<PAGE>
REGISTRATION NO. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNITED ASSET MANAGEMENT CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation or organization)
04-2714625
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(I.R.S. Employer Identification No.)
One International Place
Boston, Massachusetts 02110
(617) 330-8900
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(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
William H. Park, Executive Vice President
United Asset Management Corporation
One International Place
Boston, Massachusetts 02110
(617) 330-8900
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Joseph R. Ramrath, Esq.
Hill & Barlow, a Professional Corporation
One International Place
Boston, Massachusetts 02110
(617) 428-3000
Approximate date of commencement of proposed sale to the public: December 15,
1995
<PAGE>
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------
Title of Proposed Proposed
class of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered unit * price * fee
<S> <C> <C> <C> <C>
Common Stock 105,121 $36.50 $3,836,917 $1,323.07
($.01 par value)
- -------------------------------------------------------------------------------
</TABLE>
* 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 November 15,
1995.
The registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a)
may determine.
<PAGE>
PROSPECTUS
UNITED ASSET MANAGEMENT CORPORATION
105,121 Shares of
Common Stock
(Par Value $.01 Per Share)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
An aggregate maximum of 105,121 shares of Common Stock being offered hereby
(the "Shares") will be sold for the account of Allen & Company Incorporated
(the "Selling Stockholder") on behalf of certain warrantholders (the
"Warrantholders") on exercise of their warrants (the "Warrants"). The Warrants
will be acquired by the Selling Stockholder from the Warrantholders in private
transactions exempt from registration under the Securities Act of 1933, as
amended (the "Securities Act"). United Asset Management Corporation
(the "Company") will not receive any of the proceeds from the sale of either the
Warrants to the Selling Stockholder or the sale of the Shares by the Selling
Stockholder. The Selling Stockholder will acquire the Shares from the Company
upon exercise of Warrants to purchase shares of the Company's Common Stock at
prices ranging from $16.222 to $16.499 per share held by the Warrantholders.
The Company will receive all of the proceeds from the exercise of the Warrants.
The Warrants were originally issued to Warrantholders in connection with the
Company's acquisition of investment advisory firms owned by such Warrantholders
("Affiliated Firms"). The last price of the Company's Common Stock as reported
by the New York Stock Exchange on November 15, 1995 was $36 3/8 per share.
The Selling Stockholder has advised the Company (1) that it proposes, from
time to time, to offer for sale and sell or to distribute the Shares to be
offered by it hereby (a) in regular brokerage transactions executed on the New
York Stock Exchange; (b) in negotiated transactions; or (c) through other means;
(2) that sales in negotiated transactions will be effected at such prices as may
be obtainable and as may be satisfactory to the Selling Stockholder; and (3)
that no sales or distributions other than as described in (1)(a) and (1)(b)
above will be effected until after this Prospectus shall have been appropriately
amended or supplemented, if required, to set forth the terms thereof. In
certain cases, the Selling Stockholder, brokers executing sales orders on its
behalf and dealers purchasing Shares from the Selling Stockholder for resale may
be deemed to be "underwriters" as that term is defined in Section 2(11) of the
Securities Act. The Company has entered into an indemnification agreement with
the Selling Stockholder. See section entitled "The Selling Stockholder"
(below).
<PAGE>
Normal trading commission expenses and brokerage fees are payable
individually by the Warrantholders upon sale of the Warrants to the Selling
Stockholder and by the purchasers of the Shares upon purchase from the Selling
Stockholder. Other expenses estimated at $5,000 will be borne by the Company.
The date of this Prospectus is December [ ], 1995
--
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, as well as proxy and information
statements, and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission in Washington, D.C., at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at certain of its Regional Offices, as follows:
New York Regional Office Chicago Regional Office
75 Park Place 500 West Madison Street,
14th Floor Suite 1400
New York, New York 10007 Chicago, Illinois 60604
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission, Washington, D.C. 20549.
The Common Stock of the Company is listed on the New York Stock Exchange.
Reports, proxy and information statements, and other information concerning the
Company can be inspected at such exchange.
