<PAGE>
REGISTRATION NO. 33-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNITED ASSET MANAGEMENT CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation or organization)
04-2714625
(I.R.S. Employer Identification No.)
One International Place
Boston, Massachusetts 02110
(617) 330-8900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
William H. Park, Executive Vice President
United Asset Management Corporation
One International Place
Boston, Massachusetts 02110
(617) 330-8900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Joseph R. Ramrath, Esq.
Hill & Barlow, a Professional Corporation
One International Place
Boston, Massachusetts 02110
(617) 439-3555
Approximate date of commencement of proposed sale to the public:
January 27, 1995.
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If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
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<CAPTION>
CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C>
Title of Proposed Proposed
class of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered unit * price * fee
Common Stock 1,904,454 $35.44 $67,493,849.76 $23,273.74
($.01 par
value)
- ----------------------------------------------------------------------------------------------
<FN>
* Estimated solely for the purpose of computing the registration fee. This
amount was calculated pursuant to Rule 457 upon the basis of the average of the
high and low prices of the registrant's Common Stock as reported in the
consolidated reporting system of the New York Stock Exchange on
December 19, 1994.
</TABLE>
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.
<PAGE>
PROSPECTUS
UNITED ASSET MANAGEMENT CORPORATION
1,904,454 Shares
of
Common Stock
(Par Value $.01 Per Share)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
The shares of Common Stock being offered hereby (the "Shares") are being
sold for the accounts of certain stockholders (the "Selling Stockholders") of
United Asset Management Corporation (the "Company"). The Company will not
receive any of the proceeds from the sale of the Shares. The last price of the
Company's Common Stock as reported by the New York Stock Exchange on December
19, 1994 was $35.375 per share.
The Selling Stockholders have advised the Company (1) that they propose
that the Shares to be offered hereby be offered for sale and sold or
distributed, from time to time, by the Selling Stockholders, or by pledgees,
donees, transferees or other successors in interest, on one or more exchanges or
in the over-the-counter market, or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions; (2) that such sales or distributions may be made by one
or more of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
own account pursuant to this Prospectus; (c) an exchange distribution in
accordance with the rules of such exchange; (d) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; (e) in negotiated
transactions; or (f) through other means; and (3) that no sales or distributions
other than as described in (2)(a) through (2)(e) above will be effected until
after this Prospectus shall have been appropriately amended or supplemented, if
required, to set forth the terms thereof. In effecting sales, brokers or
dealers engaged by the Selling Shareholders may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or
discounts from Selling Shareholders in amounts to be negotiated immediately
prior to the sale. In certain cases, such brokers or dealers, any other
participating brokers and dealers, and the Selling Stockholders may be deemed to
be "underwriters" as that term is defined in Section 2(11) of the Securities Act
of 1933, as amended, in connection with such sales. In addition, any securities
covered by this Prospectus which qualify for sale pursuant to Rule 144 may be
sold under Rule 144
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rather than pursuant to this Prospectus. The Company has entered into an
indemnification agreement with the Selling Stockholders. See section entitled
"The Selling Stockholders".
Normal commission expenses and brokerage fees are payable by the Selling
Stockholders. Expenses of issuance and distribution, other than commissions,
estimated at $35,000.00 will be borne by the Company.
The date of this Prospectus is December __, 1994
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, as well as proxy and information
statements, and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission in Washington, D.C., at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at certain of its Regional Offices, as follows:
New York Regional Office Chicago Regional Office
75 Park Place 500 West Madison Street,
14th Floor Suite 1400
New York, New York 10007 Chicago, Illinois 60604
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission, Washington, D.C. 20549.
The Common Stock of the Company is listed on the New York Stock Exchange.
Reports, proxy and information statements, and other information concerning the
Company can be inspected at such exchange.
-------------------------------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
(File No. 1-9215) and are incorporated herein by reference: (i) the Company's
Annual Report on Form 10-K for the year ended December 31, 1993; (ii) the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1994,
June 30, 1994 and September 30, 1994; (iii) the Company's Current Reports on
Form 8-K, dated August 29, 1994 and December 1, 1994; and (iv) the description
of the Company's capital stock contained in the Company's Registration Statement
under Section 12(b) of the Exchange Act on Form 8-A, filed on July 22, 1986,
including any amendment or reports filed for the purpose of updating such
description.
All documents filed by the Company subsequent to the filing of the
Registration Statement of which this Prospectus is a part, pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the termination of this
offering , shall be deemed to be incorporated by reference in this Prospectus.
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<PAGE>
The Company shall, upon written or oral request by a person, including any
beneficial owner, to whom this Prospectus is delivered, provide without charge
to such person a copy of any and all of the information that has been
incorporated by reference in this Prospectus (not including exhibits to the
information that is incorporated by reference unless such exhibits are
specifically incorporated by reference into the information that this Prospectus
incorporates). Such requests should be directed to United Asset Management
Corporation, One International Place, Boston, Massachusetts 02110, Attn:
Executive Vice President and Chief Financial Officer (telephone (617) 330-8900).
