price volatility and future dividend yield.
(2) Special Options were granted under the 1996 Equity Incentive Award Plan
with an exercise price of $30, that was 20% out-of-the-money on the award date,
and will become exercisable in one single installment on January 1, 2000.
(3) In Lieu Options were granted under the 1996 Equity Incentive Award Plan
in exchange for reductions in the cash incentive awards that would otherwise
have been payable to the recipient for 1996 and
10
<PAGE> 13
1997, and were awarded with an exercise price of $30, that was 20%
out-of-the-money on the award date, and will become exercisable in one single
installment on January 1, 1999.
(4) In Lieu Options, were granted under the 1996 Equity Incentive Award
Plan in exchange for reductions in the cash incentive awards that would
otherwise have been payable to the recipient for 1996 and 1997, and were awarded
with an exercise price of $25, that was at-the-money on the award date, and will
become exercisable in one single installment on January 1, 1999.
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table shows information regarding the unexercised options to
purchase shares of the Company's Class A Common Stock granted under the 1992
Incentive Plan and the 1996 Equity Incentive Award Plan to the named
individuals, and held by them at December 31, 1996. None of the named
individuals exercised any stock options during fiscal 1996.
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS AT 12/31/96 IN-THE-MONEY OPTIONS
(NUMBER OF SHARES) AT 12/31/96(1)
--------------------- --------------------
NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C>
Timothy R. Schwertfeger....................... 220,000 345,000 $1,870,000 $ 0
Richard J. Franke (retired 6/30/96)........... 220,000 0 1,870,000 0
Anthony T. Dean............................... 220,000 345,000 1,870,000 0
Donald E. Sveen (retired 6/30/96)............. 220,000 0 1,870,000 0
John P. Amboian............................... 16,800 166,820 42,000 149,930
</TABLE>
- -------------------------
(1) Based on the New York Stock Exchange-Composite Transaction closing
price of $26 1/2 on December 31, 1996, the $18 exercise price for Messrs.
Schwertfeger, Franke, Dean and Sveen, and the $24 exercise price for 33,200
shares and $25 exercise price for 44,620 shares for Mr. Amboian.
11
<PAGE> 14
COMPENSATION COMMITTEE
REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors has furnished the
following report:
The Company has long had compensation and incentive programs that maintain
a direct relationship between employee compensation and Company results. These
programs are designed to provide incentives throughout the Company by sharing
profits with all employees. This longstanding philosophy continued into 1996,
and the alignment of employee interests, especially those of key executives,
with the interests of shareholders was strengthened with the introduction of the
Executive Officer Performance Plan and the 1996 Equity Incentive Award Plan
which was approved by shareholders at the 1996 annual meeting. These new Plans
are designed to capitalize on the demonstrated strengths of the Company's
incentive systems and also to provide for increasing employee ownership of
Company stock, reinforcing to an even greater extent the commonality of
interests between management and shareholders.
There are several key elements to the Company's longstanding compensation
philosophy:
- Base salaries are set at levels sufficient to attract new employees,
but the Company emphasizes profit-sharing cash awards under the Executive
Officer Performance Plan and the Annual Incentive Award Plan to provide
total compensation sufficient to retain talented and productive employees
and to reward employees at every level of the organization for their
contributions to the Company's operations.
- The total amount available for profit-sharing bonus awards is a
fixed percentage of the Company's pre-tax net operating income. This
provides a strong incentive for performance, growth, and control of costs
as the compensation of officers and employees is directly related to
Company earnings.
- Employee profit-sharing bonus awards are based on individual
performance. They recognize each employee's contribution to the Company's
success, both during the current year and during prior years; they also
take into account management's expectations for each professional
employee's future development. This process permits management to
compensate employees for their longer-term performance, to encourage and
reward employee growth and productivity, and to develop strong
relationships between the Company and its employees at all levels.
