<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT /X/ FILED BY A PARTY OTHER THAN THE REGISTRANT / /
- --------------------------------------------------------------------------------
Check the appropriate box:
/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
UNITED ASSET MANAGEMENT CORPORATION
(Name of Registrant as Specified In Its Charter)
UNITED ASSET MANAGEMENT CORPORATION
(Name of Person(s) Filing Proxy Statement)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act
Rule 0-11:
4) Proposed maximum aggregate value of transaction:
Set forth the amount on which the filing fee is calculated and state how it
was determined.
/X/ Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid: $125
2) Form, Schedule or Registration Statement No.: Preliminary Proxy Statement
3) Filing Party: United Asset Management Corporation
4) Date Filed: March 17, 1994
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<PAGE> 2
UNITED ASSET MANAGEMENT CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1994
The Annual Meeting of the Stockholders of United Asset Management
Corporation (the "Company" or "UAM") will be held at the Boston Harbor Hotel, 70
Rowes Wharf, Boston, Massachusetts on Thursday, May 19, 1994 at 9:30 a.m.,
Eastern Daylight Savings Time, for the following purposes:
(1) To fix the number of directors and elect a Board of Directors to
serve until the next Annual Meeting of Stockholders and until their
successors are elected and qualified;
(2) To approve the UAM 1994 Stock Option Plan;
(3) To approve the UAM 1994 Eligible Directors Stock Option Plan;
(4) To approve Compensation Arrangements for Certain Executive
Officers;
(5) To amend and restate the Company's Restated Certificate of
Incorporation to increase the number of authorized shares of Common Stock,
par value $.01 per share, from 50,000,000 to 200,000,000;
(6) To approve the selection of Price Waterhouse as independent
accountants of the Company for the fiscal year ending December 31, 1994;
and
(7) To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has fixed the close of business on March 23, 1994 as
the record date for the determination of stockholders entitled to notice of, and
to vote at, this meeting. Accordingly, only stockholders of record at the close
of business on that date are entitled to vote at the meeting or at any
adjournment thereof. A list of stockholders entitled to vote will be kept at the
principal offices of the Company at One International Place, Boston,
Massachusetts 02110 for a period of ten days prior to the meeting.
The business matters enumerated above are discussed more fully in the
accompanying Proxy Statement. Whether or not you plan to attend the meeting, we
urge you to study the Proxy Statement carefully and then fill out, sign and date
the enclosed Proxy. Please mail your Proxy promptly in the enclosed return
envelope, which requires no postage if mailed in the United States. If you do
plan to attend the meeting, please so indicate in the box provided on the
enclosed Proxy.
By Order of the Board of Directors,
JOHN C. VINCENT, JR.
Secretary
April 4, 1994
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR
NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE REQUESTED TO SIGN AND MAIL PROMPTLY
THE ENCLOSED PROXY, WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF
DIRECTORS.
<PAGE> 3
UNITED ASSET MANAGEMENT CORPORATION
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
PROXY STATEMENT
FOR ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 19, 1994
The Proxy accompanying this Proxy Statement is solicited by the Board of
Directors of United Asset Management Corporation (the "Company" or "UAM") to be
voted at the Annual Meeting of Stockholders to be held on Thursday, May 19, 1994
and at any adjournment thereof (the "Meeting").
It is expected that copies of the Notice of Meeting, this Proxy Statement
and the enclosed Proxy card will be mailed on approximately April 4, 1994 to
each stockholder entitled to vote at the Meeting. UAM's Annual Report to
Stockholders for the fiscal year ended December 31, 1993 accompanies this Proxy
Statement.
ELECTION OF DIRECTORS
The persons named as proxies in the accompanying Proxy card intend (unless
authority to vote therefor is specifically withheld) to vote to fix the number
of directors for the ensuing year at twelve, and to vote for the election of the
twelve persons named below, being the nominees of the present Board, as
directors to hold office until the next Annual Meeting and until their
respective successors are elected and qualified. If any of the nominees becomes
unavailable to serve as a director, the persons named as proxies have
discretionary authority to vote for a substitute. The Board of Directors has no
reason to believe that any of the nominees will be unavailable to serve if
elected.
NOMINEES FOR ELECTION AS DIRECTORS
Information regarding each nominee is presented below.
Mr. Norton H. Reamer, age 58, is the founder of UAM and has been its
President and a director since its inception in 1980. Mr. Reamer is also
Chairman, President and a director of The Regis Fund, Inc., a series mutual
fund, and a trustee or director in the Eaton Vance Group of Funds, which
consists of over 70 investment company portfolios. He is also a trustee of Union
College and a Governor of the Association for Investment Management and
Research.
Mr. John F. McNamara, age 52, joined UAM as Executive Vice President
effective April 6, 1992 and was elected a director on July 15, 1992. Prior to
joining UAM, he served since 1990 as Managing Director and Chief Executive
Officer of Baring America Asset Management Co., the U.S. investment management
subsidiary of Baring Brothers, a London-based investment management firm. For
more than three years prior to holding that position, Mr. McNamara served as
Director of Marketing for Baring International Investment Ltd.
Mr. Richard A. Englander, age 51, has served as a principal of Barrow,
Hanley, Mewhinney & Strauss, Inc., one of UAM's subsidiaries, for more than the
past five years.
Mr. Robert J. Greenebaum, age 76, retired as Treasurer of Inland Steel
Company in May, 1981. Since 1981, Mr. Greenebaum has been a business consultant.
Mr. Greenebaum is Chairman and a director of Selected American Shares, Inc.,
Selected Special Shares, Inc., and the Selected Capital Preservation Trust
Series Funds, and is a director of the Blue Chip Value Fund, each of which is an
investment company. He has been a director of UAM since February, 1982.
Mr. Mark A. Lieb, age 43, has been President of Spectrum Asset Management,
Inc., one of UAM's subsidiaries, for more than the past five years.
Professor Jay O. Light, age 52, has been a professor at the Harvard
Business School for more than five years and previously served as a Senior
Associate Dean. His special areas of concentration are capital markets
<PAGE> 4
and investment management. From 1977 to 1979, Professor Light was the Director
of Investment Policies at the Ford Foundation. Professor Light is also a
director of Harvard Management Company, Inc. and a trustee of the College
Retirement Equity Fund (CREF). Professor Light has been a director of UAM since
May, 1987.
Mr. Norman Perlmutter, age 60, has been Chairman and Chief Executive
Officer of Heitman Financial Ltd., one of UAM's subsidiaries, for more than the
past five years. He is currently a director of Chris Craft Industries, Inc.,
United Television, Inc. and McArthur/Glen Realty Corp. He has been a director of
UAM since October, 1993.
Mr. Edward I. Rudman, age 56, has been Chairman and President of Pell,
Rudman & Co., Inc., one of UAM's subsidiaries, for more than the past five
years. He is also the Chairman of the Board of Trustees of the Beth Israel
Hospital.
Mr. David I. Russell, age 51, is an independent financial consultant. Prior
to March, 1989, he was a director of Warburg Securities, part of S.G. Warburg &
Co., the international securities brokerage and investment banking group, and a
director of S.G. Warburg & Co., Inc., a U.S. subsidiary of S.G. Warburg & Co. He
has been a director of UAM since November, 1981.
Mr. Philip Scaturro, age 55, is an Executive Vice President and a Managing
Director of Allen & Company Incorporated, an investment banking firm. He has
been with Allen & Company Incorporated as an Executive Vice President and
Managing Director for more than the past five years. Mr. Scaturro is also a
director of Savoy Pictures Entertainment, Inc. He has been a director of UAM
since April, 1981.
Mr. John A. Shane, age 61, has for more than the past five years been
President of Palmer Service Corporation, a venture capital management company.
Mr. Shane is also a director of Arch Communications Group, Inc. and Banyan
Systems Incorporated and a trustee of TNE Funds Trust. He has been a director of
UAM since November, 1981.
Ms. Barbara S. Thomas, age 47, is currently Director, Business and Legal
Affairs, for News International plc. Prior to joining News International, Ms.
Thomas served as a Managing Director of the investment banking firm, Cramer
Rosenthal McGlynn, Inc., from November, 1990 to February, 1993. From August,
1986 to March, 1990, she served as Senior Vice President and Group Head of The
International Private Banking Group at Bankers Trust Company. From 1980 to 1983,
she served as a Commissioner of the Securities and Exchange Commission. She is
currently a director of Astro Communications, Inc. She has been a director of
UAM since January, 1993.
Each of the nominees except Messrs. Englander, Lieb and Rudman is presently
serving as a director and was elected to that position at the 1993 Annual
Meeting or as indicated above. It is the policy of UAM's Board of Directors to
nominate for election to the Board each year several principals of its
subsidiaries and to rotate these seats on the Board annually among such firms.
Messrs. Perlmutter, Englander, Lieb and Rudman are currently being nominated for
these seats.