----------------------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
(File No. 1-9215) and are incorporated herein by reference: (i) the Company's
Annual Report on Form 10-K for the year ended December 31, 1994; (ii) the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995,
June 30, 1995 and September 30, 1995; (iii) the Company's Current Report on
Form 8-K/A, filed on March 2, 1995; and (iv) the description of the Company's
capital stock contained in the Company's Registration Statement under Section
12(b) of the Exchange Act on Form 8-A, filed on July 22, 1986, including any
amendment or reports filed for the purpose of updating such description.
All documents filed by the Company subsequent to the filing of the
Registration Statement of which this Prospectus is a part, pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, before the termination of this
offering, shall be deemed to be incorporated by reference in this Prospectus.
The Company shall, upon written or oral request by a person, including any
beneficial owner, to whom this Prospectus is delivered, provide without charge
to such person a copy of any and all of the information that has been
incorporated by reference in this Prospectus (not
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<PAGE>
including exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into the information
that this Prospectus incorporates). Such requests should be directed to United
Asset Management Corporation, One International Place, Boston, Massachusetts
02110, Attn: William H. Park, Executive Vice President and Chief Financial
Officer (telephone 617/330-8900).
THE COMPANY
The Company is a holding company organized in December 1980 to acquire and
to own firms engaged primarily in institutional investment management. The
Company's principal executive offices are located at One International Place,
Boston, Massachusetts 02110, and its telephone number is (617) 330-8900. As of
the date of this Prospectus, the Company has 45 subsidiaries (the "Affiliated
Firms"), which serve as managers of investment portfolios for corporate, public
and union pension funds and profit sharing plans, endowments, foundations and,
to a lesser extent, individuals and other investors, including several
investment companies.
THE SELLING STOCKHOLDER
The Selling Stockholder is a registered broker-dealer with offices located
at 711 Fifth Avenue, New York, New York 10022. The Shares being offered hereby
will be acquired by the Selling Stockholder upon exercise of the Warrants. The
Selling Stockholder will acquire the Warrants from Warrantholders in
transactions exempt from registration requirements of the Securities Act
pursuant to Rule 144(k) promulgated under such act. The Warrantholders will
have acquired the Warrants from the Company at least three years prior to sale
to the Selling Stockholder upon the Company's acquisition of the outstanding
stock of the Affiliated Firms. None of the Warrantholders are "affiliates" of
the Company as that term is defined in the Securities Act. This Registration
Statement covers up to a maximum of 105,121 Shares of the Company's Common Stock
to be acquired upon exercise of the Warrants by the Selling Stockholder. As of
the date hereof, the Selling Stockholder is the beneficial owner of no Warrants.
No Warrants are being offered to the public pursuant to this Registration
Statement. As of the date hereof, the Selling Stockholder may be deemed to be
the beneficial owner of an aggregate of 1,365,637 shares of the Company's
Common Stock, par value $.01, held by it and persons affiliated with it. None
of such shares are being offered hereby.
The Company has entered into an agreement with the Selling Stockholder
providing for indemnification by the Company of the Selling Stockholder and its
officers, directors and control persons under certain circumstances.
Philip Scaturro, a Managing Director of the Selling Stockholder, is a
director of the Company.
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<PAGE>
THE WARRANTHOLDERS
On November 15, 1995, there were 30,167,277 shares of the Company's Common
Stock issued and outstanding. The following table sets forth certain
information, as of November 15, 1995, regarding ownership of the Company's
Common Stock (including shares issuable upon exercise of the Warrants and upon
exercise of stock options exercisable within sixty (60) days of the date
hereof) by each Warrantholder. Each Warrantholder is an officer or former
officer of an Affiliated Firm. The number of shares that may be offered
pursuant to this Prospectus by the Selling Stockholder after purchase of a
Warrant is equal to the number of shares issuable upon exercise of such
Warrant. The number of shares and percentage owned after the offering
assumes the sale of all of the Warrantholder's Warrants offered hereby to the
Selling Stockholder. Such sales are voluntary on the part of the Warrantholder
and may or may not be consummated.
<TABLE>
<CAPTION>
Number Number Number Percentage
of Shares of Shares of Shares Owned
Owned Potentially Owned After
Warrantholder's Name and Address Before Offering Offered After Offering Offering
- -------------------------------- --------------- ------- -------------- --------
<S> <C> <C> <C> <C>
Philip E. Arnold 95,686* 4,760 90,926 **
c/o Fiduciary Management Associates,
Inc.