THE COMPANY
The Company is a holding company organized in December, 1980 to acquire and
to own firms engaged primarily in institutional investment management. The
Company's principal executive offices are located at One International Place,
Boston, Massachusetts 02110, and its telephone number is (617) 330-8900. As of
the date of this Prospectus, the Company has 41 subsidiaries, which serve as
managers of investment portfolios for corporate, public and union pension funds
and profit sharing plans, endowments, foundations and, to a lesser extent,
individuals and other investors, including several investment companies.
THE SELLING STOCKHOLDERS
Pursuant to an agreement dated as of November 10, 1994 (the "Acquisition
Agreement"), the Company has acquired, effective January 27, 1995, certain
assets and business of Provident Investment Counsel ("PIC"), a California
corporation having its principal place of business at Corporate Center, 300
North Lake Avenue, Pasadena, California 91101 (the "Acquisition"). Upon
consummation of the Acquisition, the Company contributed the assets and business
acquired by the Company in the Acquisition to PIC Newco, Inc. ("Newco"), an
indirect wholly-owned subsidiary of the Company; PIC changed its name to PIC
Oldco, Inc. ("Oldco"); and Newco changed its name to Provident Investment
Counsel, Inc. ("PIC/UAM").
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<PAGE>
The shares being offered hereby were acquired by the Selling Stockholder
(Oldco) pursuant to the Acquisition Agreement. As of the date hereof, the
Selling Stockholder (Oldco) is the beneficial owner of 1,904,454 shares of the
Company's Common Stock, par value $.01, all of which are being offered hereby.
From time to time, Oldco may elect to distribute the Shares to its stockholders.
Prior to and at the time of the Acquisition, the individuals listed below were
the only stockholders of Oldco. If Oldco elects to distribute the Shares to its
stockholders, the individuals listed below will be Selling Stockholders and, as
of the date of such distribution, will be the beneficial owners of up to the
numbers of shares of UAM Common Stock, par value $.01, listed below, all of
which are being offered hereby. For at least three years prior to the
Acquisition, the individuals listed below held the positions listed below with
Oldco and, since the Acquisition, have held substantially similar positions with
PIC/UAM.
Maximum Number of
Shares Beneficially Owned
Selling Stockholder Position with Oldco as of the Date Hereof
Robert M. Kommerstad President 444,882
George E. Handtmann, III Managing Director 350,610
Jeffrey J. Miller Managing Director 350,610
Larry J. Tashjian Managing Director 350,610
Thomas J. Condon Managing Director 350,610
Lauro F. Guerra Executive Vice President, 19,044
Research
Thomas M. Mitchell Executive Vice President, 19,044
Portfolio Management
F. Brown Windle Executive Vice President, 19,044
Marketing
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<PAGE>
The Company has entered into an agreement with the Selling Stockholders
providing for indemnification of such Selling Stockholders by the Company under
certain circumstances.
LEGAL MATTERS
The legality of the Shares offered by this Prospectus has been passed upon
by Hill & Barlow, a Professional Corporation, One International Place, Boston,
Massachusetts 02110. John C. Vincent, Jr., a member of that firm, is the
Secretary of the Company.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of the Company for the year ended December 31,
1993, have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts
in auditing and accounting.
The financial statements incorporated in this Prospectus by reference to
the Company's Current Report on Form 8-K dated December 1, 1994, have been so
incorporated in reliance on the reports of Altschuler, Melvoin & Glasser LLP,
Maginnis, Knechtel & McIntyre and Horsfall Murphy & Pindroh, independent
accountants, given on the authority of said firms as experts in auditing and
accounting.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a reasonably itemized statement of all expenses, other than
commissions, in connection with the issuance and distribution of the Shares:
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<CAPTION>
<S> <C>
SEC Registration
Fee $23,273.74
Legal Fees and
Expenses $ 4,000.00*
Accounting Fees
and Expenses $ 6,000.00*
Miscellaneous $ 1,726.26*
Total $35,000.00*
----------
----------
<FN>
All of these expenses will be borne by the Company.
* Estimated
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware provides
for indemnification of officers and directors subject to certain limitations.
The general effect of such law is to empower a corporation to indemnify any of
its officers and directors against certain expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person to be indemnified in connection with certain actions, suits or
proceedings (threatened, pending or completed) if the person to be indemnified
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 proceedings, if he had no reasonable cause to believe his
conduct was unlawful. The Company's by-laws provide that it shall indemnify its
officers, directors, employees and agents to the extent permitted by law.
<PAGE>
The Company maintains insurance under which the insurers will reimburse the
Company for amounts which it has paid to its directors, officers and certain
other employees by way of indemnification for claims against such persons in
their official capacities. The insurance also covers such persons as to amounts
paid by them as a result of claims against them in their official capacities
which are not reimbursed by the Company. The insurance is subject to certain
limitations and exclusions. One of the Company's directors serves as such under
the terms of an agreement with a corporation of which he is an officer. In so
serving, he is covered by the officers and directors' liability insurance policy
maintained by such corporation.