The Board of Directors met 7 times during 1993 and acted by unanimous
consent on 3 occasions. The Board of Directors has appointed an Audit Committee
and a Compensation Committee, both of which are reappointed annually. The Audit
Committee, consisting of Mr. Shane, Chairman, Mr. Greenebaum, Mr. Scaturro and
Ms. Thomas, met twice in 1993, and has recommended to the Board of Directors the
selection of Price Waterhouse to serve as the Company's independent accountants
for the year ending December 31, 1994. The Compensation Committee, consisting of
Mr. Scaturro, Chairman, Mr. Shane and Mr. Light, met or acted by unanimous
consent on 26 occasions during 1993 to grant stock options under UAM's stock
option plans, and to determine directors' and officers' compensation for 1993
and 1994.
DIRECTORS' FEES
Outside directors (that is, directors other than those employed by UAM or
one of its subsidiaries) receive an annual fee of $20,000, plus $4,000 for each
regular meeting of the Board of Directors attended and an additional fee of
$4,000 for attendance at the Company's Annual Planning Meeting of the Board of
Directors. Each member of either the Audit or Compensation Committee of the
Board receives an additional $6,000 annual fee.
2
<PAGE> 5
Pursuant to the terms of the Company's stock option plans, each director
who is not an officer or employee of the Company or one of its subsidiaries and
who is not eligible to participate under any other Company stock-related plan
and who is then serving as a director (an "Eligible Director"), has already been
or will be granted 3,000 non-incentive stock options on the 30th day following
the Annual Meeting of Stockholders of UAM (the "Annual Meetings") in years 1989
through 1996. The exercise price per share for these options is the fair market
value on the date of the grant. Options granted to Eligible Directors will be
exercisable in full beginning six months after the date of grant and terminate
after five years. Such options generally cease to be exercisable six months
after an Eligible Director ceases to be a director. The stockholders are being
asked to approve the UAM 1994 Eligible Directors Plan, which will supersede
existing director stock option plans, and pursuant to which Eligible Directors
will be granted additional options. See APPROVAL OF UAM 1994 ELIGIBLE DIRECTORS
STOCK OPTION PLAN.
CERTAIN TRANSACTIONS
During 1993, Mr. David I. Russell served as a consultant to the Company for
an annual fee of $200,000. He will continue to serve in such capacity during
1994 pursuant to a consulting agreement.
As of March 16, 1994, two entities in which Mr. Norman Perlmutter owns an
indirect beneficial interest owed $2,532,268 and $5,220,000, respectively, to
subsidiaries of Heitman Financial Ltd. ("Heitman"), one of UAM's Affiliated
Firms. All but $400,000 of such obligations are represented by promissory notes
bearing interest at a variable rate based on either the Prime interest rate plus
one-half of one percent or a LIBOR rate election with respect to the first note
and 6% with respect to the second note, and were incurred prior to UAM's
acquisition of Heitman in connection with the acquisition or refinancing by such
entities of interests in real estate. The balance of $400,000 was an unsecured
advance to such entity to fund operating expenses and was also made prior to
UAM's acquisition of Heitman. The indicated balances are also the highest amount
outstanding during calendar year 1993 under such obligations.
As required by Securities and Exchange Commission ("SEC") Rules under
Section 16(a) of the Securities Exchange Act of 1934, the Company reports that a
Form 4 with respect to a certain transfer of the Company's Common Stock by Mr.
Perlmutter was filed late.
EXECUTIVE COMPENSATION
EXECUTIVE OFFICERS
The executive officers of the Company are elected by the Board of Directors
and hold office until the first meeting of the Board of Directors following the
Annual Meeting. Norton H. Reamer is the Company's President and John F. McNamara
is the Executive Vice President. Certain information concerning their respective
backgrounds is presented above under Nominees for Election as Directors. The
other executive officers of the Company are as follows:
Mr. William H. Park, age 46, joined UAM as Vice President in 1982 and was
named Senior Vice President and Treasurer in 1985. Mr. Park is also a Vice
President of The Regis Fund, Inc., a mutual fund.
Mr. Franklin H. Kettle, age 36, joined UAM in September, 1986 and was named
Vice President in December of that year and Senior Vice President in May of
1991.
Mr. William B. Budd, age 58, joined UAM as a Senior Vice President in July,
1989. For more than five years prior to joining UAM, he had been with Chemical
Investment Management Company, Inc. where he served as Managing Director in
charge of fixed income investments.
SUMMARY COMPENSATION TABLE
The Summary Compensation Table on page 4 shows all compensation paid for
services rendered during the past three years to each of the Company's executive
officers.
3
<PAGE> 6
STOCK OPTIONS
The Company has in effect three stock option plans, the 1987 Stock Option
Plan, the 1989 Stock Option Plan and the 1992 Stock Option Plan, pursuant to
which an aggregate of 4,400,000 shares of common stock, $.01 par value, of the
Company ("Common Stock") have been reserved for issuance to directors and
executive officers and other key employees of the Company and its subsidiaries
who have substantial responsibility for the Company's management and growth. As
of March 16, 1994, an aggregate of 517,223 shares of Common Stock remained
available for issuance under those plans. If the proposals to approve the UAM
1994 Stock Option Plan and the UAM 1994 Eligible Directors Stock Option Plan are
approved by the stockholders at the Meeting, such plans will supersede the
current option plans and the Company will have available 3,200,000 shares of
Common Stock for options. The tables on page 5 show information relating to
grants of such options to, and the exercise of options by, the executive
officers during the year ended December 31, 1993, as well as information
relating to the unexercised options held by the executive officers as of
December 31, 1993.
<TABLE>
SUMMARY COMPENSATION TABLE
<CAPTION>
LONG TERM
COMPENSATION AWARDS
-------------------
ANNUAL COMPENSATION NUMBER OF ALL OTHER
NAME AND PRINCIPAL --------------------- SHARES UNDERLYING COMPENSATION
POSITION YEAR SALARY BONUS OPTIONS GRANTED (1)(2)
- ------------------------ ----- --------- -------- ------------------- ------------
<S> <C> <C> <C> <C> <C>
Norton H. Reamer........ 1993 $720,000 $417,200 27,700 $ 38,844
President and Director 1992 720,000 179,000 21,000 38,844
1991 600,000 N/A 27,000
John F. McNamara*....... 1993 620,000 357,600 50,000 34,350
Executive Vice President 1992 450,000 179,000 100,000 3,375
and Director
William H. Park......... 1993 400,000 178,800 15,200 33,675
Senior Vice President 1992 360,000 64,000 12,500 32,990
and Treasurer 1991 295,000 N/A 18,000
Franklin H. Kettle...... 1993 290,000 188,838 13,200 32,135
Senior Vice President 1992 250,000 211,437 9,000 31,527
1991 187,500 70,083 12,000
William B. Budd......... 1993 290,000 188,838 13,200 38,844
Senior Vice President 1992 270,000 211,437 9,000 38,078
1991 245,000 70,083 14,000
- ---------------
<FN>
* Mr. McNamara joined the Company in April, 1992.
(1) "All Other Compensation" is not required to be reported for 1991.
(2) Includes Company-paid life insurance premiums and Company contributions to
the individual's profit sharing retirement plan account, respectively, in
the following amounts for the year ended December 31, 1993: Mr. Reamer,
$8,844 and $30,000; Mr. McNamara, $4,350 and $30,000; Mr. Park, $3,675 and
$30,000; Mr. Kettle, $2,135 and $30,000; and Mr. Budd, $8,844 and $30,000.
</TABLE>
4
<PAGE> 7
<TABLE>
OPTION GRANTS IN 1993(1)
<CAPTION>
NUMBER OF
SHARES EXERCISE GRANT
UNDERLYING PERCENT OF TOTAL OR BASE DATE
OPTIONS OPTIONS GRANTED TO PRICE EXPIRATION PRESENT
NAME GRANTED EMPLOYEES IN 1993 PER SHARE DATE VALUE(2)
- ------------------------- ---------- --------------------- --------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Norton H. Reamer......... 27,700 3.45% $ 30.00 01/27/98 $223,215
John F. McNamara......... 50,000 6.23 30.00 01/27/98 402,915
William H. Park.......... 15,200 1.89 30.00 01/27/98 122,486
Franklin H. Kettle....... 13,200 1.65 30.00 01/27/98 106,370
William B. Budd.......... 13,200 1.65 30.00 01/27/98 106,370
- ---------------
<FN>
(1) The per share option price in the table is the fair market value of the
Common Stock on the date of the grant. All options are exercisable 25% a
year over a period of 4 years. The Company's stock option plans are
administered by the Compensation Committee of the Board of Directors which
has authority to determine the key employees and executive officers of the
Company and its subsidiaries to whom, and the terms and conditions at
which, options will be granted under the stock option plans.