- Profit-sharing bonus awards for the Company's officer/directors and
other members of senior management are directly related to the Company's
performance. If the Company's operating earnings exceed a 12% threshold
annual return on beginning equity, each officer/director earns an award
equal to 2 1/2% of the amount by which the Company's operating earnings
have exceeded the threshold; the bonus awards to the other members of
senior management cannot exceed (but may be less than) this pre-determined
percentage. This direct linkage between profitability above a threshold
return and profit-sharing bonus awards reinforces the mutuality of
interests between these key executive officers and those of the Company's
shareholders. It also gives top management special incentive to focus the
Company's growth in those areas in which the longer-term rates of return
are the most attractive. Further, a policy of equal profit sharing bonus
awards for the officer/directors encourages teamwork and partnership among
these key executive officers. This structure has worked well for the
Company since its inception and was carried forward into the Executive
Officer Performance Plan adopted last year.
12
<PAGE> 15
- The program of equity-based incentive awards under the Equity
Incentive Award Plan will further advance the alignment of employee and
shareholder interests by progressing toward substantial and broad-based
employee ownership of Company stock.
This Committee believes that Nuveen's compensation programs, with their clear
and direct relationship between profit sharing bonus awards and Company
profitability, have served the Company well and that the revised programs will
do so into the future. The Committee is aware that the Omnibus Budget
Reconciliation Act of 1993 established a $1 million limit on the federal tax law
deductibility of the compensation paid to key executives, subject to certain
exceptions; these exceptions include an exception for compensation that is based
on attainment of objective performance standards. The Company's Executive
Officer Performance Plan is designed to permit the continued full deductibility
of compensation paid to executive officers. The Committee intends to continue to
pursue compensation strategies designed to permit the Company to retain maximum
federal tax advantage while providing strong performance incentives.
The executive officer 1996 salaries, profit sharing bonus awards and equity
awards reflected in the table on page 9 are the product of the Company's
longstanding incentive philosophy. The base salaries are approximately the
median salaries for executives of securities firms in comparable positions,
according to a yearly independent survey of executive compensation in the
industry.
We believe that the caliber and motivation of our employees and the quality
of their leadership are two of the most important factors affecting the
Company's long-term performance. We further believe that the direct relationship
between executive pay and Company performance served the Company well in 1996
and will continue to do so in the future under the incentive plans adopted last
year.
W. John Driscoll, Chairman
Willard L. Boyd
Duane R. Kullberg
13
<PAGE> 16
RETIREMENT PLANS
Each of the five named executive officers participates in the Company's
non-contributory Retirement Plan, in which all employees who have completed one
year of service and attained age 21 are eligible to participate. The table below
sets forth with respect to the Retirement Plan the estimated annual straight
life annuity benefits calculated upon retirement at normal retirement age for
employees with the remuneration and years of service indicated.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL BENEFITS
AVERAGE YEARS OF SERVICE
FINAL BASE -------------------------
SALARY 15 20 25 30 35
- ---------- -- -- -- -- --
<C> <C> <C> <C> <C> <C>
$125,000 $ 28,125 $ 37,500 $ 46,875 $ 56,250 $ 65,625
$150,000 $ 33,750 $ 45,000 $ 56,250 $ 67,500 $ 78,750
$175,000 $ 39,375 $ 52,500 $ 65,625 $ 78,750 $ 91,875
$200,000 $ 45,000 $ 60,000 $ 75,000 $ 90,000 $105,000
$300,000 $ 67,500 $ 90,000 $112,500 $135,000 $157,500
$400,000 $ 90,000 $120,000 $150,000 $180,000 $210,000
$500,000 $112,500 $150,000 $187,500 $225,000 $262,500
$600,000 $135,000 $180,000 $225,000 $270,000 $315,000
</TABLE>
Each participant's benefits are determined under a formula which takes into
account years of credited service and the participant's average monthly
compensation during the five consecutive calendar years of highest annual
compensation in the ten consecutive calendar years prior to retirement, less a
portion of primary Social Security benefits. The maximum annual benefit payable
under the plan is not to exceed the lesser of $120,000 (subject to future
adjustments for inflation) and 100% of a participant's average aggregate
compensation for the three consecutive years in which he received the highest
aggregate compensation from the Company or such lower limit as may be imposed by
the Internal Revenue Code. Participants vest after five years of service to the
Company and its subsidiaries. The plan generally provides for payments to or on
behalf of each vested employee upon such employee's retirement at the normal
retirement age provided under the plan or later, although provision is made for
payment of early retirement benefits on a graduated reduced basis according to
provisions of the plan. Normal retirement age under the plan is 65. An employee
whose age and years of service add up to 90 is entitled to an unreduced pension
despite not having attained normal retirement age.