In addition, the Selling Stockholders have agreed to indemnify the directors
and officers of the Company who have signed this Registration Statement under
certain circumstances.
ITEM 16. EXHIBITS.
See Exhibit Index.
ITEM 17. 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 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;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 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.
II-2
<PAGE>
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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 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 controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
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-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, Commonwealth of Massachusetts, on
December 22, 1994.
UNITED ASSET MANAGEMENT CORPORATION
-----------------------------------
(Registrant)
By: /s/ William H. Park
--------------------------
William H. Park, Executive
Vice President and Chief Financial
Officer
II-4
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Norton H.
Reamer, William H. Park, and John C. Vincent, Jr. and each of them singly his
lawful attorneys with full power to them and each of them singly to sign for him
in his name in the capacity indicated below this registration statement on Form
S-3 (and any and all amendments hereto), hereby ratifying and confirming his
signature as it may be signed by his said attorneys to this registration
statement (and any and all amendments hereto).
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the
date indicated.
Signature Title Date
--------- ----- ----
/s/ Norton H. Reamer President, Chief December 22, 1994
- ------------------------- Executive Officer,
Norton H. Reamer Director
/s/ William H. Park Executive Vice December 22, 1994
- ------------------------- President, Chief
William H. Park Financial Officer
/s/ John F. McNamara Executive Vice December 22, 1994
- ------------------------- President, Director
John F. McNamara
/s/ Richard A. Englander Director December 22, 1994
- -------------------------
Richard A. Englander
/s/ Robert J. Greenebaum Director December 22, 1994
- ------------------------
Robert J. Greenebaum
II-5
<PAGE>
/s/ Mark A. Lieb Director December 22, 1994
- ------------------------
Mark A. Lieb
/s/ Jay O. Light Director December 22, 1994
- -------------------------
Jay O. Light
/s/ Norman Perlmutter Director December 22, 1994
- -------------------------
Norman Perlmutter
/s/ Edward I. Rudman Director December 22, 1994
- -------------------------
Edward I. Rudman
/s/ David I. Russell Director December 22, 1994
- -------------------------
David I. Russell
/s/ Philip Scaturro Director December 22, 1994
- -------------------------
Philip Scaturro
/s/ John A. Shane Director December 22, 1994
- -------------------------
John A. Shane
/s/ Barbara S. Thomas Director December 22, 1994
- --------------------------
Barbara S. Thomas
II-6
<PAGE>
EXHIBIT INDEX
Certain of the following exhibits (those marked with an asterisk) are filed
herewith. The remainder of the exhibits have heretofore been filed with the
Commission and are incorporated herein by reference. Inapplicable items have
been omitted.
Exhibit Title Page
4.1* Restated Certificate of Incorporation of the Company.
4.2* By-Laws of the Company, as amended.
4.3 Specimen Certificate of Common Stock, $.01 par value, of the
Company (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-1, File No.
33-6874, filed August 22, 1986).
5* Opinion of Hill & Barlow, a Professional Corporation.
24.1* Consent of Hill & Barlow, a Professional Corporation
(included in Exhibit 5).
24.2* Consent of Price Waterhouse LLP.
24.3* Consent of Altschuler, Melvoin & Glasser, LLP.
24.4* Consent of Maginnis, Knechtel & McIntyre.
24.5* Consent of Horsfall Murphy & Pindroh.
25* Power of Attorney (included above).
II-7
<PAGE>
Exhibit 4.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
UNITED ASSET MANAGEMENT CORPORATION
Pursuant to Section 245 of the General
Corporation Law of the State of Delaware
United Asset Management Corporation, a corporation duly organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
FIRST: That the original Certificate of Incorporation was filed with the
Secretary of the State of Delaware on December 3, 1980; that said certificate
was amended and restated by a restated certificate of incorporation filed on
February 21, 1985; that such restated certificate was further amended by
certificates of amendment filed on January 17, 1986 and June 24, 1986; and that
such restated certificate was amended and restated by a restated certificate of
incorporation filed on June 2, 1987;
SECOND: That the restated certificate of incorporation, as amended, is
hereby further amended by striking out Article 4(a) thereof and by substituting
in lieu thereof new Article 4(a) which is set forth in the Restated Certificate
of Incorporation hereinafter set forth. The provisions of the restated
certificate of incorporation of the Corporation as amended and supplemented, is
hereby restated and integrated into the single instrument which is entitled
Restated Certificate of Incorporation of United Asset Management Corporation
without any further amendment other than the amendment herein certified and
without any discrepancy between the provisions of the restated certificate of
incorporation as heretofore amended and supplemented and the provisions of the
said single instrument hereinafter set forth,
THIRD: That the Certificate of Incorporation of the Corporation is hereby
amended and restated to read in its entirety as follows:
1. The name of the Corporation is United Asset Management Corporation.
2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the city of Wilmington, County
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
3. The nature of the business to be conducted or promoted and the purpose
of the Corporation is: To be a holding company of which the subsidiaries engage
in the
<PAGE>
institutional investment management business and to engage in any lawful act or
activity for which corporations may be organized under the General Corporation
Law of Delaware.
