<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 / /
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/ / Preliminary Proxy Statement
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UNITED ASSET MANAGEMENT CORPORATION
(Name of Registrant as Specified In Its Charter)
UNITED ASSET MANAGEMENT CORPORATION
(Name of Person(s) Filing Proxy Statement)
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/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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<PAGE> 2
UNITED ASSET MANAGEMENT CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 1995
The Annual Meeting of the Stockholders of United Asset Management
Corporation (the "Company" or "UAM") will be held at The Ritz-Carlton Hotel, 15
Arlington Street, Boston, Massachusetts on Thursday, May 18, 1995 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 Deferred Compensation Plan;
(3) To approve Compensation Arrangements for Certain Executive
Officers;
(4) To approve the selection of Price Waterhouse LLP as independent
accountants of the Company for the fiscal year ending December 31,
1995; and
(5) 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, 1995 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
March 29, 1995
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 18, 1995
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 18, 1995
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 March 29, 1995 to
each stockholder entitled to vote at the Meeting. UAM's Annual Report to
Stockholders for the fiscal year ended December 31, 1994 was previously mailed
to stockholders on March 16, 1995.
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 59, is the founder of UAM and has been its
President, Chief Executive Officer, and a director since its inception in 1980.
Mr. Reamer is also Chairman, President and a director of The Regis Fund, Inc.
and Regis Fund II, both series mutual funds, 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 Radcliffe College and of Union College.
Mr. John F. McNamara, age 53, joined UAM as Executive Vice President in
April, 1992 and was elected a director in July of that year. In November, 1994,
he was named Chief Operating Officer. 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.
Mr. Richard A. Englander, age 53, has served as a principal of Barrow,
Hanley, Mewhinney & Strauss, Inc., one of UAM's subsidiaries, for more than the
past five years. He has been a director of UAM since May, 1994.
Mr. Robert J. Greenebaum, age 77, 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. Charles E. Haldeman, Jr., age 46, has been Partner and Director of
Cooke & Bieler, Inc., one of UAM's subsidiaries, for more than the past five
years. He previously served as a director of UAM from May, 1990 to May, 1991 and
from September, 1987 to May, 1989.
<PAGE> 4
Mr. Robert M. Kommerstad, age 68, is a founder and has been Chairman of
Provident Investment Counsel, one of UAM's subsidiaries, for more than the past
five years. Mr. Kommerstad is a director and founder of 1st Business Bank in Los
Angeles and is Chairman of the National Board of Big Brothers/Big Sisters of
America. He is also a member of the Board of Trustees of the University of
Minnesota Law School.
Mr. M. Thomas Lardner, age 52, has been President and CEO of The L&B Group,
one of UAM's subsidiaries, for more than the past five years.
Professor Jay O. Light, age 53, 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 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. David I. Russell, age 52, 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 56, 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 62, 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., Eastern Bank
and Summa Four, Inc. and a trustee of the Fund Group. He has been a director of
UAM since November, 1981.
Ms. Barbara S. Thomas, age 48, is an independent financial and media
consultant. Prior to December, 1994, she was 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. Haldeman, Kommerstad and Lardner is
presently serving as a director and was elected to that position at the 1994
Annual Meeting. 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. Englander,
Haldeman, Kommerstad and Lardner are currently being nominated for these seats.
The Board of Directors met eleven times during 1994 and acted by unanimous
consent on four 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 three times in 1994, 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, 1995. The Compensation
Committee, consisting of Mr. Scaturro, Chairman, Mr. Shane and Mr. Light, met
four times to consider directors' and officers' compensation and other related
matters. It also acted by unanimous consent forty-four times in 1994 in granting
stock options under UAM's stock option plans.
DIRECTORS' FEES
Outside directors (that is, directors other than those employed by UAM or
one of its subsidiaries) receive an annual fee of $22,000, plus $4,500 for each
regular meeting of the Board of Directors attended and an
2
<PAGE> 5
additional fee of $4,500 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 $7,000 annual fee.
