-----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, POuJYsnSz3RMQEEJp10LBF4V3AFBTMhChlIa+z/Ie3YaTgpZJ62hWOkea4g85uAC cx9ISyDRfpyPDw+OMqaGFA== 0000950137-06-000261.txt : 20060110 0000950137-06-000261.hdr.sgml : 20060110 20060110161753 ACCESSION NUMBER: 0000950137-06-000261 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051230 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060110 DATE AS OF CHANGE: 20060110 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11123 FILM NUMBER: 06522554 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 8-K 1 c01478e8vk.txt CURRENT REPORT 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) DECEMBER 30, 2005 NUVEEN INVESTMENTS, INC. (Exact name of Registrant as specified in its charter) DELAWARE 1-11123 36-3817266 (State or other (Commission File Number) (IRS Employer jurisdiction of Identification incorporation) Number) 333 WEST WACKER DRIVE, CHICAGO, ILLINOIS 60606 (Address of principal executive offices) (Zip Code) (312) 917-7700 (Registrant's telephone number, including area code) N/A (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: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. On December 30, 2005, Nuveen Investments, Inc. ("Nuveen") entered into an Amendment to Award Agreements (the "Amendment") with Timothy R. Schwertfeger. The Amendment amends the definition of "Retirement" contained in all option award agreements and restricted stock award agreements between Nuveen and Mr. Schwertfeger under (i) Nuveen's Second Amendment and Restatement of The John Nuveen Company Equity Incentive Award Plan and (ii) the Nuveen Investments Inc. 2005 Equity Incentive Plan (together, the "Plans"). Retirement now means, with respect to the affected award agreements, Mr. Schwertfeger's normal retirement at 65 or his early retirement upon approval of the appropriate board committee. The revised definition of "Retirement" removes the concept of early retirement upon having reached that age, which, when added to the participant's years of service with Nuveen, is equal to or greater than 90. The foregoing summary of the Amendment is qualified in its entirety to the terms of the Amendment, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference. SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. (c) Exhibits Exhibit 10.1 Amendment and Award Agreement effective as of December 30, 2005 between Nuveen Investments, Inc. and Timothy R. Schwertfeger. 2 SIGNATURES 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 thereunto duly authorized. NUVEEN INVESTMENTS, INC. Date: January 9, 2006 By: /s/ Alan G. Berkshire ----------------------------------- Name: Alan G. Berkshire Title: Senior Vice President and General Counsel 3 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION Exhibit 10.1 Amendment and Award Agreement effective as of December 30, 2005 between Nuveen Investments, Inc. and Timothy R. Schwertfeger. 4 EX-10.1 2 c01478exv10w1.txt AMENDMENT AND AWARD AGREEMENT Amendment to Award Agreements This agreement (the "Agreement") is entered into as of December 30, 2005 by Nuveen Investments, Inc. ("Nuveen") and Timothy R. Schwertfeger (the "Executive"). WHEREAS, Nuveen and the Executive are parties to various award agreements identified hereafter (collectively, the "Award Agreements") which among other provisions grant Executive (1) the right and option to purchase shares of Nuveen's Class A Common Stock (hereinafter, the "Stock") at specified prices, and (2) the right to receive restricted Stock. The Award Agreements are as follows: Restricted Stock Award and Agreement dated June 13, 2002, made effective June 10, 2002; Restricted Stock Award and Agreement dated January 25, 2005, made effective January 14, 2005; Non-Qualified Stock Option Agreement dated January 24, 2005, made effective January 14, 2005; Long Term Equity Performance Award Agreement - Stock Options dated January 31, 2005, made effective January 14, 2005; and Long Term Equity Performance Award Agreement - Restricted Stock dated January 31, 2005, made effective January 14, 2005; and WHEREAS, the Award Agreements identified above were made in respect where applicable of the following equity incentive plans: the Second Amendment and Restatement of The John Nuveen Company Equity Incentive Award Plan, and the Nuveen Investments, Inc. 2005 Equity Incentive Plan (collectively, the "Plans"); and WHEREAS, the parties desire to amend each of the Award Agreements to provide that the term "Retirement" as used in each the Award Agreements shall be defined as follows: "Retirement means the retirement of a Participant from the employment of Nuveen or a Nuveen subsidiary at (i) such Participant's normal retirement upon reaching age 65, or (ii) such Participant's early retirement with the approval of the Committee;" NOW THEREFORE, in consideration in part of the other compensation granted to the Executive, Nuveen and the Executive have agreed as follows, 1. Amendment of Award Agreements. Notwithstanding any other definition of the term "Retirement" in any of the above-noted Plans or Award Agreements, each of the Award Agreements is amended to provide as follows: "Retirement means the retirement of a Participant from the employment of Nuveen or a Nuveen subsidiary at (i) such Participant's normal retirement upon reaching age 65, or (ii) such Participant's early retirement with the approval of the Committee." 2. Waiver. Executive irrevocably waives any and all rights which he would otherwise have under the Plans and the Award Agreements in the absence of the amendment of the definition of "Retirement" in the Award Agreements contained in the Agreement. IN WITNESS WHEREOF, the parties have entered into this Agreement as of December 30, 2005. EXECUTIVE: /s/ Timothy R. Schwertfeger ---------------------------- Name: Timothy R. Schwertfeger NUVEEN INVESTMENTS, INC. By: /s/ Alan G. Berkshire ----------------------- Its: Senior Vice President 2 -----END PRIVACY-ENHANCED MESSAGE-----