<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
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(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
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(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
William H. Park, Senior 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: April 10, 1994
<PAGE>
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]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------
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
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 566,099 $39.375 $22,290,148.12 $6,464.14
($.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 February 25,
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
566,099 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 of United Asset Management
Corporation (the "Company") who are described more fully below (the "Selling
Stockholders"). 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 February 25, 1994 was $39.375 per share.
The Selling Stockholders have advised the Company (1) that they or their
pledgees, donees, trustees or other successors in interest propose, from time to
time, to offer for sale and sell or to distribute the Shares to be offered by
them hereby (a) in 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) in regular brokerage
transactions executed on the New York Stock Exchange; (c) in negotiated
transactions; or (d) through other means; (2) that sales in negotiated
transactions will be effected at such prices as may be obtainable and as may be
satisfactory to the Selling Stockholders; and (3) that no sales or distributions
other than as described in (1)(a), (b), (c) or (d) above will be effected until
after this Prospectus shall have been appropriately amended or supplemented, if
required, to set forth the terms thereof. In certain cases, the Selling
Stockholders, brokers executing sales orders on their behalf and dealers
purchasing Shares from the Selling Stockholders for resale may be deemed to be
"underwriters" as that term is defined in Section 2(11) of the Securities Act of
1933. 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 individually by
the Selling Stockholders. Expenses of issuance and distribution, other than
commissions, estimated at $16,000.00 will be borne by the Company.
The date of this Prospectus is March __, 1994
<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 60661-2511
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, 1992; (ii) the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1993,
June 30, 1993, and September 30, 1993; (iii) the Company's Current Reports on
Form 8-K dated as of September 29, 1993 and December 7, 1993; 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.
- 2 -
<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: Senior
Vice President and Treasurer (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 39 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.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Common Stock offered hereby. See "Selling Stockholders."
THE SELLING STOCKHOLDERS
The shares being offered hereby were acquired by the Selling Stockholders
listed below pursuant to an agreement as of January 13, 1994 by which UAM
acquired by merger, effective February 25, 1994, all of the capital stock of
Investment Research Company ("IRC"), an Illinois corporation having its
principal place of business at 111 West Jackson Boulevard, Chicago, Illinois
60609 (the "Merger"). Prior to the Merger, the Selling Stockholders were the
only stockholders of IRC. For at least five years prior to the Merger, the
Selling Stockholders held the positions listed below with IRC and have
continued to hold the same positions since the Merger. As of the date hereof,
the Selling Stockholders are the beneficial owners of the numbers of shares of
UAM Common Stock, par value $.01, listed below, all of which are being offered
hereby.
<TABLE>
<CAPTION>
Number of Shares
Position With Beneficially Owned as
Selling Stockholder IRC of the Date Hereof
- ------------------- ------------- ---------------------
<S> <C> <C>
Floyd Jerome Gould President 288,588
and Director
</TABLE>
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<PAGE>
<TABLE>
<S> <C> <C>
Crisostomo B. Garcia Senior Vice President, 192,392
Treasurer and Director
Michael G. Fellers Senior Vice President 76,813
and Secretary
Arthur Laffer 5,814
Victor Canto 2,492
</TABLE>
The Company has entered into an agreement with certain of 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 statement schedules incorporated in this Prospectus by
reference to the Company's Annual Report on Form 10-K for the year ended
December 31, 1992 and the financial statements incorporated in this Prospectus
by reference to the Company's Current Report on Form 8-K dated as of
December 7, 1993 have been so incorporated in reliance on the report of Price
Waterhouse, independent accountants, given on the authority of said firm 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:
<TABLE>
<S> <C>
SEC Registration Fee. . . . . . . . . . . . . . . . . . $ 6,464.14
Legal Fees and Expenses . . . . . . . . . . . . . . . . 4,000.00*
Accounting Fees and Expenses. . . . . . . . . . . . . . 4,000.00*
Miscellaneous . . . . . . . . . . . . . . . . . . . . . 1,535.86
----------
Total $16,000.00*
----------
----------
All of these expenses will be borne by the Company.
<FN>
_______________________
* 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.
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.
II-1
<PAGE>
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.
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
II-2
<PAGE>
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 March 2,
1994.
UNITED ASSET MANAGEMENT CORPORATION
(Registrant)
By: /s/ William H. Park
--------------------
William H. Park
Senior Vice President
and Treasurer
<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 (principal
- -------------------- executive officer),
Norton H. Reamer Director March 2, 1994
/s/ William H. Park Senior Vice President
- ------------------- and Treasurer
William H. Park (principal accounting
officer) March 2, 1994
/s/ Robert J. Greenebaum Director March 2, 1994
- ------------------------
Robert J. Greenebaum
/s/ Jay O. Light Director March 2, 1994
- ----------------
Jay O. Light
/s/ John F. McNamara Director March 2, 1994
- --------------------
John F. McNamara
/s/ Michael C. Mewhinney Director March 2, 1994
- ------------------------
Michael C. Mewhinney
/s/ W. Olin Nisbet, III Director March 2, 1994
- -----------------------
W. Olin Nisbet, III
<PAGE>
/s/ Norman Perlmutter Director March 2, 1994
- ---------------------
Norman Perlmutter
/s/ David A. Polak Director March 2, 1994
- ------------------
David A. Polak
/s/ David I. Russell Director March 2, 1994
- --------------------
David I. Russell
/s/ Phillip Scaturro Director March 2, 1994
- --------------------
Philip Scaturro
/s/ John A. Shane Director March 2, 1994
- -----------------
John A. Shane
/s/ John T. Siegel Director March 2, 1994
- ------------------
John T. Siegel
/s/ Barbara S. Thomas Director March 2, 1994
- ---------------------
Barbara S. Thomas
<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, as
amended (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-4, File No.
33-14565, as amended by Amendment No. 1, filed July 7,
1987).
4.2 By-Laws of the Company, as amended (incorporated by
reference to Exhibit 3.2 to the Company's Registration
Statement on Form S-1, File No. 33-6874, filed September 22,
1986).
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 September 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. _____
25* Power of Attorney (included above).
<PAGE>
EXHIBIT 5
March 2, 1994
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 of 566,099
shares (the "Shares") of the Company's common stock, $.01 par value per share,
to the stockholders of Investment Research Company ("IRC") in connection with
the acquisition by the Company of all of the capital stock of IRC.
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.
2. The Shares are validly issued, fully paid and non-assessable.
<PAGE>
United Asset Management Corporation
March 2, 1994
Page 2
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
March 1, 1994
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
November 24, 1993, which is included as Item 7(1) in United Asset Management
Corporation's Current Report on Form 8-K dated as of December 7, 1993. We also
consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page F-1 of United Asset Management
Corporation's Annual Report on Form 10-K for the year ended December 31, 1992.
We also consent to the reference to us under the heading "Experts" in such
Prospectus.
/s/ Price Waterhouse