The Company has adopted an Excess Benefit Retirement Plan, which provides
certain highly compensated employees who participate in the Retirement Plan,
including Messrs. Schwertfeger and Dean, with additional retirement income in an
amount equal to the difference between (i) the benefits any such employee would
have received under the Retirement Plan but for limitations imposed by the
Internal Revenue Code on the amount of annual benefits payable pursuant to a
tax-qualified retirement plan and (ii) the benefits actually payable to such
employee under the Retirement Plan.
The credited years of service under the Retirement Plan for Messrs.
Schwertfeger, Dean, Amboian, Franke and Sveen as of December 31, 1996 were
18 1/2, 19, 1/2, 35 1/2 and 35 1/2 respectively. Compensation on which plan
benefits are based includes only base salary and not bonuses, incentive
compensation, or profit-sharing plan contributions. Such compensation for these
five individuals therefore is currently $375,000, $375,000, $250,000, $250,000
and $250,000 respectively.
14
<PAGE> 17
EMPLOYMENT AGREEMENTS
At the time of the initial public offering of its Common Stock in 1992, the
Company entered into employment agreements with Messrs. Dean and Schwertfeger
and other key members of the Company's management. The agreements with Messrs.
Dean and Schwertfeger, provide for a five-year employment term, which commenced
on May 27, 1992 and will end on May 27, 1997. Additionally, on June 5, 1995, the
Company entered into an employment agreement with Mr. Amboian which provides for
an employment term which commenced on June 5, 1995 and will end on May 27, 1997.
The Company had not, prior to its initial public offering, entered into
employment agreements, and it does not currently expect to extend the present
contracts which expire in 1997 or enter into new ones with its management. The
current agreements provide for compensation for each executive in the form of
(i) an annual base salary (which may be increased, but not reduced, during the
employment period), (ii) the opportunity to earn an annual bonus award in
accordance with the terms and conditions of the Company's Executive Officer
Performance Plan, (iii) the right to participate in the Company's executive
compensation plans and programs, as such plans and programs may be in effect
from time to time, and (iv) such medical, dental and disability benefits,
accident and life insurance, and other employee benefits as are provided in
accordance with the Company's plans and programs for executives in effect from
time to time.
Under the terms of each employment agreement, the Company and the executive
have the right to terminate the executive's employment at any time, provided
that in the event that the executive's employment is terminated by the Company
without cause (as defined in each agreement) or by the executive on account of
constructive termination (as defined in each agreement), the Company will be
required to pay to the executive termination compensation, in addition to any
accrued and unpaid amounts, including pro-rated bonus, owed to the executive
under the agreement as of the date of termination, consisting of (i) one year's
base salary at the rate in effect on the date of termination, (ii) an amount
equal to the average of the annual bonuses paid to the executive in the last
three full fiscal years of the Company preceding the date of termination, (iii)
subject to the terms of certain benefit plans and programs, continuation of
medical and certain other employee benefits until the date on which the
employment term otherwise would have ended under the agreement, and (iv)
immediate vesting of all outstanding and previously unvested awards granted to
the executive under the 1992 Incentive Plan as of the date of termination. If
termination of employment were to take place within one year of the end of the
employment period, these payments would be reduced to an amount reflecting that
percentage of a year remaining in the employment period. In addition, the
Company will be obligated to pay the executive additional amounts to compensate
the executive for any excise taxes that may be imposed under federal or other
tax laws as a result of payments made to the executive, including an accelerated
vesting of awards under the 1992 Incentive Plan, in connection with a
termination of the executive's employment by the Company without cause or by the
executive for constructive termination, or on account of a change in control of
the Company (as defined in the 1992 Incentive Plan).