55 West Monroe Street, Suite 2550
Chicago, IL 60603
J. Michael Flinn 106,707 26,797 79,910 **
c/o Sirach Capital Management, Inc.
600 University Street
3323 One Union Street
Seattle, WA 98101
George B. Kauffman 72,028 15,000 57,028 **
c/o Sirach Capital Management, Inc.
600 University Street
3323 One Union Street
Seattle, WA 98101
William B. Sanders 84,865 13,062 71,803 **
c/o Sirach Capital Management, Inc.
600 University Street
3323 One Union Street
Seattle, WA 98101
Boyd E. Sharp, Jr. 53,890 45,502 8,388 **
c/o Sirach Capital Management, Inc.
600 University Street
3323 One Union Street
Seattle, WA 98101
</TABLE>
* Includes 4,762 shares owned by the Philip and Ellen Arnold Charitable
Trust
** Less than one (1) percent
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<PAGE>
The Warrants were originally issued to the Warrantholders in connection with the
acquisition by the Company of Affiliated Firms more than three years prior to
the date of this prospectus. At that time, the Warrantholders also received
subordinated notes of the Company in principal amounts equal to the aggregate
exercise price under the applicable Warrant. Under the terms of the Warrant,
such notes may be surrendered in payment of such exercise price. Warrantholders
may at any time so exercise the Warrants and sell the shares issued on exercise
of such Warrants in transactions exempt from the registration requirement of the
Securities Act pursuant to Rule 144 (k) promulgated under such act.
LEGAL MATTERS
The legality of the Shares offered by this Prospectus has been passed upon
by Hill & Barlow, a Professional Corporation, One International Place, Boston,
Massachusetts 02110. John C. Vincent, Jr., a member of that firm, is the
Secretary of the Company.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of the Company for the year ended December 31,
1994 have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts in
auditing and accounting.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a reasonably itemized statement of all expenses, other
than commissions, in connection with the issuance and distribution of the
Shares:
<TABLE>
<S> <C>
SEC Registration Fee $1,323.07
Cost of Printing $ -
Legal Fees and Expenses $2,000.00*
Accounting Fees and Expenses $1,000.00*
Miscellaneous $ 676.93*
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Total $5,000.00*
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----------
</TABLE>
All of these expenses will be borne by the Company.
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* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification of officers and directors subject to certain
limitations. The general effect of such law is to empower a corporation to
indemnify any of its officers and directors against certain expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by the person to be indemnified in connection with certain
actions, suits or proceedings (threatened, pending or completed) if the person
to be indemnified acted in good faith and in a manner he reasonably believed to
be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal action or proceedings, if he had no reasonable cause to
believe his conduct was unlawful. The Company's by-laws provide that it shall
indemnify its officers, directors, employees and agents to the extent permitted
by law.
The Company maintains insurance under which the insurers will reimburse the
Company for amounts which it has paid to its directors, officers and certain
other employees by way of indemnification for claims against such persons in
their official capacities. The insurance also covers such persons as to amounts
paid by them as a result of claims against
<PAGE>
them in their official capacities which are not reimbursed by the Company. The
insurance is subject to certain limitations and exclusions. One of the
Company's directors serves as such under the terms of an agreement with a
corporation of which he is an officer. In so serving, he is covered by the
officers and directors' liability insurance policy maintained by such
corporation.
In addition, the Selling Stockholder has agreed to indemnify the directors
and officers of the Company who have signed this Registration Statement under
certain circumstances.
ITEM 16. EXHIBITS.
See Exhibit Index.
ITEM 17. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
<PAGE>
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-3
<PAGE>
EXHIBIT INDEX
Certain of the following exhibits (those marked with an asterisk) are filed
herewith. The remainder of the exhibits have heretofore been filed with the
Commission and are incorporated herein by reference. Inapplicable items have
been omitted.
Exhibit Title Page
4.1 Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-4, File No. 33-14565, as amended
by Amendment No. 1, filed July 7, 1987.
4.2 By-Laws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1,
File No. 33-6874, filed August 22, 1986).