4. AUTHORIZED STOCK:
(a) The Corporation is authorized to issue two classes of shares of
capital stock to be designated, respectively, "Common Stock" and "Preferred
Stock." The total number of all such shares shall be Two Hundred Five Million
(205,000,000). The total number of shares of Common Stock authorized to be
issued shall be Two Hundred Million (200,000,000), with a par value of one penny
($.01) per share. The total number of shares of Preferred Stock authorized to be
issued shall be Five Million (5,000,000), with a par value of one dollar ($1.00)
per share.
(b) The shares of Preferred Stock may be issued by the Board of Directors
from time to time in one or more series. The Board of Directors is hereby
authorized to establish from time to time by resolution or resolutions the
number of shares to be included in each such series, and to fix the
designations, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof, including but not
limited to the fixing or alteration of the dividend rights, dividend rate or
rates, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or prices, and the
liquidation preferences of any wholly unissued series of shares of Preferred
Stock, and the number of shares constituting any such series and the designation
thereof, or any or all of them; and to increase or decrease the number of shares
of any series subsequent to the issue of shares of that series, but not below
the number of shares of such series then outstanding. In case the number of
shares of any series shall be so decreased, the shares constituting such
decrease shall resume the status which they had prior to the adoption of the
resolution originally fixing the number of shares of such series.
5. The Corporation is to have perpetual existence.
6. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To make, alter or repeal the by-laws of the Corporation.
7. Elections of directors need not be by written ballot unless the
by-laws of the Corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the Corporation may be kept,
subject to any provision contained in the statutes, outside the State of
Delaware at such place or places
<PAGE>
as may be designated from time to time by the Board of Directors or in the
by-laws of the Corporation.
8. A Director of this Corporation shall not be liable to the Corporation
or its stockholders for monetary damages or breach of fiduciary duty as a
Director, except to the extent such exemption from liability or limitation
thereof is not permitted under the Delaware General Corporation law as the same
now exists or may hereafter be amended.
Any repeal or modification of the foregoing paragraph by the stockholders
of the Corporation shall not adversely affect any right or protection of a
Director of the Corporation relating to such Director's conduct prior to the
time of such repeal or modification.
9. The Corporation reserves the right to amend, alter, change or repeal
any provision contained in this Certificate of Incorporation, in the manner now
or hereafter prescribed by statute, and all rights conferred upon stockholders
herein are granted subject to this reservation.
FOURTH: The amendment and the restatement of the Restated Certificate of
Incorporation herein certified has been duly adopted by the stockholders in
accordance with the provisions of Section 242 and of Section 245 of the General
Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, said United Asset Management Corporation has caused
this certificate to be signed by Norton H. Reamer, its President, and John C.
Vincent, Jr., its Secretary, this 26th day of May, 1994.
UNITED ASSET MANAGEMENT CORPORATION
By: Norton H. Reamer
------------------------------
Norton H. Reamer, President
ATTEST:
By: John C. Vincent, Jr.
----------------------------------
John C. Vincent, Jr., Secretary
<PAGE>
Exhibit 4.2
UNITED ASSET MANAGEMENT CORPORATION
---ooOoo---
B Y - L A W S
---ooOoo---
ARTICLE I
OFFICES
Section 1. The registered office shall be in the City of Wilmington,
County of New Castle, State of Delaware.
Section 2. The corporation may also have offices at such other places
both within and without the State of Delaware as the board of directors may from
time to time determine or the business of the corporation may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. All meetings of the stockholders for the election of
directors shall be held in the City of Boston, State of Massachusetts, at such
place as may be fixed from time to time by the board of directors, or at such
other place either within or without the State of Delaware as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting. Meetings of stockholders for any other purpose may be held at
such time and place, within or without the State of Delaware, as shall be stated
in the notice of the meeting or in a duly executed waiver of notice thereof.
Section 2. Annual meetings of stockholders, commencing with the year
1981, shall be held on the second Wednesday of May if not a legal holiday, and
if a legal holiday, then on the next secular day following, at 10:00 A.M., or at
such other date and time as shall be designated from time to time by the board
of directors and stated in the notice of
<PAGE>
the meeting, at which they shall elect by a plurality vote a board of directors,
and transact such other business as may properly be brought before the meeting.
Section 3. Written notice of the annual meeting stating the place,
date and hour of the meeting shall be given to each stockholder entitled to vote
at such meeting not less than ten nor more than sixty days before the date of
the meeting.
Section 4. The officer who has charge of the stock ledger of the
corporation shall prepare and make, at least ten days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
ten days prior to the meeting, either at a place within the city where the
meeting is to be held, which place shall be specified in the notice of the
meeting, or, if not so specified, at the place where the meeting is to be held.
The list shall also be produced and kept at the time and place of the meeting
during the whole time thereof, and may be inspected by any stockholder who is
present.
Section 5. Special meetings of the stockholders, for any purpose or
purposes, unless otherwise prescribed by statute or by the certificate of
incorporation, may be called by the president and shall be called by the
president or secretary at the request in writing of a majority of the board of
directors, or at the request in writing of stockholders owning a majority in
amount of the entire capital stock of the corporation issued and outstanding and
entitled to vote. Such request shall state the purpose or purposes of the
proposed meeting.