(2) The Company has used the Black-Scholes Model for options pricing to
calculate present value as of the date of the grant. This Model relies on
the following assumptions which may prove to be inaccurate in the future:
stock price volatility of 0.2638; dividend yield of 2.40%; risk-free rate
of return of 5.86%; and exercise date of January 27, 1998. The Model also
assumes a liquid market for options although the options awarded under the
Company's plans may not be transferred. Further, exchange-traded options
may be exercised immediately; however, the Company's options are subject to
certain vesting rules. For these reasons, the Company believes that the
Model may overstate the value of the options it awards. Their actual value,
if any, will depend on the market price of the Company's Common Stock on
the date of exercise.
</TABLE>
<TABLE>
AGGREGATED OPTION EXERCISES
IN 1993 AND OPTION VALUES AT DECEMBER 31, 1993
<CAPTION>
NUMBER OF
SHARES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN-THE-MONEY
DECEMBER 31, OPTIONS AT
1993 DECEMBER 31, 1993(1)
-------------- --------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---------------------------------- --------------- -------- -------------- --------------------
<S> <C> <C> <C> <C>
Norton H. Reamer.................. 16,802 $397,149 26,895/ 61,949 $ 535,821/$ 859,450
John F. McNamara.................. -- -- 25,000/125,000 387,500/ 1,687,500
William H. Park................... 23,762 408,436 24,126/ 37,574 515,087/ 543,263
Franklin H. Kettle................ 12,400 282,800 20,850/ 28,950 464,250/ 407,850
William B. Budd................... 15,000 318,750 13,752/ 28,448 279,729/ 391,621
- ---------------
<FN>
(1) An "In-the-Money" option is an option for which the option price of the
underlying stock is less than the December 31, 1993 market price; the value
shown reflects stock price appreciation since the date of the granting of
the option.
</TABLE>
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors has primary
responsibility for analyzing the compensation of executive officers of the
Company, establishing performance goals for executive officers, making
recommendations to the full Board of Directors with respect to such
compensation, and administering the Company's Stock Option Plans. In
recommending salaries for the Company's President and the other executive
officers named in the Summary Compensation Table (the President and such other
officers, the "Executive Officers") in the year ended December 31, 1993, the
Compensation Committee considered the overall performance of the Company,
particularly in terms of revenues, earnings, earnings per share, Operating Cash
Flow (Cash flow provided by operations before working capital changes), assets
under management and breadth of operations; the contribution of each officer to
such performance; the responsibilities of each officer
5
<PAGE> 8
and the increase in those responsibilities during the year as a result of the
Company's growth; the importance of the individual to the future growth and
profitability of the Company; cash compensation levels of competitors in the
industry (these competitors are included in the peer group index appearing in
the performance graph on p. 7 hereof); and the success of the management team in
achieving the Company's short-term and long-term goals. Although all of such
factors were considered by the Committee in exercising its judgment as to
compensation levels for the President and the other Executive Officers, no
precise formula was used to weight the relative importance of such factors.
Based on publicly available information, the Committee believes that cash
compensation of the President and the other Executive Officers for 1993 was at
or near the median of the range of cash compensation paid by the Company's
competitors in the industry. In allocating compensation between salary, bonuses
and stock options, the Committee seeks to provide appropriate balance between
current fixed and performance-related compensation, and long-term incentives.
The President's compensation for 1993 reflected the overall improved
performance of the Company as reflected in the substantial growth in Operating
Cash Flow, revenues and earnings over the past year, and the increase in assets
under management. It also reflected the number and quality of acquisitions
completed, and the growing responsibility of the President in overseeing an
increasing portfolio of affiliated firms. Although the Compensation Committee
considered all of such factors in determining the President's compensation, it
did not apply any precise formula to weight the relative importance of such
factors.
Bonus payments to Executive Officers for the year ended December 31, 1993
were based entirely on the Company's performance. Bonuses for 1993 for Executive
Officers with overall executive and operating responsibilities were calculated
by multiplying a fixed amount ($140,000 for Mr. Reamer, $120,000 for Mr.
McNamara and $60,000 for Mr. Park) by the excess of the Company's Operating Cash
Flow per share each quarter over $.25. The Company's Operating Cash Flow per
share for the year ending December 31, 1993 was $3.85 calculated on the same
basis as earnings per share. The Compensation Committee and the Board of
Directors of the Company consider Operating Cash Flow per share to be the most
important basis for measuring the value of the Company to its stockholders.
Bonuses for Executive Officers primarily responsible for acquisitions (Messrs.
Kettle and Budd) were based on the annualized amount of base revenue sharing
that is expected to accrue to the Company for acquisitions completed during the
year. Such base revenue sharing was approximately $23,845,000 in 1993.
The Compensation Committee has noted that The Revenue Reconciliation Act of
1993 includes a provision that establishes a limit for the deduction of
compensation paid by public companies to certain executive officers. However,
amounts paid pursuant to a performance based compensation arrangement approved
by stockholders are deductible even if they result in total compensation over
the limit. One policy behind the new provision is to encourage public companies
to tie compensation of key executives to verifiable criteria of performance for
the company and to promote stockholder participation in approving such
compensation arrangements. The Compensation Committee believes that the bonus
arrangements described above appropriately align compensation of UAM's
executives to key measures of value to stockholders and are of the type that the
new tax provisions are intended to encourage. As contemplated by such
provisions, the Board is submitting for shareholder approval the material terms
of those arrangements.
The Company's Compensation Committee based option grants to Executive
Officers of the Company for the 1993 fiscal year on the relative base salaries
and bonuses of such officers of the Company, without any adjustment for the size
of previous option grants to any of them, except for the options granted to Mr.
McNamara which were included in his compensation package when he joined the
Company in 1992. Because the Company's stock option awards are based on salary,
which is in turn based on the factors set forth in the first paragraph of this
report, its stock option awards are indirectly based on those same factors.
Compensation Committee
Philip Scaturro, Chairman
Jay O. Light
John A. Shane
6
<PAGE> 9
<TABLE>
COMPANY STOCK PERFORMANCE
Set forth below is a line graph comparing, over a five-year period
commencing December 31, 1988 (the "Commencement Date"), the total return on the
Company's Common Stock with the cumulative total return of companies on the
Standard & Poor's 500 Stock Index and an asset management industry composite, a
self-constructed peer group index (the "Indexes"). This graph assumes a common
starting point of $100 invested on December 31, 1988. Total return for the
Company as well as for the Indexes is determined on a yearly basis by adding (a)
the cumulative amount of dividends from the Commencement Date to the end of the
year in question (assuming dividend reinvestment) and (b) the difference between
the share price at the Commencement Date and at the end of such year, the sum of
which is then divided by the share price at the Commencement Date.
CUMULATIVE TOTAL RETURN FOR THE FIVE-YEAR PERIOD ENDING DECEMBER 31, 1993
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) UAM S&P 500 PEER GROUP
<S> <C> <C> <C>
1988 100.00 100.00 100.00
1989 136.20 131.59 149.81
1990 124.38 127.49 138.26
1991 238.39 166.17 261.76
1992 240.35 178.81 290.36
1993 330.35 196.75 390.96
<FN>
* Includes Alliance Capital Management L.P., American Capital Management and
Research (included for 1989 only, as no information is available for later
periods), Atalanta Sosnoff Capital Corp., Bull & Bear Group, Inc., Colonial
Group, Inc., Dreyfus Corp., Duff & Phelps Corp., Eaton Vance Corp., Franklin
Resources, Inc., New England Investment Companies (formerly Reich & Tang
L.P.), Oppenheimer Capital, L.P., The Pioneer Group, Inc., T. Rowe Price
Associates, and Thomson Advisory Group L.P.
</TABLE>
7
<PAGE> 10
VOTING SECURITIES
Only the record holders of shares of Common Stock of the Company at the
close of business on March 23, 1994 may vote at the Meeting. Each share of
Common Stock is entitled to one vote on the matters to be voted upon at the
meeting.
On March 16, 1994 there were 28,209,939 shares of Common Stock issued and
outstanding. The following table sets forth certain information, as of March 16,
1994, with respect to the beneficial ownership of UAM's Common Stock (i) by each
person who is known by UAM to own beneficially more than 5% of its Common Stock,
(ii) by each of UAM's directors and nominees, (iii) by the chief executive
officer and each of the Company's four other most highly compensated executive
officers, and (iv) by all of UAM's executive officers and directors as a group.
Unless otherwise noted, the persons named in the table have sole voting and
investment power with respect to all shares of Common Stock shown as
beneficially owned by each of them, subject to community property laws, where
applicable. Under the heading "Number of Shares Issuable" are listed (and under
the heading "Total" are included) shares issuable within 60 days of the date of
this Proxy Statement upon the exercise or conversion of warrants or stock
options owned by the party indicated. The percentage owned is calculated with
respect to each party by treating its issuable shares as outstanding, in
accordance with rules of the Securities and Exchange Commission.