Pursuant to the terms of the Company's 1994 Eligible Directors Stock Option
Plan (the "Directors Option Plan"), 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") is granted 5,000 non-incentive stock
options on the 30th day following the Annual Meeting of Stockholders of UAM
during the term of the Directors Option Plan. The exercise price per share for
these options is the fair market value on the date of the grant. Options granted
to Eligible Directors are 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. In
addition, each Eligible Director is entitled under the Directors Option Plan to
elect on a semi-annual basis to receive discounted stock options in lieu of all
or any portion of the annual retainer fee payable to such director with respect
to such six-month period. Discounted options are exercisable at 75% of the
market value of common stock, $.01 par value, of the Company ("Common Stock") on
the grant date. The number of shares of Common Stock under option will equal the
amount of the cash retainer fee foregone divided by 25% of the market value of
the Common Stock on the date of grant.
CERTAIN TRANSACTIONS
During 1994, 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
1995 pursuant to a consulting agreement.
As of March 16, 1995, two entities in which Mr. Norman Perlmutter, a
director of the Company whose term as a director is expiring at the Annual
Meeting, owns an indirect beneficial interest owed $2,532,000 and $4,220,000,
respectively, to subsidiaries of Heitman Financial Ltd. ("Heitman"), one of
UAM's subsidiaries. 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 1994 under such
obligations.
Heitman holds a non-recourse junior mortgage note (the "Note") on the
building in Chicago where its principal offices are located. The Note was
acquired by Heitman from a third party for $2,000,000 cash in January of 1995.
The maker of the Note is LaSalle Lake Investors, an Illinois limited partnership
("LaSalle"). Mr. Perlmutter is a 3.28% limited partner in LaSalle. The balance
due under the Note as of March 16, 1995 (which was also the greatest amount due
since January 1, 1994) was approximately $69,600,000, although its realizable
value is estimated to be substantially less than that amount. The Note bears
interest at 9% per annum but is not being paid currently. Any gain or loss to
Heitman arising out of the Note will be allocated to Heitman under its Revenue
Sharing Agreement with UAM.
As required by the Securities and Exchange Commission ("SEC") Rules under
Section 16(a) of the Securities Exchange Act of 1934, the Company reports that a
Form 5 with respect to options granted during 1994 to Mr. Perlmutter and a
transfer of shares of the Company's Common Stock by Mr. Perlmutter was filed
late, and that a Form 5 with respect to options granted during 1994 to Mr. Mark
A. Lieb, a director of the Company whose term as a director is expiring at the
Annual Meeting, was filed late.
3
<PAGE> 6
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 Chief Executive
Officer and John F. McNamara is an Executive Vice President and the Chief
Operating Officer. 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 47, joined UAM as Vice President in 1982 and was
named Senior Vice President and Treasurer in 1985 and Executive Vice President
and Chief Financial Officer in November, 1994. Mr. Park is also a Vice President
of The Regis Fund, Inc., and Regis Fund II, both series mutual funds.
Mr. Franklin H. Kettle, age 37, joined UAM in September, 1986 and was named
Vice President in December of that year; Senior Vice President in May of 1991;
and Director of Corporate Development in November, 1994.
Mr. William B. Budd, age 59, 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.
Mr. Charles H. Salisbury, age 54, joined UAM as a Senior Vice President in
April, 1994. For more than four years prior to joining UAM he was a Managing
Director of T. Rowe Price Associates.
Mr. George D. McClelland, age 48, joined UAM as a Senior Vice President in
April, 1994. Prior to joining UAM he worked as a consultant and served briefly
as Chief Administrative Officer of Kendall Square Research Corp. in October of
1993. Prior to 1993, he held various management positions at subsidiaries and
divisions of Fidelity Investments, including Managing Director of Fidelity
Capital from April, 1992 to January, 1993, and Managing Director of Fidelity
International, Ltd. and President of Audit Operations and Analysis from
February, 1990 to April, 1992.
SUMMARY COMPENSATION TABLE
The Summary Compensation Table on page 5 shows all compensation paid for
services rendered during the past three years to the chief executive officer of
the Company and each of the Company's four other most highly compensated
executive officers (the "Named Executive Officers").