Section 6. Written notice of a special meeting stating the place, date
and hour of the meeting and the purpose or purposes for which the meeting is
called, shall be given not less than ten nor more than sixty days before the
date of the meeting, to each stockholder entitled to vote at such meeting.
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<PAGE>
Section 7. Business transacted at any special meeting of stockholders
shall be limited to the purposes stated in the notice.
Section 8. The holders of a majority of the stock issued and
outstanding and entitled to vote thereat, present in person or represented by
proxy, shall constitute a quorum at all meetings of the stockholders for the
transaction of business except as otherwise provided by statute or by the
certificate of incorporation. If, however, such quorum shall not be present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum shall be present or represented. At such adjourned
meeting at such a quorum shall be present or represented any business may be
transacted which might have been transacted at the meeting as originally
notified. If the adjournment is for more than thirty days, or if after the
adjournment a new record date is fixed for the adjourned meeting, a notice of
the adjourned meeting shall be given to each stockholder of record entitled to
vote at the meeting.
Section 9. When a quorum is present at any meeting, the vote of the
holders of a majority of the stock having voting power present in person or
represented by proxy shall decide any question brought before such meeting,
unless the question is one upon which by express provision of the statutes or of
the certificate of incorporation, a different vote is required in which case
such express provision shall govern and control the decision of such question.
Section 10. Unless otherwise provided in the certificate of
incorporation each stockholder shall at every meeting of the stockholders be
entitled to one vote in person or by proxy for each share of the capital stock
having voting power held by such stockholder, but no proxy shall be voted on
after three years from its date, unless the proxy provides for a longer period.
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Section 11. Unless otherwise provided in the certificate of
incorporation, any action required to be taken at any annual or special meeting
of stockholders of the corporation, or any action which may be taken at any
annual or special meeting of such stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing, setting forth
the action so taken, shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action at a meeting at which all shares entitled to vote thereon
were present and voted. Prompt notice of the taking of the corporate action
without a meeting by less than unanimous written consent shall be given to those
stockholders who have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. The number of directors which shall constitute the whole
board shall not be less than one or more than twelve. The first board shall
consist of one director. Thereafter, within the limits above specified, the
number of directors shall be determined by resolution of the board of directors
or by the stockholders at the annual meeting. The directors shall be elected at
the annual meeting of the stockholders, except as provided in Section 2 of this
Article, and each director shall hold office until his successor is elected and
qualified. Directors need not be stockholders.
Section 2. Vacancies and newly created directorships resulting from
any increase in the authorized number of directors may be filled by a majority
of the directors then in office, though less than a quorum, or by a sole
remaining director, and the directors so chosen shall hold office until the next
annual election and until their successors are duly elected and shall qualify,
unless sooner displaced. If there are no directors in office, then an election
of directors may be held in the manner provided by statute. If, at the time of
filling any vacancy or any newly created directorship, the directors then in
office shall constitute
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less than a majority of the whole board (as constituted immediately prior to any
such increase), the Court of Chancery may, upon application of any stockholder
or stockholders holding at least ten percent of the total number of shares at
the time outstanding having the right to vote for such directors, summarily
order an election to be held to fill any such vacancies or newly created
directorships, or to replace the directors chosen by the directors then in
office.
Section 3. The business of the corporation shall be managed by or
under the direction of its board of directors which may exercise all such powers
of the corporation and do all such lawful acts and things as are not by statute
or by the certificate of incorporation or by these by-laws directed or required
to be exercised or done by the stockholders.
MEETINGS OF THE BOARD OF DIRECTORS
Section 4. The board of directors of the corporation may hold
meetings, both regular and special, either within or without the State of
Delaware.
Section 5. The first meeting of each newly elected board of directors
shall be held at such time and place as shall be fixed by the vote of the
stockholders at the annual meeting and no notice of such meeting shall be
necessary to the newly elected directors in order legally to constitute the
meeting, provided a quorum shall be present. In the event of the failure of
stockholders to fix the time or place of such first meeting of the newly elected
board of directors, or in the event such meeting is not held at the time and
place so fixed by the stockholders, the meeting may be held at such time and
place as shall be specified in a notice given as hereinafter provided for
special meetings of the board of directors, or as shall be specified in a
written waiver signed by all of the directors.
Section 6. Regular meetings of the board of directors may be held
without notice at such time and at such place as shall from time to time as
determined by the board.
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Section 7. Special meetings of the board may be called by the
president on two days' notice to each director, either personally or by mail or
by telegram; special meetings shall be called by the president or secretary in
like manner and on like notice on the written request of two directors unless
the board consists of only one director; in which case special meetings shall be
called by the president or secretary in like manner and on like notice on the
written request of the sole director.