<TABLE>
BENEFICIAL OWNERSHIP OF COMMON STOCK
<CAPTION>
NAME OF BENEFICIAL OWNER NO. OF NO. OF
(AND ADDRESS OF OWNER OF ISSUED SHARES
MORE THAN FIVE PERCENT) SHARES ISSUABLE TOTAL PERCENT
- ----------------------------------------------- --------- -------- --------- -------
<S> <C> <C> <C> <C>
Norton H. Reamer............................... 1,122,673 50,819 1,173,492 4.15%
Denver Investment Advisors(1).................. 1,500,300 -- 1,500,300 5.32
633 17th Street
Denver, CO 80270
Richard A. Englander........................... 17,501 6,000 23,501 *
Robert J. Greenebaum........................... 16,600 12,000 28,600 *
Mark A. Lieb................................... -- 2,750 2,750 *
Jay O. Light................................... 2,000 15,000 17,000 *
John F. McNamara............................... 2,000 62,500 64,500 *
Michael C. Mewhinney(2)(3)(4).................. 268,188 221,316 489,504 1.72
W. Olin Nisbet, III(2)(3)(5)................... 243,351 -- 243,351 *
Norman Perlmutter(2)........................... 177,671 -- 177,671 *
David A. Polak(2)(3)(6)........................ -- 853,527 853,527 2.94
Edward I. Rudman............................... 29 62,728 62,757 *
David I. Russell............................... 1,000 15,000 16,000 *
Philip Scaturro(7)............................. 49,932 15,000 64,932 *
John A. Shane(8)............................... 16,200 6,000 22,200 *
John T. Siegel(2)(3)(9)........................ 267,910 -- 267,910 *
Barbara S. Thomas.............................. -- 3,000 3,000 *
William H. Park................................ 77,330 39,550 116,880 *
Franklin H. Kettle............................. 14,300 28,800 43,100 *
William B. Budd................................ 6,000 24,301 30,301 *
All UAM Executive Officers and Directors as a
Group
(16 Persons)................................. 2,265,155 1,346,813 3,611,968 12.22
- ---------------
<FN>
* Indicates less than 1%
</TABLE>
8
<PAGE> 11
(1) The named security holder has sole dispositive power with respect to all of
such shares and sole voting power with respect to 885,450 of such shares as
of March 16, 1994. First Interstate Bancorp, the ultimate parent
corporation of such security holder ("First Interstate"), filed a Schedule
13G with the Securities and Exchange Commission indicating beneficial
ownership of an aggregate of 1,444,849 shares as of December 31, 1993
(which number included the shares beneficially owned by the named security
holder as of such date). According to the Schedule 13G, First Interstate
had sole voting power with respect to 736,090 shares, shared voting power
with respect to 103,574 shares, sole dispositive power with respect to
1,178,400 shares and shared dispositive power with respect to 266,449
shares as of December 31, 1993.
(2) The named security holder is a former owner of a UAM subsidiary, and as such
received (directly or indirectly) a portion of the purchase price paid in
connection with such transaction in UAM Stock. The security holder had no
connection with UAM prior to such acquisition.
(3) The named security holder is a current director of UAM who is not standing
for reelection.
(4) Excludes a total of 645,948 shares issuable within 60 days hereof upon
exercise of warrants at $23 per share and 805,808 issued shares
beneficially owned in varying amounts by James P. Barrow, Bryant M. Hanley,
Jr. and John L. Strauss, each of whom has sole voting and investment power
with respect to the shares owned by him and each of whom was, with Mr.
Mewhinney, a party to the acquisition agreement pursuant to which UAM
acquired Barrow, Hanley, Mewhinney & Strauss, Inc. Each of these four
persons disclaims beneficial ownership of the shares beneficially owned by
each of the others.
(5) Includes 6,000 shares for which Mr. Nisbet shares voting and investment
power with a family partnership; and excludes 950 shares for which Mr.
Nisbet's wife has sole voting and investment power.
(6) All of such shares are issuable within 60 days hereof upon exercise of
warrants at $33 per share held by the NWQ Charitable Remainder Unitrust of
which Mr. Polak is the sole trustee.
(7) Excludes 1,370,994 shares of Common Stock owned by entities affiliated with
Allen Holding Inc. of which Mr. Scaturro is an Executive Vice President and
Managing Director. Also excludes 8,100 shares of Common Stock owned by the
Philip Scaturro Foundation, of which Mr. Scaturro is President, Treasurer
and Trustee. Mr. Scaturro disclaims beneficial ownership of all such
shares.
(8) Includes 1,132 shares of Common Stock owned by Palmer Service Corporation,
of which Mr. Shane is President.
(9) Includes 20,000 shares for which Mr. Siegel shares voting and investment
power with his wife; and excludes 37,492 shares for which Mr. Siegel's wife
has sole voting and investment power.
APPROVAL OF THE UAM 1994 STOCK OPTION PLAN
The Board has adopted and recommends that the stockholders approve the
United Asset Management Corporation 1994 Stock Option Plan (the "1994 Plan").
The 1994 Plan has been adopted to ensure that an adequate number of option
shares are available to provide appropriate incentives to key employees and
other persons who provide significant services to UAM and its thirty-nine
affiliated firms. The future success of an institutional investment management
organization such as UAM is highly dependent on the retention and continuing
motivation of the key professionals and administrative staff who work in the
operating firms and the parent company corporate offices or perform other key
services for the Company. The Company has found that an active program of
awarding stock options to those key employees and other persons has been, and
management believes will continue to be, an important component of their
compensation arrangements in a manner that will directly associate their
interests with those of the stockholders of the Company.
The Company currently has only 517,223 shares available for future option
grants under all existing plans. The Company believes that additional option
shares should be made available to give the Company maximum flexibility in
providing appropriate incentives to key personnel. If approved at the Meeting,
the 1994 Plan and the 1994 Directors Plan (described below) will supersede all
existing company stock option plans. Upon stockholder approval, 2,900,000 shares
of Common Stock will become available under the 1994 Plan, and 300,000 shares
will become available under the 1994 Directors Plan.
9
<PAGE> 12
Because certain directors of the Company are employees of the Company or
its subsidiaries, such directors, as well as the executive officers identified
on pages 1 and 3 above and other key employees and service providers, will be
eligible to participate in the 1994 Plan and may be granted options thereunder.
MATERIAL FEATURES OF THE 1994 PLAN
The 1994 Plan provides for the granting of Incentive Stock Options ("ISOs")
and Non-Incentive Stock Options ("NISOs") to purchase shares of Common Stock,
$.01 par value ("Common Stock"). The 1994 Plan also provides for the granting of
"approved" options to employees working in the United Kingdom ("U.K. Options").
Under the 1994 Plan ISOs, NISOs and U.K. Options may be granted for the purchase
of up to an aggregate of 2,900,000 shares of the Common Stock. The closing price
of the Common Stock as reported by the New York Stock Exchange on March 16, 1994
was $40.00 per share.
The general purpose of the 1994 Plan is to encourage employees who have
substantial responsibility for the Company's (including affiliated firms)
management and growth to maintain their employment and to increase their
proprietary interest in the success of the Company and to motivate other
individuals who provide important services to the Company. All executive
officers and other key employees of the Company and its subsidiaries, as well as
non-employees who provide important services to the Company (all such
individuals hereinafter "Employees"), are eligible to participate in the 1994
Plan. At present, the Company and its subsidiaries have approximately 300 such
employees (including the Executive Officers) who are eligible to participate in
the 1994 Plan.
The 1994 Plan and the grant of options thereunder will be administered by
the Compensation Committee of the Board of Directors consisting of not less than
three directors who are both "disinterested," as that term is defined in Rule
16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the
"Exchange Act") and "outside," as that term is defined in proposed regulations
relating to Section 162(m) of the Internal Revenue Code of 1986, as amended (the
"Code").
The Compensation Committee will have the power to determine which Employees
will be granted options under the Plan, whether such options will be ISOs, NISOs
or U.K. Options (subject in each case to applicable legal restrictions), the
number of shares of Common Stock covered by, and the duration of, each option so
granted under the 1994 Plan, and other terms and conditions applicable to each
option so granted under the 1994 Plan. These determinations are made at the time
the option is granted. The Compensation Committee will also be authorized to
interpret the 1994 Plan and prescribe rules and regulations relating to the 1994
Plan. In selecting the Employees to whom options will be granted and in deciding
how many shares will be subject to each option, the Compensation Committee will
consider, among other relevant factors, the importance of an Employee's duties,
the Employee's experience with the Company or a subsidiary of the Company, the
Employee's future value to the Company or a subsidiary of the Company, and the
Employee's present and potential contribution to the success of the Company and
its subsidiaries.
In accordance with Code Section 162(m), a public company may not deduct
certain executives' compensation in excess of $1 million per individual unless
such compensation is performance-based. Options are deemed performance-based
only to the extent that, among other things, the plan to which they relate
specifies the maximum number of options which may be granted to any Employee
during a specified period of time. Accordingly, the 1994 Plan indicates that the
maximum number of options which may be granted to an Employee in any calendar
year is 100,000.