STOCK OPTIONS
The Company has in effect two stock option plans, the UAM 1994 Stock Option
Plan (the "Stock Option Plan") and the Directors Option Plan, pursuant to which
an aggregate of 3,200,000 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, 1995, an aggregate of 2,471,263 shares of Common Stock remained available
for issuance under those plans. The tables on pages 5 and 6 show information
relating to grants of options to, and the exercise of options under former stock
option plans of the Company by, the Named Executive Officers during the year
ended December 31, 1994, as well as information relating to the unexercised
options held by the Named Executive Officers as of December 31, 1994.
4
<PAGE> 7
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION> ALL OTHER
LONG TERM COMPENSATION
ANNUAL COMPENSATION COMPENSATION AWARDS (1)
------------------- ------------------- ------------
NUMBER OF
SHARES UNDERLYING
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS GRANTED
--------------------------- ---- ------ ----- ---------------
<S> <C> <C> <C> <C> <C>
Norton H. Reamer........... 1994 $770,000 $456,000 29,200 $58,844
President, Chief Executive 1993 720,000 417,200 27,700 38,844
Officer and Director 1992 720,000 179,000 21,000 38,844
John F. McNamara*.......... 1994 670,000 364,800 50,000 55,580
Executive Vice President, 1993 620,000 357,600 50,000 34,350
Chief Operating Officer 1992 450,000 179,000 100,000 3,375
and Director
William H. Park............ 1994 450,000 182,400 15,500 55,055
Executive Vice President 1993 400,000 178,800 15,200 33,675
and Chief Financial Officer 1992 360,000 64,000 12,500 32,990
Franklin H. Kettle......... 1994 340,000 305,738 13,100 51,948
Senior Vice President and 1993 290,000 188,838 13,200 32,135
Director of Corporate 1992 250,000 211,437 9,000 31,527
Development
William B. Budd............ 1994 310,000 305,738 12,400 58,844
Senior Vice President 1993 290,000 188,838 13,200 38,844
1992 270,000 211,437 9,000 38,078
<FN>
---------------
* Mr. McNamara joined the Company in April, 1992.
(1) Includes Company-paid life insurance premiums, Company contributions to the individual's profit sharing retirement plan
account and Company contributions to the individual's Deferred Compensation Plan account respectively, in the following amounts
for the year ended December 31, 1994: Mr. Reamer, $8,844, $22,500 and $27,500; Mr. McNamara, $5,580, $22,500 and $27,500; Mr.
Park, $5,055, $22,500 and $27,500; Mr. Kettle, $1,948, $22,500 and $27,500; and Mr. Budd, $8,844, $22,500 and $27,500.
</TABLE>
OPTION GRANTS IN 1994(1)
<TABLE>
<CAPTION>
NUMBER OF
SHARES EXERCISE GRANT
UNDERLYING PERCENT OF TOTAL OR BASE DATE
OPTIONS OPTIONS GRANTED TO PRICE EXPIRATION PRESENT
NAME GRANTED EMPLOYEES IN 1994 PER SHARE DATE VALUE(2)
---- ---------- ------------------ --------- ---------- --------
<S> <C> <C> <C> <C> <C>
Norton H. Reamer......... 29,200 2.74% $40.75 1/17/99 $293,699
John F. McNamara......... 50,000 4.70 40.75 1/17/99 502,910
William H. Park.......... 15,500 1.46 40.75 1/17/99 155,902
Franklin H. Kettle....... 13,100 1.23 40.75 1/17/99 131,762
William B. Budd.......... 12,400 1.17 40.75 1/17/99 124,722
<FN>
---------------
(1) The per share option exercise 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 Plan is 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 Plan.
