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Registration No. 33-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UNITED ASSET MANAGEMENT CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 04-2714625
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One International Place
Boston, Massachusetts 02110
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(Address of principal executive offices)(Zip code)
UNITED ASSET MANAGEMENT CORPORATION 1994 STOCK OPTION PLAN
UNITED ASSET MANAGEMENT CORPORATION
1994 ELIGIBLE DIRECTORS STOCK OPTION PLAN
(Full title of the plans)
William H. Park, Senior Vice President
United Asset Management Corporation
One International Place
Boston, Massachusetts 02110
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(Name and address of agent for service)
(617) 330-8900
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(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
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
maximum maximum
Title of offering aggregate Amount of
securities to Amount to be price offering registration
be registered registered per unit* price* fee
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Common Stock 3,200,000 $35.375 $113,200,000 $39,034.42
($.01 par value)
* 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 June 17,
1994.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The documents listed below are incorporated by reference herein: (a) the
Annual Report on Form 10-K of United Asset Management Corporation (the
"Company") for the year ended December 31, 1993; (b) the Company's Quarterly
Report on Form 10-Q for the quarter ended March 31, 1994; and (c) the
description of the Company's capital stock contained in its Registration
Statement under Section 12(g) of the Securities Exchange Act of 1934 on Form
8-A, filed on July 22, 1986, including any amendment or report filed for the
purpose of updating such description. All reports and other documents filed by
the Company after the date hereof pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold, or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from the
date of the filing of such report or document.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters relating to the shares of Common Stock, $.01 par
value, of the Company to be issued pursuant to the United Asset Management
Corporation 1994 Stock Option Plan and the United Asset Management Corporation
1994 Eligible Directors Stock Option Plan have been passed upon for the Company
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.
The financial statements incorporated in this registration statement by
reference to the Annual Report on Form 10-K of the Company for the year ended
December 31, 1993 have been so incorporated in reliance on the report of Price
Waterhouse, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
Item 6. 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
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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.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
See Exhibit Index.
Item 9. 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 prospectus required by section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement;
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(iii) 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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if
the information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference 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 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.
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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-8 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 May 19,
1994.
UNITED ASSET MANAGEMENT
CORPORATION
By: William H. Park
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William H. Park, Senior
Vice President
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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-8 (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 dates indicated.
Signature Title Date
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Norton H. Reamer President (principal
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Norton H. Reamer Director May 19, 1994
William H. Park Senior Vice President
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William H. Park officer)
(principal accounting
officer) May 19, 1994
Richard A. Englander Director May 19, 1994
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Richard A. Englander
Robert J. Greenebaum Director May 19, 1994
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Robert J. Greenebaum
Mark A. Lieb Director May 19, 1994
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Mark A. Lieb
Jay O. Light Director May 19, 1994
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Jay O. Light
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John F. McNamara Executive Vice May 19, 1994
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John F. McNamara
Norman Perlmutter Director May 19, 1994
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Norman Perlmutter
Edward I. Rudman Director May 19, 1994
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Edward I. Rudman
David I. Russell Director May 19, 1994
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David I. Russell
Philip Scaturro Director May 19, 1994
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Philip Scaturro
John A. Shane Director May 19, 1994
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John A. Shane
Barbara S. Thomas Director May 19, 1994
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Barbara S. Thomas
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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
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4.1* Restated Certificate of Incorporation of the Company.
4.2 By-Laws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Company's Annual Report on Form 10-K for the year
ended December 31, 1993).
4.3 Specimen Certificate of Common Stock, $.01 par value, of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1, File No. 33-6874, filed August 22,
1986).
5* Opinion of Hill & Barlow, a Professional Corporation.
23.1* Consent of Hill & Barlow, a Professional Corporation (included in
Exhibit 5).
23.2* Consent of Price Waterhouse.
24* Power of Attorney (included above).
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Exhibit 4.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
UNITED ASSET MANAGEMENT CORPORATION
Pursuant to Section 245 of the General
Corporation Law of the State of Delaware
United Asset Management Corporation, a corporation duly organized and
existing under the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
FIRST: That the original Certificate of Incorporation was filed with the
Secretary of the State of Delaware on December 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
amendment 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
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business and to engage in any lawful act or activity for which corporations may
be organized under the General Corporation Law of Delaware.
4. AUTHORIZED STOCK: (a) The Corporation is authorized to issue two
classes of shares of capital stock to be designated, respectively, "Common
Stock" and "Preferred Stock." The total number of all such shares shall be Two
Hundred Five Million (205,000,000). The total number of shares of Common Stock
authorized to be issued shall be Two Hundred Million (200,000,000), with a par
value of one penny ($.01) per share. The total number of shares of Preferred
Stock authorized to be issued shall be Five Million (5,000,000), with a par
value of one dollar ($1.00) per share.