15
<PAGE> 18
STOCKHOLDER RETURN INFORMATION
Set forth below is a line graph comparing the yearly percentage change in
the cumulative total shareholder return on the Company's Class A Common Stock to
the cumulative total return of the S&P Composite-500 Stock Index and the S&P
Composite-Brokerage Firm Index for the period commencing May 31, 1992 and ending
December 31, 1996. In each case the graph assumes a $100 investment in the
Company's Class A Common Stock and each index on May 31, 1992 and that all
dividends were reinvested.
COMPARISON OF CUMULATIVE TOTAL RETURN
<TABLE>
<CAPTION>
MEASUREMENT PERIOD S&P BROKER-
(FISCAL YEAR COVERED) NUVEEN S&P 500 AGE
<S> <C> <C> <C>
MAY-92 100.00 100.00 100.00
DEC-92 149.00 107.00 116.00
DEC-93 146.00 118.00 156.00
DEC-94 137.00 119.00 131.00
DEC-95 153.00 164.00 186.00
</TABLE>
16
<PAGE> 19
SELECTION OF AUDITORS
The independent certified public accounting firm of KPMG Peat Marwick LLP,
a member of the international accounting firm Klynveld Peat Marwick Goerdeler,
has been selected by the Board of Directors upon recommendation of its Audit
Committee to act as the auditors for the Company and its subsidiaries for the
current fiscal year. At the annual meeting, the shareholders will be asked to
ratify the Board of Directors' selection. A holder of Class A Common Stock may,
with respect to the selection of independent auditors, (i) vote "FOR" such
selection, (ii) vote "AGAINST" such selection or (iii) "ABSTAIN" from voting on
the selection. A vote to abstain from voting on this matter will have the effect
of a vote against such selection.
KPMG Peat Marwick LLP, which has served as independent auditors of the
Company and its subsidiaries since the Company's inception in March 1992, is
expected to have a representative present at the annual meeting to respond to
appropriate questions of shareholders.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION
OF KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS FOR THE COMPANY. UNLESS
OTHERWISE INSTRUCTED, THE PROXY HOLDERS WILL VOTE THE PROXIES RECEIVED BY THEM
FOR SUCH RATIFICATION.
SHAREHOLDER PROPOSALS -- 1998 ANNUAL MEETING
Proposals of shareholders intended to be presented at the Company's 1998
annual meeting of shareholders must be received by the Company by November 24,
1997 in order to be considered for inclusion in the Company's 1998 Annual
Meeting Proxy Statement and form of proxy to be mailed in March 1998.
The Nominating Committee will consider persons recommended by shareholders
as candidates for election to the Board of Directors at the annual meeting of
shareholders. The By-laws of the Company provide that a shareholder wishing to
nominate a candidate for election to the Board is required to give notice to the
Secretary of the Company of such nomination. The notice of nomination must be
received by the Company not less than 60 days nor more than 90 days prior to the
shareholders' meeting, or if less than 70 days' notice or prior disclosure of
the meeting date is given or made, the notice of nomination must be received
within ten days after the meeting date is announced. The notice of nomination is
required to contain certain information as set forth in the By-laws about both
the nominee and the shareholder making the nomination. The Company may require
that the proposed nominee furnish other information to determine that person's
eligibility to serve as director. A nomination which does not comply with the
above requirements will not be considered.
Such proposals or nominations should be addressed to the Corporate
Secretary, The John Nuveen Company, 333 West Wacker Drive, Chicago, Illinois
60606.