Section 8. At all meetings of the board a majority of the board of
directors shall constitute a quorum for the transaction of business and the act
of a majority of the directors present at any meeting at which there is a quorum
shall be the act of the board of directors, except as may be otherwise
specifically provided by statute or by the certificate of incorporation. If a
quorum shall not be present at any meeting of the board of directors the
directors present thereat may adjourn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum shall be present.
Section 9. Unless otherwise restricted by the certificate of
incorporation or these by-laws, any action required or permitted to be taken at
any meeting of the board of directors or of any committee thereof may be taken
without a meeting, if all members of the board or committee, as the case may be,
consent thereto in writing, and the writing or writings are filed with the
minutes of proceedings of the board or committee.
Section 10. Unless otherwise restricted by the certificate of
incorporation or these by-laws, members of the board of directors, or any
committee designated by the board of directors, may participate in a meeting of
the board of directors, or any committee, by means of conference telephone or
similar communications equipment by means of which all persons participating in
the meeting can hear each other, and such participation in a meeting shall
constitute presence in person at the meeting.
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COMMITTEES OF DIRECTORS
Section 11. The board of directors may, by resolution passed by a
majority of the whole board, designate one or more committees, each committee to
consist of one or more of the directors of the corporation. The board may
designate one or more directors as alternate members of any committee, who may
replace any absent or disqualified member at any meeting of the committee.
In the absence or disqualification of a member of a committee, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the board of directors to act at the meeting in the place of
any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the board
of directors, shall have and may exercise all the powers and authority of the
board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require it; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the by-laws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the board of directors.
Section 12. Each committee shall keep regular minutes of its meetings
and report the same to the board of directors when required.
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COMPENSATION OF DIRECTORS
Section 13. Unless otherwise restricted by the certificate of
incorporation or these by-laws, the board of directors shall have the authority
to fix the compensation of directors. The directors may be paid their expenses,
if any, of attendance at each meeting of the board of directors and may be paid
a fixed sum for attendance at each meeting of the board of directors or a stated
salary as director. No such payment shall preclude any director from serving the
corporation in any other capacity and receiving compensation therefor. Members
of special or standing committees may be allowed like compensation for attending
committee meetings.
REMOVAL OF DIRECTORS
Section 14. Unless otherwise restricted by the certificate of
incorporation or by law, any director or the entire board of directors may be
removed, with or without cause, by the holders of a majority of shares entitled
to vote at an election of directors.
ARTICLE IV
NOTICES
Section 1. Whenever, under the provisions of the statutes or of the
certificate of incorporation or of these by- laws, notice is required to be
given to any director or stockholder, it shall not be construed to mean personal
notice, but such notice may be given in writing, by mail, addressed to such
director or stockholder, at his address as it appears on the records of the
corporation, with postage thereon prepaid, and such notice shall be deemed to be
given at the time when the same shall be deposited in the United States mail.
Notice to directors may also be given by telegram.
Section 2. Whenever any notice is required to be given under the
provisions of the statutes or of the certificate of incorporation or of these
by-laws, a waiver thereof in writing, signed by the person or persons entitled
to said notice, whether before or after the time stated therein, shall be deemed
equivalent thereto.
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ARTICLE V
OFFICERS
Section 1. The officers of the corporation shall be chosen by the
board of directors and shall be a president, a vice-president, a secretary and a
treasurer. The board of directors may also choose additional vice-presidents,
and one or more assistant secretaries and assistant treasurers. Any number of
offices may be held by the same person, unless the certificate of incorporation
or these by-laws otherwise provide.
Section 2. The board of directors at its first meeting after each
annual meeting of stockholders shall choose a president, one or more
vice-presidents, a secretary and a treasurer.
Section 3. The board of directors may appoint such other officers and
agents as it shall deem necessary who shall hold their offices for such terms
and shall exercise such powers and perform such duties as shall be determined
from time to time by the board.
Section 4. The salaries of all officers and agents of the corporation
shall be fixed by the board of directors.
Section 5. The officers of the corporation shall hold office until
their successors are chosen and qualify. Any officer elected or appointed by the
board of directors may be removed at any time by the affirmative vote of a
majority of the board of directors. Any vacancy occurring in any office of the
corporation shall be filled by the board of directors.
THE PRESIDENT
Section 6. The president shall be the chief executive officer of the
corporation, shall preside at all meetings of the stockholders and the board of
directors, shall have general and active management of the business of the
corporation and shall see that all orders and resolutions of the board of
directors are carried into effect.
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Section 7. He shall execute bonds, mortgages and other contracts
requiring a seal, under the seal of the corporation, except where required or
permitted by law to be otherwise signed and executed and except where the
signing and execution thereof shall be expressly delegated by the board of
directors to some other officer or agent of the corporation.
THE VICE-PRESIDENTS
Section 8. In the absence of the president or in the event of his
inability or refusal to act, the vice-president (or in the event there be more
than one vice-president, the vice-presidents in the order designated by the
directors, or in the absence of any designation, then in the order of their
election) shall perform the duties of the president, and when so acting, shall
have all the powers of and be subject to all the restrictions upon the
president. The vice-presidents shall perform such other duties and have such
other powers as the board of directors may from time to time prescribe.