(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 0.2642;
dividend yield of 2.12%; risk-free rate of return of 5.18%; and exercise date of January 17, 1999. 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>
5
<PAGE> 8
AGGREGATED OPTION EXERCISES
IN 1994 AND OPTION VALUES AT DECEMBER 31, 1994
<TABLE>
<CAPTION>
NUMBER OF
SHARES
UNDERLYING VALUE OF
UNEXERCISED UNEXERCISED
OPTIONS AT IN-THE-MONEY
DECEMBER 31, OPTIONS AT
1994 DECEMBER 31, 1994(1)
-------------- --------------------
SHARES ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
---- --------------- -------- -------------- --------------------
<S> <C> <C> <C> <C>
Norton H. Reamer.................... 6,290 $127,373 44,529/ 67,225 $610,512/$330,609
John F. McNamara.................... -- -- 62,500/137,500 679,688/ 851,563
William H. Park..................... -- -- 39,550/ 37,650 636,281/ 198,406
Franklin H. Kettle.................. 3,600 94,500 28,800/ 30,500 459,750/ 150,375
William B. Budd..................... 6,000 125,250 18,301/ 30,299 233,455/ 158,920
<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, 1994
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 continues to have
primary responsibility for analyzing the compensation of executive officers of
the Company, establishing and, when appropriate, revising 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 Chief Executive
Officer, and the other executive officers for the year ended December 31, 1994,
the Compensation Committee considered the overall performance of the Company,
particularly in terms of revenues, earnings, earnings per share, Operating Cash
Flow (net income plus amortization and depreciation), assets under management
and breadth of operations; the contribution of each officer to such performance;
the responsibilities of each officer and the increase in those responsibilities
during the year as a result of the Company's continued growth; the importance of
individual executive officers to the future growth and profitability of the
Company; the separate performance of the Company's subsidiaries during 1994 and
the contribution of each executive officer to such performance; cash
compensation levels of competitors in the industry (these competitors are
included in the peer group index appearing in the performance graph on p. 8
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 has been 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 1994 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 1994 reflected the overall improved
performance of the Company as reflected in the 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 the successful
operation of 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, 1994
were based entirely on the Company's performance. Bonuses for 1994 for executive
officers with overall executive and operating responsibilities were calculated
by multiplying a fixed amount (for example, for the executive officers named
6
<PAGE> 9
in the Summary Compensation Table, $150,000 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, 1994 was $4.06 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 $37,432,000 in 1994.
With respect to the Operating Cash Flow bonus formula for 1995, the
Compensation Committee has determined to raise the quarterly cash flow per share
floor from $.25 to $.50 for each executive officer eligible to receive
performance bonuses under this formula. For 1995, the multipliers for the
officers named above have been increased as follows: Mr. Reamer, $200,000; Mr.
McNamara, $160,000; and Mr. Park, $100,000. Mr. Kettle has been added to this
group at a multiplier of $25,000 because of his increased executive and
operating responsibilities (while continuing to participate in the acquisition
formula bonus program).
The Compensation Committee noted in its 1994 Report on 1993 Executive
Compensation that the Revenue Reconciliation Act of 1993 included a provision
that established a limit for the deduction of compensation paid by public
companies to certain executive officers. However, it also noted that amounts
paid pursuant to a performance based compensation arrangement and any revisions
to such arrangement, in each instance when approved by stockholders, are
deductible even if they result in total compensation over the limit. One policy
behind this 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,
as modified in the manner described in the foregoing paragraph for 1995
executive officer compensation, continue to appropriately align compensation of
UAM's executives to key measures of value to stockholders and are of the type
that the tax provisions are intended to encourage. As contemplated by such
provisions, the Board is submitting for shareholder approval the material terms
of these revised arrangements.
The Company's Compensation Committee based option grants to executive
officers of the Company for the 1994 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 (and other executive officers who recently joined the Company) which
were included in their compensation packages when they joined the Company.
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
7
<PAGE> 10
COMPANY STOCK PERFORMANCE
Set forth below is a line graph comparing, over a five-year period
commencing December 31, 1989 (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, 1989. 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, 1994
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) UAM S&P 500 PEER GROUP
<S> <C> <C> <C>
1989 100.00 100.00 100.00
1990 91.32 96.89 92.29
1991 175.02 126.28 174.72
1992 176.46 135.88 193.82
1993 242.55 149.52 262.55
1994 226.50 151.55 220.96
</TABLE>
* Includes Alliance Capital Management L.P., Atalanta Sosnoff Capital Corp.,
Bull & Bear Group, Inc., Colonial Group, Inc., Dreyfus Corp. (included through
1993 only, as this company was acquired by Mellon Bank Corp. in 1994), Duff &
Phelps Corp., Eaton Vance Corp., Franklin Resources, Inc., New England
Investment Companies, Inc. (formerly Reich & Tang L.P.), Oppenheimer Capital,
L.P., The Pioneer Group, Inc., T. Rowe Price Associates, and PIMCO Advisors,
L.P. (formerly Thomson Advisory Group L.P.).