(b) The shares of Preferred Stock may be issued by the Board of Directors
from time to time in one or more series. The Board of Directors is hereby
authorized to establish from time to time by resolution or resolutions the
number of shares to be included in each such series, and to fix the
designations, powers, preferences and rights of the shares of each such series
and the qualifications, limitations or restrictions thereof, including but not
limited to the fixing or alteration of the dividend rights, dividend rate or
rates, conversion rights, voting rights, rights and terms of redemption
(including sinking fund provisions), the redemption price or prices, and the
liquidation preferences of any wholly unissued series of shares of Preferred
Stock, and the number of shares constituting any such series and the designation
thereof, or any or all of them; and to increase or decrease the number of shares
of any series subsequent to the issue of shares of that series, but not below
the number of shares of such series then outstanding. In case the number of
shares of any series shall be so decreased, the shares constituting such
decrease shall resume the status which they had prior to the adoption of the
resolution originally fixing the number of shares of such series.
5. The Corporation is to have perpetual existence.
6. In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors is expressly authorized:
To make, alter or repeal the by-laws of the Corporation.
7. Elections of directors need not be by written ballot unless the
by-laws of the Corporation shall so provide.
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws may provide. The books of the Corporation may be kept,
subject to any provision contained in the statutes, outside the State of
Delaware at such place or places as may be designated from time to time by the
Board of Directors or in the by-laws of the Corporation.
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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 19th day of May, 1994.
UNITED ASSET MANAGEMENT CORPORATION
By: /s/ Norton H. Reamer
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NORTON H. REAMER, President
ATTEST:
By: /s/ John C. Vincent
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JOHN C. VINCENT, JR., Secretary
ACKNOWLEDGEMENT
I, Norton H. Reamer, hereby acknowledge under penalties of perjury that the
foregoing Restated Certificate of Incorporation is the act and deed of United
Asset Management Corporation and that the facts stated therein are true.
Signed as of the 19th day of May, 1994.
/s/ Norton H. Reamer
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Norton H. Reamer
WEBE/UAM/AV5
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EXHIBIT 5
June 20, 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 a proposed offering (the
"Offering") of (i) a maximum of 2,900,000 shares of the Company's Common Stock,
$.01 par value per share, to eligible employees of the Company pursuant to the
United Asset Management Corporation 1994 Stock Option Plan (the "1994 Plan") and
(ii) a maximum of 300,000 shares of the Company's Common Stock, $.01 par value
per share (all 3,200,000 shares, the "Common Stock") to eligible directors of
the Company pursuant to the United Asset Management Corporation 1994 Eligible
Directors Plan (the "1994 Directors Plan"), both of which were adopted by the
Board of Directors of the Company on January 18, 1994 and ratified by the
stockholders of the Company on May 19, 1994. We have assisted you in the
preparation of a Registration Statement on Form S-8 (the "Registration
Statement") with respect to the Offering.
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, including the 1994 Plan and the 1994 Directors Plan,
as we have considered relevant and necessary for the opinions hereinafter set
forth.
Based on the foregoing, we express the following opinions:
1. The Common Stock has been duly authorized by all necessary corporate
action of the Company.
2. Each of the 1994 Plan and the 1994 Directors Plan have been duly
adopted by the Company.
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United Asset Management Corporation
Page Two
June 20, 1992
3. The Common Stock, upon issuance and delivery against payment as
provided in the 1994 Plan or the 1994 Directors Plan, as the case may be, will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under "Item 5. INTERESTS OF
NAMED EXPERTS AND COUNSEL." in the Registration Statement.
Very truly yours,
HILL & BARLOW,
A PROFESSIONAL CORPORATION
By: Joseph R. Ramrath
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Joseph R. Ramrath, a
member of the firm
BESC/UAM/AQ4
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[PRICE WATERHOUSE LETTERHEAD]
June 20, 1994 Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 7, 1994, which appears on
page 79 of the 1993 Annual Report to Shareholders of United Asset Management
Corporation, which is incorporated by reference in United Asset Management
Corporation's Annual Report on Form 10-K for the year ended December 31, 1993.
We also consent to the incorporation by reference of our report on the Financial
Statement Schedules, which appears on page F-1 of such Annual Report on Form
10-K. We also consent to the reference to us under the heading "Experts" in
this Registration Statement on Form S-8.
PRICE WATERHOUSE
JONR/UAM/AL1