THE SECRETARY AND ASSISTANT SECRETARY
Section 9. The secretary shall attend all meetings of the board of
directors and all meetings of the stockholders and record all the proceedings of
the meetings of the corporation and of the board of directors in a book to be
kept for that purpose and shall perform like duties for the standing committees
when required. He shall give, or cause to be given, notice of all meetings of
the stockholders and special meetings of the board of directors, and shall
perform other duties as may be prescribed by the board of directors or
president, under whose supervision he shall be. He shall have custody of the
corporate seal of the corporation and he, or an assistant secretary, shall have
the authority to affix the same to any instrument requiring it and when so
affixed, it may be attested by his signature or by the signature of such
assistant secretary. The board of directors may give general authority to any
other officer to affix the seal of the corporation and to attest the affixing by
his signature.
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Section 10. The assistant secretary, or if there be more than one,
the assistant secretaries in the order determined by the board of directors (or
if there be no such determination, then in the order of their election) shall,
in the absence of the secretary or in the event of his inability or refusal to
act, perform the duties and exercise the powers of the secretary and shall
perform such other duties and have such other powers as the board of directors
may from time to time prescribe.
THE TREASURER AND ASSISTANT TREASURERS
Section 11. The treasurer shall have the custody of the corporate
funds and securities and shall keep full and accurate accounts of receipts and
disbursements in books belonging to the corporation and shall deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors.
Section 12. He shall disburse the funds of the corporation as may be
ordered by the board of directors, taking proper vouchers for such
disbursements, and shall render to the president and the board of directors, at
its regular meetings, or when the board of directors so requires, an account of
all his transactions as treasurer and of the financial condition of the
corporation.
Section 13. If required by the board of directors, he shall give the
corporation a bond (which shall be renewed every six years) in such sum and with
such surety or sureties as shall be satisfactory to the board of directors for
the faithful performance of the duties of his office and for the restoration to
the corporation, in case of his death, resignation, retirement or removal from
office, of all books, papers, vouchers, money and other property of whatever
kind in his possession or under his control belonging to the corporation.
Section 14. The assistant treasurer, or if there shall be more than
one, the assistant treasurers in the order determined by the board of directors
(or if there be no such
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determination, then in the order of their election), shall, in the absence of
the treasurer or in the event of his inability or refusal to act, perform the
duties and exercise the powers of the treasurer and shall perform such other
duties and have such other powers as the board of directors may from time to
time prescribe.
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ARTICLE VI
CERTIFICATE OF STOCK
Section 1. Every holder of stock in the corporation shall be entitled
to have a certificate, signed by, or in the name of the corporation by, the
chairman or vice-chairman of the board of directors, or the president or a
vice-president and the treasurer or an assistant treasurer, or the secretary or
an assistant secretary of the corporation, certifying the number of shares owned
by him in the corporation.
Certificates may be issued for partly paid shares and in such case upon
the face or back of the certificates issued to represent any such partly paid
shares, the total amount of the consideration to be paid therefor, and the
amount paid thereon shall be specified.
Section 2. Any of or all the signatures on the certificate may be
facsimile. In case any officer, transfer or registrar who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer, transfer agent or registrar before such certificate is issued, it
may be issued by the corporation with the same effect as if he were such
officer, transfer agent or registrar at the date of issue.
LOST CERTIFICATES
Section 3. The board of directors may direct a new certificate or
certificates to be issued in place of any certificate or certificates
theretofore issued by the corporation alleged to have been lost, stolen or
destroyed, upon the making of an affidavit of that fact by the person claiming
the certificate of stock to be lost, stolen or destroyed. When authorizing such
issue of a new certificate or certificates, the board of directors may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost, stolen or destroyed certificate or certificates, or his
legal representative, to advertise the same in such manner as it shall require
and/or to give the corporation a bond in such sum as it may direct as indemnity
against any claim that may be made against the corporation with respect to the
certificate alleged to have been lost, stolen or destroyed.
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TRANSFER OF STOCK
Section 4. Upon surrender to the corporation or the transfer agent of
the corporation of a certificate for shares duly endorsed or accompanied by
proper evidence of succession, assignation or authority to transfer, it shall be
the duty of the corporation to issue a new certificate to the person entitled
thereto, cancel the old certificate and record the transaction upon its books.
FIXING RECORD DATE
Section 5. In order that the corporation may determine the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting: provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
REGISTERED STOCKHOLDERS
Section 6. The corporation shall be entitled to recognize the
exclusive right of a person registered on its books as the owner of shares to
receive dividends, and to vote as such owner, and to hold liable for calls and
assessments a person registered on its books as the owner of shares, and shall
not be bound to recognize any equitable or other claim to or interest in such
share or shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise provided by the laws of
Delaware.
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ARTICLE VII
GENERAL PROVISIONS
DIVIDENDS
Section 1. Dividends upon the capital stock of the corporation,
subject to the provisions of the certificate of incorporation, if any, may be
declared by the board of directors at any regular or special meeting, pursuant
to law. Dividends may be paid in cash, in property, or in shares of the capital
stock, subject to the provisions of the certificate or incorporation.