The price at which shares of Common Stock may be purchased upon the
exercise of options granted under the 1994 Plan also will be determined by the
Compensation Committee at the time the option is granted within certain
parameters. In the case of ISOs and U.K. Options, the exercise price per share
may not be less than the fair market value of a share of Common Stock on the
date the option is granted, or, in the case of an ISO granted to an employee who
owns over 10% of the Common Stock at the time of grant, the exercise price per
share may not be less than 110% of such fair market value. A non-employee may
not be granted ISOs or U.K. Options under the 1994 Plan. The exercise price per
share for NISOs granted to key Employees may not be less than 50% of the fair
market value of a share of Common Stock on the date of grant, except that the
exercise price per share of a NISO granted to a Covered Employee may not be less
than 100% of the fair
10
<PAGE> 13
market value of a share of Common Stock on the grant date. The term "Covered
Employee" includes the chief executive officer of UAM at the end of any taxable
year and those individuals whose compensation is required to be disclosed in the
Proxy Statement Summary Compensation Table. No option under the 1994 Plan may be
granted with an exercise price less than the par value of the Common Stock. The
Company receives no consideration from an optionee for the grant of an option
under the 1994 Plan.
The aggregate fair market value (determined at the time the option is
granted) of the stock with respect to which ISOs are exercisable for the first
time by an individual during any calendar year under all plans of the Company
may not exceed $100,000. The aggregate fair market value (determined at the time
the option is granted) of the stock with respect to which U.K. Options are
outstanding for an individual under all plans of the Company may not exceed the
greater of (i) four times the Employee's taxable pay (for the current or
previous U.K. tax year, whichever is greater) and (ii) U.K. L100,000 sterling.
(The U.K. tax year is the twelve-month period beginning each April 6.)
In the event an option granted under the 1994 Plan expires or terminates
before it has been exercised in full, the shares of Common Stock allocable to
the unexercised portion of such option will be available for the grant of future
options under the 1994 Plan.
Any stock option granted under the 1994 Plan will be transferable only by
will or under the laws of descent and distribution. The Compensation Committee
is given discretion under the 1994 Plan to grant NISOs which the option holder
may transfer to family members, either outright or in trust. In the event that
an Employee who holds an option granted under the 1994 Plan dies before the date
of expiration of such option, such option will terminate one year following the
date of death (subject to the condition that no ISO or U.K. Option may be
exercisable after the expiration of five or ten years from its date of grant, as
applicable), and may be exercised prior to such termination by the executors or
administrators of the estate of such holder or (except for U.K. Options) by any
person to whom such option may have been transferred by will or under the laws
of descent and distribution. All options granted under the 1994 Plan to
employees will terminate no later than three months after the severance of the
employment relationship between the Company and the optionee for any reason, for
cause or without cause, other than death.
Employees who exercise options to purchase securities under the 1994 Plan
shall pay cash in the full amount of the option price at the time of exercise
and/or shall deliver other shares of Common Stock owned by the Employee with a
fair market value equal to the exercise price of the option shares to be
purchased. If, however, the Compensation Committee determines in good faith that
an exercise of an option through the delivery of shares of the Company's Common
Stock is not in the best interest of the Company, the Committee may withhold the
right to so exercise the option and require payment of the purchase price in
cash.
At the discretion of the Compensation Committee, options granted under the
1994 Plan may be made exercisable in installments which become available to the
optionee from time to time during the term of the option, and the expiration
date of each option will be determined by the Compensation Committee at the time
such option is granted. However, no ISO or U.K. Option granted under the 1994
Plan may be exercised more than ten years after the date of grant, and no ISO
granted to a person who owns over 10% of the Common Stock at the time of grant
may be exercised more than five years following the date of grant. The 1994 Plan
itself expires in 2004.
The aggregate number and kind of shares reserved under the 1994 Plan, the
number of shares as to which options have been granted to any individuals, and
the option prices per share shall be appropriately adjusted by the Board of
Directors of the Company (with the advice of the Company's auditors and the
consent of the Board of Inland Revenue, in the case of shares with respect to
which U.K. Options are outstanding) in the event of any recapitalization, stock
split, stock dividend, combination of shares, or other similar change in the
capitalization of the Company, but no adjustment in any option price shall be
made which would reduce the option price to less than the par value per share.
In the event of a dissolution, liquidation, merger, consolidation or
reorganization of the Company, the Board may decide to terminate each
outstanding option as of the date of such event, and if it does so, shall
suspend the exercise of all outstanding options a reasonable time prior to any
such event upon fourteen days advance notice of such suspension to each optionee
so as to permit exercise of outstanding options prior to such suspension.
11
<PAGE> 14
The Compensation Committee may also grant NISOs which in one or more
respects do not meet the requirements for ISOs established by Section 422 of the
Code. Options which otherwise qualify as ISOs may be issued as NISOs under the
1994 Plan, if the option so specifies at the time of the grant. Subject to the
terms of the 1994 Plan, the Compensation Committee, in its sole discretion, may
establish the terms and conditions for each NISO which it grants.
Within certain limits, the Board has the right to alter, amend or revoke
the 1994 Plan. The Board may not, however, without the approval of the
shareholders, alter or amend the Plan to increase the maximum number of shares
of Common Stock that may be issued under the 1994 Plan; materially increase the
benefits accruing to participants under the 1994 Plan; or materially modify the
requirements as to eligibility for participation in the 1994 Plan.
U.K. OPTIONS
The 1994 Plan provides for the granting of "approved" options to Employees
of the Company or its subsidiaries who are subject to income tax laws of the
United Kingdom. U.K. Options will be subject to certain additional terms as
required by Sections 185-187 and Schedule 9 of the Taxes Act 1988. U.K. Options
shall be granted only to Employees who are required to work at least 20 hours
per week for the Company or its subsidiaries (25 hours per week, in the case of
Employees who are also directors of the Company or its subsidiaries). U.K.
Options shall not be granted to any Employee who at the time of the grant would
hold outstanding U.K. Options under all plans of the Company to purchase shares
of the Common Stock with a value in excess of that described in the preceding
section on page 11. The Company expects that the Board of Inland Revenue of the
United Kingdom will approve the portions of the 1994 Plan under which the U.K.
Options will be granted, and thus the U.K. Options are expected to provide
significant U.K. income tax benefits to Employees who receive and exercise such
options.
U.S. INCOME TAX ASPECTS OF STOCK OPTIONS
The rules governing the tax treatment of options and stock acquired upon
the exercise of options are quite technical. Therefore, the description of tax
consequences set forth below is necessarily general in nature and does not
purport to be complete. Moreover, statutory provisions are subject to change, as
are their interpretations, and their application may vary in individual
circumstances. Finally, the tax consequences under applicable state and local
income tax laws may not be the same as under the federal income tax laws.
ISOs granted pursuant to the 1994 Plan are intended to qualify as
"Incentive Stock Options" within the meaning of Section 422 of the Code. If the
participant makes no disposition of the shares acquired pursuant to exercise of
an ISO within one year after the transfer of shares to such participant and
within two years from grant of the option, such participant will realize no
taxable income as a result of the grant or exercise of such option; any gain or
loss that is subsequently realized will be treated as long-term capital gain or
loss, as the case may be. Under these circumstances, the Company will not be
entitled to a deduction for federal income tax purposes with respect to either
the issuance of such incentive options or the transfer of shares upon their
exercise. Under current law, long-term capital gain is taxed at a maximum rate
of 28%.
If shares subject to ISOs are disposed of prior to the expiration of the
above time periods, the participant will recognize ordinary income in the year
in which the disqualifying disposition occurs, the amount of which will
generally be the lesser of (i) the excess of the market value of the shares on
the date of exercise over the option price, or (ii) the gain recognized on such
disposition. Such amount will ordinarily be deductible by the Company for
federal income tax purposes in the same year, provided that the Company
satisfies certain federal income tax withholding requirements. In addition, the
excess, if any, of the amount realized on a disqualifying disposition over the
market value of the shares on the date of exercise will be treated as capital
gain.
A participant who acquires shares by exercise of a NISO generally
recognizes as taxable ordinary income, at the time of exercise, the difference
between the exercise price and the fair market value of the shares on the date
of exercise. The amount of the participant's taxable income will ordinarily be
deductible by the Company in the same year in which the participant recognizes
the taxable income, provided that the Company satisfies
12
<PAGE> 15
certain federal income tax withholding requirements and subject to the
requirements of Section 162(m) with respect to Covered Employees described
above.