8
<PAGE> 11
VOTING SECURITIES
Only the record holders of shares of Common Stock of the Company at the
close of business on March 23, 1995 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, 1995 there were 30,736,273 shares of Common Stock issued and
outstanding. The following table sets forth certain information, as of March 16,
1995, 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 Named 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 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............................... 1,120,417 63,900 1,184,317 3.85%
FMR Corp.(1)................................... 3,588,240 -- 3,588,240 11.67
82 Devonshire Street
Boston, MA 02109
Denver Investment Advisors(2).................. 1,596,450 -- 1,596,450 5.19
633 17th Street
Denver, CO 80270
Richard A. Englander........................... 17,501 11,397 28,898 *
Robert J. Greenebaum(3)........................ 15,200 18,231 33,431 *
Charles E. Haldeman, Jr........................ 34,167 18,500 52,667 *
Robert M. Kommerstad(4)........................ 217,834 107,312 325,146 1.05
M. Thomas Lardner.............................. -- 511 511 *
Mark A. Lieb(5)................................ -- 7,375 7,375 *
Jay O. Light................................... 5,000 18,231 23,231 *
John F. McNamara............................... 4,000 112,500 116,500 *
Norman Perlmutter(4)(5)........................ 177,071 1,250 178,321 *
Edward I. Rudman(5)............................ 29 62,728 62,757 *
David I. Russell............................... 4,000 17,000 21,000 *
Philip Scaturro(6)............................. 45,932 18,231 64,163 *
John A. Shane(7)............................... 16,200 11,000 27,200 *
Barbara S. Thomas.............................. 1,000 9,231 10,231 *
William H. Park................................ 92,930 38,850 131,780 *
Franklin H. Kettle............................. 20,885 28,625 49,510 *
William B. Budd................................ 12,000 30,451 42,451 *
All UAM Executive Officers and Directors as a
Group (17 Persons)........................... 1,533,665 464,000 1,997,665 6.40
<FN>
---------------
* Indicates less than 1%
</TABLE>
9
<PAGE> 12
(1) The named security holder has sole dispositive power with respect to all
such shares and sole voting power with respect to 824,940 of such shares as
of February 13, 1995.
(2) The named security holder has sole dispositive power with respect to all of
such shares and sole voting power with respect to 966,200 of such shares as
of March 8, 1995. 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 1,669,940 shares as of December 31, 1994 (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 841,240 shares, shared voting power with respect to
168,300 shares, sole dispositive power with respect to 1,312,850 shares and
shared dispositive power with respect to 357,090 shares as of December 31,
1994.
(3) Includes 7,200 shares owned by Mr. Greenebaum's wife, as to which Mr.
Greenebaum disclaims beneficial ownership.
(4) 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.
(5) The named security holder is a current director of UAM who is not standing
for reelection.
(6) Does not include 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 does not include 11,700 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.
(7) Includes 1,132 shares of Common Stock owned by Palmer Service Corporation,
of which Mr. Shane is President.
APPROVAL OF THE UAM DEFERRED COMPENSATION PLAN
The Board has adopted and recommends that the stockholders approve the
United Asset Management Corporation Deferred Compensation Plan (the "Plan"). The
Plan has been adopted effective January 1, 1994 in order to provide UAM's
executive employees who become covered under the Plan with enhanced retirement
security through tax-deferred benefits which will be payable on account of
retirement, death or other termination from employment or upon the occurrence of
a change of control of UAM.
