SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
JANUARY 2, 1997
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
THE JOHN NUVEEN COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 1-11123 36-3817266
(STATE OR OTHER (COMMISSION (IRS EMPLOYER
JURISDICTION OF FILE NUMBER) IDENTIFICATION NO.)
INCORPORATION)
333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(312) 917-7700
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)<PAGE>
ITEM 2. OTHER EVENTS
The information set forth under Item 5, below, is
incorporated by reference herein in its entirety.
ITEM 5. OTHER EVENTS
On January 2, 1997, The John Nuveen Company, a
Delaware corporation ("John Nuveen"), announced that it had
completed its acquisition of Flagship Resources Inc., a
Delaware corporation ("Flagship").
On January 2, 1997, the merger of Flagship with and
into Nuveen/Flagship Acquisition Corporation, a Delaware
corporation and a wholly owned subsidiary of John Nuveen (the
"Merger") became effective, pursuant to the terms of the
Agreement and Plan of Merger, dated as of July 16, 1996, as
amended, by and among John Nuveen, Flagship, and the
shareholder's of Flagship.
A copy of John Nuveen's press release dated January
2, 1997 announcing the execution of the Merger Agreement is
filed as Exhibit 99.1 hereto and is incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS
(c) Exhibits.
The following exhibits are filed with this report:
Exhibit No. Description
99.1 Press Release dated January 2, 1997.<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned hereto
duly authorized.
THE JOHN NUVEEN COMPANY
Dated: January 2, 1997
By /s/ James J. Wesolowski
James J. Wesolowski
Vice President, General
Counsel and Secretary<PAGE>
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated January 2, 1997.
EXHIBIT 99.1
NUVEEN NEWS
FOR IMMEDIATE RELEASE CONTACT: Ed Dunn
(312) 917-7763
NUVEEN COMPLETES ACQUISITION OF FLAGSHIP RESOURCES, INC.
CHICAGO, January 2, 1997 -- The John Nuveen Company
announced today that it has completed the acquisition of the
Dayton, Ohio-based mutual fund firm Flagship Resources Inc.
According to Nuveen, all of the stock of Flagship was exchanged
for cash and preferred stock convertible into approximately
1.65 million shares of Nuveen common stock. The total price of
the transaction was approximately $63 million. In addition,
contingent payments that are dependent on significant growth in
the firm's newly combined tax-free mutual funds could amount to
approximately $20 million over the next four years.
As part of the agreement, former Flagship Chairman
Bruce Bedford assumes overall responsibility for growing the
firm's combined mutual fund business while former Flagship
President Richard Davis assumes management of Nuveen's broker-
dealer channel efforts.
"We've not only acquired an outstanding family of
tax-exempt funds," said Nuveen Chairman Timothy Schwertfeger,
"we've also joined forces with seasoned professionals like
Bruce Bedford, Dick Davis and the other members of the Flagship
team. Their level of expertise greatly enhances Nuveen's
ability to provide a broader array of products and services to
financial advisers and their clients." Schwertfeger
-more-
John Nuveen & Co. Chicago: New York:
Incorporated 333 West Wacker Drive 140 Broadway
Investment Bankers Chicago, Illinois New York, New York
60606-1286 10005-1190
Telephone 312.917.7700 Telephone 212.208.2300<PAGE>
PAGE TWO -- NUVEEN COMPLETES ACQUISITION OF FLAGSHIP
went on to note that as a result of the acquisition Nuveen now
offers open-end and exchange-traded mutual funds, and unit
trusts, in 28 states, in addition to national funds and trusts.
Nuveen currently manages more than $51 billion in
assets, including $35 billion in funds and $16 billion in unit
trusts. As part of the acquisition, Nuveen and Flagship are
proposing to merge their funds in the eight states where both
firms offer tax-exempt mutual funds.
Nuveen, founded in 1898, is headquartered in Chicago
with offices in several other locations. Nuveen specializes in
conservative investment products and services for financial
advisers and their clients, as well as providing municipal and
corporate investment banking services. Since 1961, Nuveen has
sponsored more than $65 billion in funds and trusts for more
than 1.3 million investors. The John Nuveen Company is listed
on The New York Stock Exchange and trades under the symbol
"JNC."
# # # #