<TABLE>
BENEFITS UNDER SUPERSEDED PLANS
As a result of the discretionary nature of the 1994 Plan, it is not
possible to determine who the participants in such Plan will be, or the number
of options or other awards to be received by any person or group under such
Plan. If approved by the stockholders, however, the 1994 Plan and the 1994
Directors Plan, described below, will supersede the Company's existing stock
option plans. The following table sets forth information with respect to the
grant of options under such superseded plans to the executive officers named in
the Summary Compensation Table (the "Executive Officers"), to all current
executive officers as a group, to all non-executive directors as a group, and to
all other employees as a group, during the last fiscal year.
<CAPTION>
VALUE OF
UNEXERCISED
IN-THE-MONEY
OPTIONS ON
NUMBER MARCH 22, 1994
NAME AND POSITION OF UNITS ($)(1)
- ------------------------------------------------------------- --------- --------------
<S> <C> <C>
Norton H. Reamer............................................. 27,700 252,763
President and Director
John F. McNamara............................................. 50,000 456,250
Executive Vice President and Director
William H. Park.............................................. 15,200 138,700
Senior Vice President and Treasurer
Franklin H. Kettle........................................... 13,200 120,450
Senior Vice President
William B. Budd.............................................. 13,200 120,450
Senior Vice President
All current Executive Officers as a Group (5 persons)........ 119,300 1,088,613
Non-Executive Director Group (11 persons).................... 18,000 --
Non-Executive Officer Employee Group......................... 664,879 4,608,944
- ---------------
<FN>
(1) An "In-the-Money" option is an option for which the option price of the
underlying stock is less than the March 22, 1994 market price; the value
shown reflects stock market appreciation since the date of the granting of
the option.
</TABLE>
Each nominee for director received the following option grants in 1993: Mr.
Reamer, 27,700 shares; Mr. McNamara, 50,000 shares; each of Messrs. Greenebaum,
Light, Russell, Scaturro, Shane, and Ms. Thomas, 3,000 shares; Mr. Lieb, 6,000
shares. No options were granted to any of Messrs. Englander, Perlmutter or
Rudman in 1993.
VOTE REQUIRED FOR APPROVAL
Adoption of the UAM 1994 Stock Option Plan requires the affirmative vote of
the holders of a majority of the shares of Common Stock present or represented
at the Meeting and entitled to vote thereon, provided that the number of votes
cast for and against the 1994 Plan must exceed 50% of the number of shares
entitled to vote thereon. See "Quorum and Voting Procedures" on page 18. The
shares represented by the proxies solicited by the Board of Directors will be
voted for the approval of the 1994 Plan unless a contrary choice is specifically
indicated. The Board of Directors recommends a vote FOR approval of the UAM 1994
Stock Option Plan.
APPROVAL OF THE UAM 1994 ELIGIBLE DIRECTORS STOCK OPTION PLAN
The Board has adopted and recommends that the stockholders approve the
United Asset Management Corporation 1994 Eligible Directors Stock Option Plan
(the "1994 Directors Plan"). Like the Company's existing director stock option
plans, all of which will be superseded upon approval of the stock option plans
to
13
<PAGE> 16
be considered at the Meeting, the 1994 Directors Plan provides for annual
automatic grants of options to Eligible Directors (as defined below). Regular
Option grants under the new plan will cover 5,000 shares rather the 3,000 shares
available under existing plans. These options will be exerciseable at a price
equal to the fair market value of the underlying stock on the date of grant and
are provided to attract, retain, and incent directors and to promote a strong
identity of interests among the Company, the directors and the stockholders.
The 1994 Directors Plan also incorporates a new feature which will allow
any Eligible Director to waive all or part of his or her annual cash retainer
fee and receive instead an option, the exercise price for which will be
discounted 25% from market. The aggregate discount in the exercise price for
these options will be equal to the cash retainer waived. The Company will
receive the benefit of greater equity investment by its directors while saving
the cash otherwise payable for fees. The Company believes that this aspect of
the 1994 Directors Plan will encourage directors to make greater equity
investment in UAM.
MATERIAL FEATURES OF THE 1994 DIRECTORS PLAN
The 1994 Directors Plan provides for the granting of non-incentive stock
options ("NISOs") to purchase up to an aggregate of 300,000 shares of Common
Stock. The closing price of Common Stock as reported by the New York Stock
Exchange on March 16, 1994 was $40.00 per share.
The 1994 Directors Plan and the grant of options thereunder are intended to
be self-governing. To this end, the 1994 Directors Plan requires no
discretionary action by any administrative body, although the Compensation
Committee will be authorized to interpret any issues arising under the 1994
Directors Plan.
The 1994 Directors Plan covers only directors of the Company who are not
officers or employees of the Company or its subsidiaries and who are not
eligible to participate in any Company stock-related plan ("Eligible
Directors"). Currently there are six Eligible Directors on UAM's Board of
Directors.
REGULAR OPTIONS
Each Eligible Director then serving as a director will automatically be
granted NISOs for 5,000 shares of Common Stock on the 30th day following the
Annual Meeting in each of the years during the term of the 1994 Directors Plan.
Shares may be purchased under these options at the fair market value on the date
of grant. The total number of shares underlying options automatically granted
each year to the Eligible Directors as a group will be 30,000, assuming that the
Company continues to have six Eligible Directors.
DISCOUNTED OPTIONS
Eligible Directors will be entitled, on a semi-annual basis, to elect to
receive discounted options in lieu of all or any portion of the annual retainer
fee payable to them with respect to such six-month period. The election must be
made in advance of the applicable six-month period and is irrevocable with
respect to such period.
Discounted options granted to an Eligible Director for a six-month period
will be exercisable at a discounted price of 75% of the market value of the
Common Stock on the grant date. The number of shares of Common Stock under
option will equal the amount of the cash retainer fee divided by 25% of the
market value of the Common Stock on the date of grant. The operation of the
formula can be illustrated as follows: if a director elects to receive a
discounted stock option in lieu of all of his semi-annual retainer fee
(currently, $10,000) and UAM's stock price is $42 on the grant date, he will be
granted an option to purchase 952 shares of Common Stock ($10,000 divided by
$10.50) at $31.50 per share. A discounted option may be granted only with
respect to the directors' retainer fees and not in lieu of fees paid for
attendance at meetings of the Board of Directors or any committee thereof or any
expenses of the directors which the Company reimburses.
Because each Eligible Director will have the discretion under the 1994
Directors Plan to elect whether to receive discounted options in lieu of
receiving the directors' annual retainer in cash, and because the number of
shares under option is a function of the stock price on the date of grant, it is
not possible to determine in advance the total number of options to be received
by any person or group, or the benefits or amounts that will be received by
certain persons or groups under such Plan. See section captioned "APPROVAL OF
THE
14
<PAGE> 17
UAM 1994 STOCK OPTION PLAN" -- Benefits Under Superseded Plans on page 13 for
information regarding options granted to Eligible Directors in 1993.
EXERCISE OF OPTIONS
Options granted to Eligible Directors will be exercisable in full
immediately, in the case of discounted options granted in lieu of consideration,
and beginning six months after the date of grant, in the case of automatic
options. Both types of options will expire after five years. The Plan itself
expires in 2004.
Eligible Directors who exercise options to purchase Common Stock under the
1994 Directors Plan may pay cash in the full amount of the option price at the
time of exercise and/or deliver other shares of Common Stock owned by the
Eligible Director with a fair market value equal to the exercise price of the
option shares to be purchased. The Company receives no consideration from an
optionee for a grant of an option under the 1994 Directors Plan.
Options granted under the 1994 Directors Plan cease to be exercisable six
months after an Eligible Director ceases to be a director for any reason other
than death. In the event of an Eligible Director's death, his outstanding
options (whether exercisable or not on the date of death) may be exercised
within twelve months after such date (subject to the condition that no such
option may be exercised after the expiration of five years from its date of
grant) by the executors or administrators of his estate or by any person to whom
such option may have been transferred by will or under the laws of descent and
distribution.
In the event an option granted under the 1994 Directors Plan expires or
terminates before it has been exercised in full, the shares of Common Stock
allocable to the unexercised portion of such option will be available for the
grant of future options under the 1994 Directors Plan.
Any stock option granted under the 1994 Directors Plan will be transferable
only by will or the laws of descent and distribution.
The aggregate number and kind of shares reserved under the 1994 Directors
Plan, the number of shares as to which options have been granted to any
individuals, and the option prices per share shall be appropriately adjusted by
the Board of Directors of the Company in the event of any recapitalization,
stock split, stock dividend, combination of shares, or other similar change in
the capitalization of the Company, but no adjustment in any option price shall
be made which would reduce the option price to less than the par value per
share. In the event of a dissolution, liquidation, merger, consolidation or
reorganization of the Company, the Board may decide to terminate each
outstanding option as of the date of such event, and if it does so, shall
suspend the exercise of all outstanding options a reasonable time prior to any
such event upon fourteen days advance notice of such suspension to each optionee
so as to permit exercise of outstanding options prior to such suspension.