The future success of an institutional investment management organization
such as UAM is highly dependent on the retention and continuing motivation of
its employees. The Company has found that an essential component in the
retention and motivation of employees is the assurance of the opportunity to
receive adequate retirement income. To this end, UAM maintains a retirement plan
that covers employees of the parent company (the "Parent Company") as well as
employees of many of the affiliated firms. On behalf of its corporate-office
employees, the Company historically has contributed 15% of compensation to the
United Asset Management Corporation Profit Sharing and 401(k) Plan (the
"Qualified Plan"). However, contribution limits under the Internal Revenue Code
of 1986, as amended, (the "Code") have prevented the Company from making
contributions to the Qualified Plan on behalf of senior management employees of
the Parent Company in amounts equal to a full 15% of their compensation. Changes
made to the Code effective in 1994 further restricted the amount that the
Company can contribute on behalf of such senior management employees, so that
the Company's 1994 Qualified Plan contributions on behalf of senior management
employees were actually reduced compared to 1993.
The Company believes that it is necessary to make up for this reduction and
further to increase retirement contributions on behalf of senior management
employees in order to provide such employees with future retirement income that
represents a replacement percentage of their working income which is reasonably
comparable to that being provided on behalf of all other staff employees. The
Plan is intended to meet this need.
Because certain directors of the Company are employees of the Parent
Company, such directors, as well as the executive officers identified on page 4
above and other Parent Company officers with at least the rank of
10
<PAGE> 13
Vice President, will be eligible to participate in the Plan and receive credits
for allocations of deferred compensation under the Plan.
MATERIAL FEATURES OF THE PLAN
In General. The general purpose of the Plan is to provide allocations on
behalf of designated qualifying employees ("Participants") during each year of
their employment with the Company (including 1994 for current Participants) for
so long as the Company continues to maintain the Plan and the Participants
continue to be eligible under the Qualified Plan. All such allocations will be
credited to a bookkeeping account maintained by the Company for each
Participant, where the credited allocations will be held, together with imputed
investment gains and losses, for payment after the earlier to occur of the
termination of a Participant's employment with the Company for any reason,
including retirement, disability or death or a Change of Control over the
Company (as defined in the Plan). Subject to adjustment for any change in the
capital structure of the Company, an aggregate of 50,000 shares of Common Stock
has been reserved for distribution to Participants who have made a Notional
Shares Election, as discussed in "Benefit Payments" below.
Eligibility. The Plan has been adopted to provide benefits to employees of
the Parent Company who are eligible to receive allocations of Company
contributions under the Qualified Plan; who hold the rank of Vice President of
the Parent Company or senior; and who are designated by the Board of Directors
for participation in the Plan. Seven employees were eligible for participation
during 1994.
Allocations. Allocations are made under the Plan for any year at the sole
discretion of the Company's Board of Directors. If an allocation is made on
account of a year, all Participants will share in the allocation by having
credited to their bookkeeping accounts under the Plan equal percentages of their
compensation, provided that such allocation will not exceed the lesser of (a)
15% of the Participant's compensation for such year and (b) $50,000 minus the
amount of any Company contribution allocated to the Participant under the
Qualified Plan for the same year.
Vesting. Participants in the Plan vest in their benefits under the Plan
(which are the allocations credited to their bookkeeping accounts, adjusted for
any deemed investment gains or losses), during an employee's first five years of
service, in increments of 25% per year beginning with completion of the second
year of service. A Participant's years of vesting service credited prior to 1994
count towards vesting under the Plan. Accordingly, some Participants are already
fully vested in the allocations made to their bookkeeping accounts under the
Plan. If a Change of Control over the Company occurs, each Participant will at
such time become fully vested in his or her benefits under the Plan, without
regard to the Participant's previously credited years of vesting service.
If a Participant's employment terminates before he or she becomes fully
vested under the Plan, any unvested portion of the balance in the Participant's
bookkeeping account under the Plan will be forfeited immediately to the Company.
Such forfeitures will not be reallocated to any other Participants.