Section 2. Before payment of any dividend, there may be set aside out
of any funds of the corporation available for dividends such sum or sums as the
directors from time to time, in their absolute discretion, think proper as a
reserve or reserves to meet contingencies, or for equalizing dividends, or for
repairing or maintaining any property of the corporation, or for such other
purpose as the directors shall think conducive to the interest of the
corporation, and the directors may modify or abolish any such reserve in the
manner in which it was created.
ANNUAL STATEMENT
Section 3. The board of directors shall present at each annual
meeting, and at any special meeting of the stockholders when called for by vote
of the stockholders, a full and clear statement of the business and condition of
the corporation.
CHECKS
Section 4. All checks or demands for money and notes of the
corporation shall be signed by such officer or officers or such other person or
persons as the board of directors may from time to time designate.
FISCAL YEARS
Section 5. The fiscal year of the corporation shall be fixed by
resolution of the board of directors.
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SEAL
Section 6. The corporate seal shall have inscribed thereon the name
of the corporation, the year of its organization and the words "Corporate Seal,
Delaware". The seal may be used by causing it or a facsimile thereof to be
impressed or affixed or reproduced or otherwise.
INDEMNIFICATION
Section 7. The corporation shall indemnify its officers, directors,
employees and agents to the extent permitted by the General Corporation Law of
Delaware.
ARTICLE VIII
AMENDMENTS
Section 1. These by-laws may be altered, amended or repealed or new
by-laws may be adopted by the stockholders or by the board of directors, when
such power is conferred upon the board of directors by the certificate or
incorporation at any regular meeting of the stockholders or of the board of
directors or at any special meeting of the stockholders or of the board of
directors if notice of such alteration, amendment, repeal or adoption of new
by-laws be contained in the notice of such special meeting. If the power to
adopt, amend or repeal by-laws is conferred upon the board of directors by the
certificate of incorporation it shall not divest or limit the power of the
stockholders to adopt, amend or repeal by-laws.
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[LETTERHEAD]
EXHIBIT 5
December 22, 1994
PERSONAL AND CONFIDENTIAL
United Asset Management Corporation
One International Place
Boston, Massachusetts 02110
Gentlemen:
We have acted as counsel for United Asset Management Corporation, a
Delaware corporation (the "Company"), with respect to the issuance or proposed
issuance of shares (the "Shares") of the Company's common stock, $.01 par value
per share, in connection with the acquisition of certain assets and business of
Provident Investment Counsel ("PIC") as more fully described in the acquisition
agreement dated as of November 10, 1994 (the "Acquisition Agreement"), which
also provides the method of calculating the final number of Shares that will be
issued in connection with such transaction.
We have assisted you in the preparation of a Registration Statement on Form
S-3 (the "Registration Statement") with respect to the offering of the Shares by
the Selling Stockholders named therein.
We have made such examination of law and have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate records
and such other documents as we have considered relevant and necessary for the
opinions hereinafter set forth.
Based on the foregoing, we express the following opinions:
1. The issuance of the Shares has been duly authorized by all necessary
corporate action of the Company.
<PAGE>
United Asset Management Corporation
December 22, 1994
Page 2
2. The Shares, upon issuance and delivery against payment as provided in
the Acquisition Agreement, will be validly issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
HILL & BARLOW,
a Professional Corporation
/s/ Joseph R. Ramrath
Joseph R. Ramrath,
a Member of the Firm
<PAGE>
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 7, 1994, which appears on page 79 of the 1993 Annual Report to
Shareholders of United Asset Management Corporation, which is incorporated by
reference in United Asset Management Corporation's Annual Report on Form 10-K
for the year ended December 31, 1993. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears on
page F-1 of such Annual Report on Form 10-K. We also consent to the reference to
us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Boston, Massachusetts
December 22, 1994
<PAGE>
EXHIBIT 24.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
May 20, 1994, which is included as Item 7(a) in United Asset Management
Corporation's Current Report on Form 8-K dated as of December 1, 1994. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ Altschuler, Melvoin & Glasser LLP
Chicago, Illinois
December 20, 1994
<PAGE>
EXHIBIT 24.4
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
March 5, 1993, which is included as Item 7(a)(iii) in United Asset Management
Corporation's Current Report on Form 8-K dated as of December 1, 1994. We also
consent to the reference to us under the heading "Experts" in such Prospectus.
/s/ Maginnis, Knechtel & McIntyre
Pasadena, California
December 21, 1994
<PAGE>
EXHIBIT 24.5
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
United Asset Management Corporation:
We consent to the use of our audit report dated March 11, 1994 relating to
the balance sheet of Provident Investment Counsel, Inc. (an S corporation) as of
December 31, 1993 and the related statements of income, and stockholders' equity
and cash flows for the year then ended, incorporated by reference in the
registration statement of United Asset Management Corporation on Form S-3 dated
December 22, 1994 and to the reference to our firm under the heading "Experts"
in the prospectus.
/s/ Horsfall, Murphy & Pindroh
Pasadena, California
December 22, 1994