Within certain limits, the Board has the right to alter, amend or revoke
the 1994 Directors Plan. The Board may not, however, without the approval of the
shareholders, alter or amend the Plan to increase the maximum number of shares
of Common Stock that may be issued under the 1994 Directors Plan; materially
increase the benefits accruing to participants under the 1994 Directors Plan; or
materially modify the requirements as to eligibility for participation in the
1994 Directors Plan. No action which would amend the 1994 Directors Plan to
change the amount, timing or price of the option grants may be made more often
than once every six months, except to comport with certain tax and other
regulatory requirements.
FEDERAL TAX MATTERS
Directors are not required to recognize income upon the grant of options
under the 1994 Directors Plan at any time before the exercise of the option or a
portion thereof. When an optionee exercises an option or portion thereof, the
optionee is required to recognize compensation taxable as ordinary income in an
amount equal to the excess of the fair market value of the Common Stock on the
exercise date over the exercise price of the option, and the Company is then
entitled to a corresponding deduction.
15
<PAGE> 18
VOTE REQUIRED FOR APPROVAL
Adoption of the UAM 1994 Eligible Directors Stock Option Plan requires the
affirmative vote of the holders of a majority of the outstanding shares of
Common Stock present or represented at the Meeting and entitled to vote thereon,
provided that the number of votes cast for or against the UAM 1994 Eligible
Directors Stock Option Plan must exceed 50% of the number of shares entitled to
vote thereon. See "Quorum and Voting Procedures" on page 18. The shares
represented by proxies solicited by the Board of Directors will be voted for the
approval of the UAM 1994 Eligible Directors Stock Option Plan unless a contrary
choice is indicated. The Board of Directors recommends a vote FOR approval of
the UAM 1994 Eligible Directors Stock Option Plan.
APPROVAL OF COMPENSATION ARRANGEMENTS FOR CERTAIN
EXECUTIVE OFFICERS FOR PURPOSES OF CODE SECTION 162(M)
Under applicable provisions of The Revenue Reconciliation Act of 1993,
public companies are not allowed to deduct for income tax purposes annual
compensation paid to certain executive officers in excess of $1,000,000 per
executive unless such excess is paid pursuant to an arrangement tied to
performance and approved by stockholders. Under a bonus arrangement used by
UAM's Compensation Committee for the past several years, it is possible that the
total compensation payable to Messrs. Reamer and McNamara will exceed such
limitation. In order to ensure the full deductibility of compensation paid to
such officers, the Company is seeking stockholder approval of such arrangement.
Discretionary bonuses under the arrangement would be made in the manner
described in the Compensation Committee Report beginning on page 5 above. The
cash bonus for each individual would be calculated by multiplying (i) the excess
of the Company's Operating Cash Flow per share for each fiscal quarter in the
year for which the bonus is being calculated over $.25 by (ii) a factor of
$150,000 for Mr. Reamer and a factor of $120,000 for Mr. McNamara. The
Compensation Committee will certify in writing after the end of each fiscal year
whether and to what extent the performance goal for the prior year has been met
and award the appropriate cash bonus to Messrs. Reamer and McNamara. The
Compensation Committee has the discretion to reduce the amount of the bonus
awarded to either individual, or to award bonuses on some other basis, if the
Committee determines such action is appropriate, given the circumstances. If,
however, a bonus is awarded based on some other arrangement that has not been
approved by the stockholders, the Company would not be allowed to deduct for tax
purposes any payments in excess of the limitation. The cash bonuses earned by
Messrs. Reamer and McNamara in the fiscal year ending December 31, 1993 are
listed in the Summary Compensation Table on page 4.
VOTE REQUIRED
Approval of the compensation arrangements described above for purposes of
Code Section 162(m) requires the affirmative vote of the holders of at least a
majority of the shares of Common Stock present or represented at the meeting and
voting thereon. See "Quorum and Voting Procedures" on page 18. The Board of
Directors recommends a vote FOR approval of such compensation. Unless there is a
change in the material terms of the arrangements, including a change in the
performance goals or the payment formula, such compensation arrangements will
not be resubmitted to the stockholders for another vote for five years.
APPROVAL OF AMENDMENT TO AND RESTATEMENT OF THE RESTATED CERTIFICATE
OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES
The Board of Directors has determined that it is advisable to increase the
Company's authorized Common Stock from 50,000,000 shares to 200,000,000 shares,
and has voted to recommend that the stockholders adopt an amendment and
restatement of the Company's Restated Certificate of Incorporation (the
"Restated Certificate") effecting the proposed increase.
As of March 16, 1994, 28,209,939 shares of Common Stock were issued and
outstanding and an additional 7,367,513 shares were reserved for issuance upon
the exercise of warrants issued in connection with
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<PAGE> 19
acquisitions and options granted under the Company's various stock option plans.
If the 1994 Plan and 1994 Directors Plan are approved by the stockholders at
this Meeting, an additional 3,200,000 shares of Common Stock will be reserved
for issuance thereunder. Accordingly, only a total of approximately 11,220,000
shares of Common Stock would be available for future issuance.
The Board of Directors believes it to be in the best interests of the
Company to authorize additional shares of Common Stock in order to provide
flexibility for corporate action in the future. The Board of Directors also
believes that the availability of such additional shares will help the Company
attract and retain talented employees through the grant of stock options and
other stock-based incentives. The Board of Directors further believes that the
availability of additional authorized shares for issuance from time to time in
the Board's discretion in connection with possible stock splits or dividends,
future financings, investment opportunities or for other corporate purposes is
desirable in order to avoid repeated separate amendments to the Restated
Certificate and the delay and expense incurred in holding special meetings of
stockholders to approve such amendments. The Company typically issues shares of
its Common Stock or warrants exercisable for such Common Stock as partial or
full consideration for its acquisition of investment advisory firms. In
connection with its acquisitions of investment advisers in 1993, UAM issued
approximately 3,700,000 shares of its Common Stock and warrants exercisable for
an additional 370,000 shares of its Common Stock. It anticipates a continuing
need for Common Stock for future acquisitions.
The shares of Common Stock proposed to be authorized will be available for
issuance at such times and for such corporate purposes as the Board of Directors
may deem advisable without further action by the Company's stockholders, except
as may be required by applicable laws or the rules of the New York Stock
Exchange or any stock exchange or national securities trading system on which
the Company's shares may be listed or traded. The Company's management has no
arrangements, agreements, understandings or plans at the present time for the
issuance or use of additional shares of Common Stock proposed to be authorized,
except for a general intention to use such shares in its ongoing strategy of
acquisitions. Upon issuance, such shares would have the same rights as the
outstanding shares of Common Stock. Holders of Common Stock do not have
preemptive rights to subscribe for or purchase any part of any new or additional
shares of the Company's capital stock which may be issued in the future.
The proposed increase in the number of authorized shares of Common Stock
could be considered to be "anti-takeover" in nature if unreserved shares were
issued under circumstances intended to discourage or make difficult an attempt
by a person or organization to gain control of the Company. The Board of
Directors does not, however, view the proposed increase as part of an
"anti-takeover" strategy and does not presently intend to propose at future
meetings of the stockholders other measures that could be considered "anti-
takeover" in nature. The issuance of additional shares of Common Stock may have
a dilutive effect on earnings per share and, for a person who does not purchase
additional shares to maintain his or her pro rata interest, on a stockholder's
percentage voting power.
The affirmative vote of the holders of a majority of the outstanding shares
of Common Stock entitled to vote thereon is required to amend and restate the
Restated Certificate to increase the authorized number of shares of Common
Stock. The shares represented by the proxies solicited by the Board of Directors
will be voted for the approval of this proposal unless a contrary choice is
specifically indicated. The Board of Directors recommends a vote FOR approval of
the proposal to amend and restate the Restated Certificate as set forth in
Exhibit A.
SELECTION OF INDEPENDENT ACCOUNTANTS
Upon the recommendation of its Audit Committee, the Board of Directors has
selected the firm of Price Waterhouse as independent accountants of the Company
for the year ending December 31, 1994, subject to ratification by vote of the
holders of a majority of the shares of Common Stock voting thereon at the Annual
Meeting. A representative of Price Waterhouse, which served as independent
accountants for 1993, is expected to be present at the Meeting, with the
opportunity to make a statement if he or she desires to do so, and to be
available to respond to appropriate questions.
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The persons named as proxies in the accompanying form of Proxy intend
(unless specific contrary instructions are given) to vote for ratification of
the selection of Price Waterhouse as independent accountants for the 1994 fiscal
year.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1995 Annual
Meeting of Stockholders must be received by the Company at its offices at One
International Place, Boston, Massachusetts 02110 no later than December 5, 1994
in order to be considered for inclusion in the Proxy Statement and form of Proxy
relating to that meeting.
QUORUM AND VOTING PROCEDURES
The By-laws of the Company (the "By-laws") provide that a majority of the
shares of Common Stock issued and outstanding and entitled to vote, present in
person or by proxy, shall constitute a quorum at a meeting of stockholders of
the Company. Shares of Common Stock represented by a properly signed and
returned proxy are considered as present at the Meeting for purposes of
determining a quorum. Abstentions are counted as present for purposes of
determining the existence of a quorum.
Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from the owners. If specific
instructions are not received, however, brokers may vote these shares in their
discretion, depending on the type of proposal involved. However, the New York
Stock Exchange can preclude brokers from exercising their voting discretion on
certain proposals. Absent specific instructions from the beneficial owner in
such case, the broker may not vote on that proposal. This results in what is
known as a "broker non-vote" on such a proposal. In the event of a broker
non-vote with respect to any issue coming before the Meeting, the Proxy will
nonetheless be counted as present for purposes of determining the existence of a
quorum. The effect of broker non-votes on each agenda item is described below.
Pursuant to the By-laws, directors of the Company shall be elected by a
plurality vote. All other questions shall be determined by a majority of the
shares present or represented at the Meeting and entitled to vote thereon,
except as may otherwise be provided in the Restated Certificate, the By-laws, or
by law.
The vote required for the election of directors is the affirmative vote of
a plurality of the shares present or represented at the Meeting and entitled to
vote thereon. Unless authority to vote for any director is withheld in the
Proxy, votes will be cast in favor of election of the nominees listed herein.
Votes withheld from election of directors will be excluded entirely from the
vote.
The vote required for approval of the 1994 Plan and the 1994 Directors Plan
is the affirmative vote of a majority of the shares of Common Stock present or
represented at the Meeting and entitled to vote thereon. Abstentions will count
as shares present or represented at the Meeting and will, therefore, be included
in determining whether the required vote has been received and effectively count
as a vote "against" approval. Broker non-votes, on the other hand, will not be
deemed to be present for purposes of determining the total number of shares of
which a majority is required for approval and will have no effect on the
outcome. Brokers have discretionary authority to vote on the 1994 Directors Plan
but not on the 1994 Plan.
The vote required for approval of the Compensation Arrangements for Certain
Executive Officers is the affirmative vote of a majority of the shares of Common
Stock present or represented at the Meeting and voting thereon. Neither
abstentions as to this proposal nor broker non-votes will count as votes cast
"for" or "against" this proposal and accordingly, they will not be included in
calculating the number of votes necessary for approval of this proposal. Brokers
have discretionary authority to vote on this proposal.
The vote required for the amendment and restatement of the Restated
Certificate is a majority of the outstanding shares of Common Stock entitled to
vote thereon. Every share that does not vote in favor of the amendment to and
restatement of the Restated Certificate, including abstentions, broker
non-votes, and other unvoted shares, will have the same effect as a vote
"against" the amendment. Brokers have discretionary authority to vote on this
proposal.
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<PAGE> 21
If a properly signed Proxy is returned to the Company by a stockholder of
record and is not marked, it will be voted in accordance with the Board's
recommendations on all proposals.
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than that shown above. However, if any other
proper business should come before the Meeting, it is the intention of the
persons named in the enclosed form of Proxy to vote the Proxies in respect to
any such business in accordance with their best judgment. Matters with respect
to which the enclosed form of Proxy confers such discretionary authority are as
follows: (i) matters which the Board of Directors does not know of a reasonable
time before the mailing of this Proxy Statement are to be presented at the
annual meeting; (ii) approval of the minutes of the prior meeting of
stockholders, such approval not constituting ratification of the action taken at
such meeting; (iii) election of any person as a director if any of the nominees
named herein is unable to serve or for good cause will not serve; and (iv)
matters incident to the conduct of the meeting.
Any stockholder giving a Proxy in the accompanying form retains the power
to revoke it, by appropriate written notice to the Secretary of the Company or
by the giving of a later dated Proxy, at any time prior to the exercise of the
powers conferred thereby. Attendance in person at the Meeting will not itself be
deemed to revoke a Proxy unless the stockholder gives an affirmative notice at
the Meeting that the stockholder intends to revoke the Proxy and to vote in
person.
The shares represented by the Proxy will be voted as directed by the
stockholder giving the Proxy.
IF NO CONTRARY INSTRUCTIONS ARE GIVEN, THE PROXY WILL BE VOTED (1) TO FIX THE
NUMBER OF DIRECTORS AT TWELVE AND TO ELECT THE PERSONS NAMED UNDER "ELECTION OF
DIRECTORS"; (2) TO APPROVE THE UAM 1994 STOCK OPTION PLAN; (3) TO APPROVE THE
UAM 1994 ELIGIBLE DIRECTORS STOCK OPTION PLAN; (4) TO APPROVE THE COMPENSATION
ARRANGEMENTS FOR CERTAIN EXECUTIVE OFFICERS; (5) TO AMEND AND RESTATE THE
COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO INCREASE AUTHORIZED CAPITAL;
(6) TO APPROVE THE SELECTION OF PRICE WATERHOUSE AS INDEPENDENT ACCOUNTANTS FOR
1994; AND (7) IN THE DISCRETION OF THE PROXYHOLDER AS TO ANY OTHER MATTERS WHICH
MAY PROPERLY COME BEFORE THE MEETING.
OTHER MATTERS
The cost of preparing, assembling and mailing the proxy material will be
borne by the Company. In addition to the use of the mails, certain officers and
regular employees of the Company, without additional compensation, may use their
personal efforts, by telephone or otherwise, to obtain Proxies. The Company will
also request brokerage houses, custodians, nominees and fiduciaries to forward
copies of the proxy material to those persons for whom they hold shares and to
request instructions for voting the Proxies. The Company will reimburse such
brokerage houses and other persons for their reasonable expenses in connection
therewith.
JOHN C. VINCENT, JR.
Secretary
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<PAGE> 22
EXHIBIT A
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 4, 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 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.
14. 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
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<PAGE> 23
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 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 day of May, 1994.
UNITED ASSET MANAGEMENT CORPORATION
By: ................................
NORTON H. REAMER, PRESIDENT
ATTEST:
By: ................................
JOHN C. VINCENT, JR.,
SECRETARY
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PROXY
UNITED ASSET MANAGEMENT CORPORATION
MEETING OF STOCKHOLDERS - MAY 19, 1994
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF UNITED ASSET MANAGEMENT CORPORATION
The undersigned stockholder in United Asset Management Corporation (the
"Company") hereby appoints Norton H. Reamer, John F. McNamara, and William H.
Park, and each of them, attorneys, agents and proxies, with power of
substitution to each, to vote all shares of Common Stock that the undersigned
is entitled to vote at the Annual Meeting of Stockholders of the Company to be
held at the Boston Harbor Hotel, 70 Rowes Wharf, Boston, Massachusetts on May
19, 1994 at 9:30 a.m., Eastern Daylight Savings Time, and any adjournments
thereof.
Also to vote and act upon any other business which may properly come
before the meeting or any adjournment thereof.
The shares represented by this proxy will be voted as directed by the
undersigned.
IF NO CONTRARY INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE
NOMINEES FOR DIRECTORS LISTED ON THE REVERSE SIDE AND IN FAVOR OF PROPOSALS
2, 3, 4, 5 AND 6. -----------
SEE REVERSE
(PLEASE SIGN AND DATE ON REVERSE) SIDE
-----------
<PAGE> 25
/ X / PLEASE MARK
VOTES AS IN
THIS EXAMPLE.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C> <C>
1. To fix the number of persons constituting the full 2. To approve the UAM 1994 Stock / / / / / /
Board of Directors at twelve and to elect the following Option Plan.
nominees as Directors: Richard A. Englander, Robert J. Greenebaum,
Mark A. Lieb, Jay O. Light, John F. McNamara, Norman Perlmutter, 3. To approve the UAM 1994 / / / / / /
Norton H. Reamer, Edward I. Rudman, David I. Russell, Eligible Directors Stock
Philip Scaturro, John A. Shane and Barbara S. Thomas. Option Plan.
4. To approve the compensation / / / / / /
FOR / / WITHHELD / / MARK HERE / / arrangements for certain
all from all IF YOU PLAN executive officers as described
nominees nominees TO ATTEND in the Company's Proxy Statement.
THE MEETING
5. To amend and restate the / / / / / /
MARK HERE / / Company's Restated Certificate
FOR ADDRESS of Incorporation to increase
/ / CHANGE AND the number of authorized
____________________ NOTE BELOW shares of Common Stock, par
FOR all nominees except as noted. value $.01 per share, from
(To withhold authority to vote for any individual nominee, 50,000,000 to 200,000,000.
print the nominee's name(s) above.)
6. To approve the selection of / / / / / /
Price Waterhouse as independent
accountants of the Company
for the current fiscal year
ending December 31, 1994.
Please sign exactly as your name is printed hereon. When signing as
attorney-in-fact, executor, administrator, trustee or guardian,
please give title.
Signature: ________________________________ Date ___________________
Signature: ________________________________ Date ___________________
</TABLE>