4.3 Specimen Certificate of Common Stock, $.01 par value, of the
Company (incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1, File No. 33-6874, filed August
22, 1986.
5* Opinion of Hill & Barlow, a Professional Corporation.
24.1* Consent of Hill & Barlow, a Professional Corporation (included in
Exhibit 5).
24.2* Consent of Price Waterhouse LLP.
25* Power of Attorney (included above).
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on November 17, 1995.
UNITED ASSET MANAGEMENT CORPORATION
(Registrant)
By: /s/ William H. Park
-------------------
William H. Park, Executive
Vice President and Chief
Financial Officer
0139981.01
II-5
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Norton H. Reamer, William H. Park, and John C. Vincent, Jr. and each of them
singly his lawful attorneys with full power to them and each of them singly to
sign for him in his name in the capacity indicated below this Registration
Statement on Form S-3 (and any and all amendments hereto), hereby ratifying and
confirming his signature as it may be signed by his said attorneys to this
Registration Statement (and any and all amendments hereto).
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
/s/ Norton H. Reamer President and Chief
-------------------- Executive Officer,
Norton H. Reamer Director November 17, 1995
/s/ William H. Park Executive Vice President November 17, 1995
------------------- and Chief Financial Officer
William H. Park (principal accounting
officer)
Director November 17, 1995
--------------------
Richard A. Englander
/s/ Robert J. Greenebaum Director November 17, 1995
------------------------
Robert J. Greenebaum
II-6
<PAGE>
/s/ Charles E. Haldeman, Jr. Director November 17, 1995
----------------------------
Charles E. Haldeman, Jr.
/s/ Robert M. Kommerstad Director November 17, 1995
------------------------
Robert M. Kommerstad
Director November 17, 1995
------------------
M. Thomas Lardner
/s/ Jay O. Light Director November 17, 1995
----------------
Jay O. Light
/s/ John F. McNamara Director November 17, 1995
--------------------
John F. McNamara
Director November 17, 1995
----------------
David I. Russell
/s/ Philip Scaturro Director November 17, 1995
-------------------
Philip Scaturro
II-7
<PAGE>
/s/ John A. Shane Director November 17, 1995
-----------------
John A. Shane
Director November 17, 1995
-----------------
Barbara S. Thomas
0139981.01
II-8
<PAGE>
[Hill & Barlow Letterhead]
EXHIBIT 5
November 17, 1995
United Asset Management Corporation
One International Place
Boston, Massachusetts 02110
Gentlemen:
We have acted as counsel for United Asset Management Corporation, a
Delaware corporation (the "Company"), with respect to the issuance of a total of
105,121 shares (the "Shares") of the Company's common stock, $.01 par value per
share, in connection with the exercise of certain warrants (the "Warrants")
issued in connection with the acquisition of Fiduciary Management Associates,
Inc. (FMA) and of Sirach/Flinn, Elvins Capital Management, Inc., (S/FE) as more
fully described in a warrant agreement dated as of June 24, 1986, with Philip
E. Arnold and warrant agreement dated as of January 4, 1989 with SF/E (the
"Warrant Agreements").
We have assisted you in the preparation of a Registration Statement on Form
S-3 (the "Registration Statement") with respect to the offering of the Shares by
the Selling Stockholder named therein.
We have made such examination of law and have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate records
and such other documents as we have considered relevant and necessary for the
opinions hereinafter set forth.
Based on the foregoing, we express the following opinions:
1. The issuance of the Shares has been duly authorized by all necessary
corporate action of the Company.
2. The Shares, upon issuance and delivery against payment as provided in
the respective Warrant Agreement will be validly issued, fully paid
and non-assessable.
<PAGE>
United Asset Management Corporation
November 17, 1995
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
HILL & BARLOW,
a Professional Corporation
/s/ Joseph R. Ramrath
--------------------------------
Joseph R. Ramrath,
a Member of the Firm
0183174.01
07610-111
<PAGE>
Exhibit 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 15, 1995, which appears on page 50 of the 1994 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, 1994. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appears on
page F-1 of such Annual Report on Form 10-K. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
- ------------------------------
Price Waterhouse LLP
November 17, 1995
