-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, P1MDeGIIHKCUnXkosejEMizrxsx6mfCin30wkRQQIehpsld7Br4Cjd2d35yZduSG y45XF82pY/iWVjN+IuJneg== 0000950134-07-017614.txt : 20070810 0000950134-07-017614.hdr.sgml : 20070810 20070809205927 ACCESSION NUMBER: 0000950134-07-017614 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20070810 DATE AS OF CHANGE: 20070809 EFFECTIVENESS DATE: 20070810 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NUVEEN INVESTMENTS INC CENTRAL INDEX KEY: 0000885708 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] IRS NUMBER: 363817266 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-11123 FILM NUMBER: 071042497 BUSINESS ADDRESS: STREET 1: 333 W WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3129177700 MAIL ADDRESS: STREET 1: 333 WEST WACKER DR CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: NUVEEN JOHN COMPANY DATE OF NAME CHANGE: 19930328 DEFA14A 1 c17710e8vk.htm CURRENT REPORT e8vk
 

 
 
UNITED STATES
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
Date of Report (Date of earliest event reported): August 9, 2007
NUVEEN INVESTMENTS, INC.
(Exact Name of Registrant as Specified in Charter)
         
Delaware
(State or Other
Jurisdiction of Incorporation)
  1-11123
(Commission File Number)
  36-3817266
(I.R.S. Employer Identification No.)
     
333 West Wacker Drive, Chicago, Illinois
(Address of Principal Executive Offices)
  60606
(Zip Code)
Registrant’s telephone number, including area code: (312) 917-7700
Not Applicable
 
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
ý Soliciting material pursuant to Rule l4a-12 under the Exchange Act (17 CFR 240.l4a-12)
o Pre-commencement communications pursuant to Rule l4d- 2(b) under the Exchange Act (17 CFR 240.14d- 2(b))
o Pre-commencement communications pursuant to Rule l3e-4(c) under the Exchange Act (17 CFR 240.l3e-4(c))
 
 

 


 

Item 8.01 Other Events.
On August 9, 2007, Nuveen Investments, Inc. issued the press release attached hereto as Exhibit 99.1, which is incorporated into this Item 8.01 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
99.1      Press release of Nuveen Investments, Inc. issued August 9, 2007

 


 

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 hereunto duly authorized.
         
  NUVEEN INVESTMENTS, INC.
 
 
  By:   /s/ Larry W. Martin    
    Larry W. Martin   
    Vice President   
 
Dated: August 9, 2007

 


 

Exhibit Index
     
Exhibit No.   Description
 
99.1
  Press release of Nuveen Investments, Inc. issued August 9, 2007

 

EX-99.1 2 c17710exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
(Nuveen Logo)
     
FOR IMMEDIATE RELEASE
  Media Contact:
 
  Chris Allen
312-917-8331
christopher.allen@nuveen.com
 
       
 
  IR Contact:
 
  Natalie Brown
312-917-8077
natalie.brown@nuveen.com
Nuveen Investments Announces Special Stockholder Meeting
To Be Held On September 18, 2007
CHICAGO, August 9, 2007 — Nuveen Investments, Inc. (NYSE: JNC), a leading provider of diversified investment services to institutional and high net worth investors, today announced a special meeting of stockholders on Tuesday, September 18, 2007, to vote upon the proposed acquisition of Nuveen Investments by private equity investors led by Madison Dearborn Partners, LLC. As previously announced, Nuveen Investments entered into a merger agreement on June 19, 2007, providing for the acquisition of Nuveen Investments by Windy City Investments, Inc. At the special meeting, stockholders will be asked to consider and vote upon (1) a proposal to adopt the merger agreement by and between Nuveen Investments, Windy City Investments, Inc. and a wholly owned subsidiary of Windy City Investments, thereby approving the merger of this subsidiary with and into Nuveen Investments, and (2) a proposal to approve the adjournment of the special meeting, if necessary to permit further solicitation of proxies if there are not sufficient votes at the time of the special meeting to adopt the merger agreement. If the merger agreement is adopted and other conditions to the closing of the transaction are satisfied, Nuveen Investments will become a wholly owned subsidiary of Windy City Investments and stockholders will be entitled to receive $65.00 in cash, without interest, for each share of Nuveen Investments common stock they own.
Nuveen Investments stockholders of record at the close of business on August 13, 2007, will be entitled to notice of the special meeting and to vote on the proposals. The special meeting will be held at 2:00 p.m., Central Time, in the Indiana Room, at the AON Center, 200 E. Randolph St., Chicago, Illinois. Nuveen Investments will mail its definitive proxy statement to its stockholders of record on or about August 15, 2007.
Nuveen Investments expects that the transaction will close in the fourth quarter of 2007, subject to the satisfaction of the conditions set forth in the merger agreement.
Nuveen Investments provides high-quality investment services designed to help secure the long-term goals of institutions and high-net-worth investors as well as the consultants and financial advisors who serve

                     
NWQ
  NUVEEN   Rittenhouse   Santa Barbara   S Y M P H O N Y   Tradewinds

 


 

(Nuveen Logo)
them. Nuveen Investments markets its growing range of specialized investment solutions under the high-quality brands of NWQ, Nuveen, Santa Barbara, Tradewinds, Rittenhouse and Symphony. Nuveen Investments also recently acquired Hyde Park Investment Strategies. In total, the Company manages $172 billion in assets as of June 30, 2007. Nuveen Investments is listed on the New York Stock Exchange and trades under the symbol “JNC.”
FORWARD-LOOKING STATEMENTS
Certain statements made by Nuveen Investments in this release are forward-looking statements. Nuveen Investments’ actual future results may differ significantly from those anticipated in any forward-looking statements due to numerous factors. These include, but are not limited to, the effects of the substantial competition in the investment management business, including competition for access to brokerage firms’ retail distribution systems, Nuveen Investments’ reliance on revenues from investment management contracts which renew annually, regulatory developments, accounting pronouncements, and other additional risks and uncertainties as set forth in Nuveen Investments’ filings with the SEC. Nuveen Investments undertakes no responsibility to update publicly or revise any forward-looking statements.
IMPORTANT LEGAL INFORMATION
Nuveen Investments has filed with the SEC a preliminary proxy statement and other related documents regarding the proposed transaction described in this communication, and a definitive proxy statement will be filed as soon as reasonably practicable. WE URGE INVESTORS TO READ THE PROXY STATEMENT AND THE OTHER RELATED DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT NUVEEN INVESTMENTS, THE PROPOSED TRANSACTION AND RELATED MATTERS. A definitive proxy statement will be sent to holders of Nuveen Investments’ common stock seeking their approval of the proposed transaction. This communication is not a solicitation of a proxy from any security holder of Nuveen Investments.
Investors will be able to obtain the proxy statement and the other related documents (when they become available) and other documents filed with the SEC free of charge at the SEC’s website at www.sec.gov. In addition, a copy of the documents filed by Nuveen Investments with the SEC may be obtained free of charge by directing a request to Nuveen Investments, Inc., 333 West Wacker Drive, Chicago, Illinois 60606, Attention of the General Counsel.
Nuveen Investments, its directors and executive officers and certain other persons may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. Such persons may have interests in the proposed transaction, including as a result of holding options or shares of Nuveen Investments’ common stock. Information regarding Nuveen Investments’ directors and executive officers is available in the proxy statement filed with the SEC by Nuveen Investments on April 6, 2007. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement and other relevant materials filed or to be filed with the SEC.
###

                     
NWQ
  NUVEEN   Rittenhouse   Santa Barbara   S Y M P H O N Y   Tradewinds

 

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