Investments. A bookkeeping account is created by the Company for each
Participant in order to record the Plan allocations made on behalf of the
Participant, together with all investment gains and losses credited on
investments that are deemed to be made with such allocations. Each Participant
may elect to have the Company deem the balance of his or her account to be
invested in either mutual fund shares of the Participant's choosing (the "Mutual
Fund Election") or in shares of the Company's Common Stock (the "Notional Shares
Election") or in a combination of the two.
A Participant who makes the Mutual Fund Election may select up to three
mutual funds to be utilized at any one time for the deemed investment, subject
to the approval of the Retirement Committee (described below). A Participant may
change his or her designated mutual funds and the mix of investments among such
mutual funds a maximum of once during each year.
A Participant who makes the Notional Shares Election will be deemed to
invest the elected amount in shares of Common Stock, at the closing price of the
Common Stock on the New York Stock Exchange, on the date of the deemed
investment in Common Stock (which is a date six months after such election). A
11
<PAGE> 14
Notional Shares Election may be made with respect to all or any portion of a new
allocation or all or any portion of the balance in an existing account, and,
unlike the Mutual Fund Election, becomes irrevocable once the deemed investment
is made. The pre-tax amounts of all dividends that would have been declared on
the shares of Common Stock that are deemed to be credited to a Participant's
account are deemed to be reinvested in additional shares of Common Stock at the
closing price of the Common Stock on the New York Stock Exchange on the dividend
payment date.
Benefit Payments. Each Participant is eligible to receive payment of the
value of his or her account under the Plan at the earlier to occur of the
Participant's termination of employment or a Change of Control over the Company.
Payment of such benefits will normally take place 60 days after the date of the
payment event. However, subject to the Retirement Committee's approval, a
Participant may irrevocably elect at least 30 days in advance of the scheduled
payment date to postpone payment of his or her benefit to a later date chosen by
the Participant. If a Participant has died before his or her benefit is paid,
payment will be made to the Participant's beneficiary under the Plan.
The portion of a Participant's account that has been invested under the
Mutual Fund Election will be paid in cash, mutual fund shares, or any
combination of the two, at the Participant's election, but subject to the
discretion of the Retirement Committee. The portion of an account invested
pursuant to the Notional Shares Election will always be distributed in actual
shares of Common Stock, valued as of the date of payment. At the Company's sole
option, such Common Stock may either be issued or purchased by the Company for
delivery to the recipient. The Company will register for resale all stock issued
under the Plan. No payment in cash or other property will be made of any part of
a Participant's account that has been invested pursuant to the Notional Shares
Election.
Plan Administration. The Plan is administered by a committee (the
"Retirement Committee") which has the authority and discretion to make all
determinations as to eligibility for participation and benefits under the Plan.
The members of the Retirement Committee are appointed by, and serve at the
pleasure of, the Board of Directors.
Plan Amendment or Termination. Within certain limits, the Company has the
discretion to amend the Plan from time to time, or to terminate the Plan at any
time. However, no amendment or termination of the Plan may reduce the vested
balance of a Participant's Account under the Plan. The Company may not, without
the approval of the shareholders, alter or amend the Plan to materially increase
the benefits accruing to participants under the Plan, or materially modify the
requirements as to eligibility for participation in the Plan.
Ownership of Plan Assets. All allocations under the Plan, all property and
rights purchased with such allocations, and all income attributable to such
allocations, property or rights will always remain solely the property and
rights of the Company (without being restricted to the provision of benefits
under the Plan) and will always be subject to the claims of the general
creditors of the Company until such amounts are made available to a Participant
or his or her beneficiary for payment of benefits under the Plan or until there
is a Change of Control. No trust is created under the Plan and it is not
otherwise funded in any manner.
12
<PAGE> 15
<TABLE>
NEW PLAN BENEFITS
The following table sets forth information with respect to allocations made
under the Plan to the Named Executive Officers, to all current executive
officers as a group, and to all other employees as a group, during the last
fiscal year. No allocations were made to non-executive directors, as they are
not eligible to participate in the Plan.