GENERAL
Management does not intend to present and does not have reason to believe
that others will present any other items of business at the meeting. However, if
other matters are properly presented at the meeting for a vote, the proxies will
be voted upon such matters in accordance with the judgment of the persons acting
under the proxies.
17
<PAGE> 20
A list of shareholders entitled to be present and to vote at the meeting
will be available at the offices of the Company, 333 West Wacker Drive, Chicago,
Illinois, for inspection by any shareholder during regular business hours for
ten days prior to the date of the meeting.
Failure of a quorum to be present at the meeting will necessitate
adjournment. The persons named in the enclosed proxy may also move for an
adjournment of the meeting to permit further solicitation of proxies with
respect to any of the proposals if they determine that adjournment and further
solicitation is reasonable and in the best interests of the shareholders. Under
the Company's By-laws, an adjournment of a meeting requires the affirmative vote
of a majority of the shares present in person or represented by proxy at the
meeting.
IF YOU CANNOT BE PRESENT IN PERSON, YOU ARE REQUESTED TO FILL IN, SIGN AND
RETURN THE ENCLOSED PROXY PROMPTLY. NO POSTAGE IS REQUIRED IF MAILED IN THE
UNITED STATES.
JOHN P. AMBOIAN
Secretary
18
<PAGE> 21
- --------------------------------------------------------------------------------
1. Election of four directors - to be elected for a one-year term:
FOR all nominees listed below /x/
WITHHOLD AUTHORITY to vote
for all nominees listed below /x/
*EXCEPTIONS /x/
Nominees: Anthony T. Dean, Timothy R. Schwertfeger, Duane R.Kullberg and
Willard L. Boyd.
(INSTRUCTIONS: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, MARK
THE "EXCEPTIONS" BOX AND WRITE THAT NOMINEES NAME IN THE SPACE PROVIDED BELOW.)
*Exceptions ____________________________________________________________________
2. Ratification of the selection of KPMG Peat Marwick as independent auditors
for 1996.
FOR /x/ AGAINST /x/ ABSTAIN /x/
3. In their discretion, the proxies are authorized to vote upon such other
business as may properly come before the meeting.
THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF NOTICE OF ANNUAL MEETING AND PROXY
STATEMENT.
Change of Address and
or Comments Mark Here /x/
Note: Please sign exactly as your
name appears on this proxy. If
signing for estates, trusts or
corporations, title or capacity
should be stated. If shares are
held jointly, each holder should
sign.
Dated:__________________ , 1997
________________________________
Signature
________________________________
Signature
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
PLEASE INDICATE YOUR CHOICE BY MARKING
AN "X" IN EITHER BLACK OR BLUE INK. / /
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
THE JOHN NUVEEN COMPANY
PROXY
PROXY FOR ANNUAL MEETING OF SHAREHOLDERS, MAY 9, 1997
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Timothy R. Schwertfeger, Anthony T. Dean
and John P. Amboian, and any of them, with full power of substitution,
proxies for the undersigned to represent and vote as specified in this Proxy
all shares of Class A Common Stock which the undersigned is entitled to vote
at the Annual Meeting of Shareholders of The John Nuveen Company to be held on
May 9, 1997, and at any adjournment or adjournments thereof, including
authority to vote on (1) the election of directors; and (2) for the selection
of independent auditors in the manner specified on the reverse side.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR ALL PROPOSALS. UNLESS
OTHERWISE INSTRUCTED ON THE REVERSE SIDE, ALL SHARES WILL BE VOTED (1) FOR THE
ELECTION OF DIRECTORS; AND (2) FOR THE SELECTION OF KPMG PEAT MARWICK AS
INDEPENDENT AUDITORS.
(THIS PROXY CONTINUES AND MUST BE VOTED AND SIGNED ON THE REVERSE SIDE)
THE JOHN NUVEEN COMPANY
P.O. BOX 11116
NEW YORK, N.Y. 10203-0116
- --------------------------------------------------------------------------------