<CAPTION>
NAME AND POSITION DOLLARS ALLOCATED
----------------- -----------------
<S> <C>
Norton H. Reamer.......................................................... $ 27,500
President, Chief Executive Officer and Director
John F. McNamara.......................................................... 27,500
Executive Vice President, Chief Operating Officer and Director
William H. Park........................................................... 27,500
Executive Vice President and Chief Financial Officer
Franklin H. Kettle........................................................ 27,500
Senior Vice President and Director of Corporate Development
William B. Budd........................................................... 27,500
Senior Vice President
All current Executive Officers as a group (7 persons)..................... 137,500
Non-Executive Officer Employee Group (38 persons)......................... 33,050
</TABLE>
The total amount of allocations under the Plan with respect to services
provided during 1994 was approximately $170,550. Such allocations were made
during 1994. The Company estimates that the amount of allocations under the Plan
with respect to services during 1995 will be approximately $234,000.
VOTE REQUIRED FOR APPROVAL
Adoption of the UAM Deferred Compensation 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 Plan must exceed 50% of the number of
shares entitled to vote thereon. See "Quorum and Voting Procedures" on Page 14.
The shares represented by the proxies solicited by the Board of Directors will
be voted for the approval of the Plan unless a contrary choice is specifically
indicated. The Board of Directors recommends a vote FOR approval of the UAM
Deferred Compensation Plan.
APPROVAL OF REVISED 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 and revised for 1995, it
is possible that the total compensation payable to Messrs. Reamer, McNamara,
Park and Kettle in 1995 and thereafter will exceed such limitation. In order to
ensure the full deductibility of compensation paid to such officers under the
revised arrangement, the Company is seeking stockholder approval thereof.
Discretionary bonuses under the arrangement as revised would be made in the
manner described in the Compensation Committee Report beginning on page 6 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 $.50 by (ii) a factor of
$200,000 for Mr. Reamer; $160,000 for Mr. McNamara; $100,000 for Mr. Park; and
$25,000 for Mr. Kettle. In addition, Mr. Kettle participates in the Company's
acquisition bonus program which is calculated by multiplying (i) the annualized
amount of base revenue sharing which is expected to accrue to the Company for
acquisitions completed during the year by (ii) a factor of .0075.
13
<PAGE> 16
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, McNamara,
Park and Kettle. The Compensation Committee has so certified for 1994 with
respect to Messrs. Reamer and McNamara. The Compensation Committee has the
discretion to reduce the amount of the bonus awarded to any 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, McNamara, Park and
Kettle in the fiscal year ending December 31, 1994 are listed in the Summary
Compensation Table on page 5.
VOTE REQUIRED
Approval of the revised 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" below. 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.
SELECTION OF INDEPENDENT ACCOUNTANTS
Upon the recommendation of its Audit Committee, the Board of Directors has
selected the firm of Price Waterhouse LLP ("Price Waterhouse") as independent
accountants of the Company for the year ending December 31, 1995, 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 1994, 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.
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 1995 fiscal
year.
STOCKHOLDER PROPOSALS
Proposals of stockholders intended to be presented at the 1996 Annual
Meeting of Stockholders must be received by the Company at its offices at One
International Place, Boston, Massachusetts 02110 no later than November 30, 1995
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
14
<PAGE> 17
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.
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 and will have no effect.
The vote required for approval of the UAM Deferred Compensation 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 UAM Deferred
Compensation 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.
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
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 DEFERRED COMPENSATION PLAN; (3) TO APPROVE
THE COMPENSATION ARRANGEMENTS FOR CERTAIN EXECUTIVE OFFICERS; (4) TO APPROVE THE
SELECTION OF PRICE WATERHOUSE LLP AS INDEPENDENT ACCOUNTANTS FOR 1995; AND (4)
IN THE DISCRETION OF THE PROXYHOLDER AS TO ANY OTHER MATTERS WHICH MAY PROPERLY
COME BEFORE THE MEETING.
15
<PAGE> 18
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
16
<PAGE> 19
PROXY
UNITED ASSET MANAGEMENT CORPORATION
MEETING OF STOCKHOLDERS - MAY 18, 1995
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 Ritz-Carlton Hotel, 15 Arlington Street, Boston, Massachusetts on
May 18, 1995 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 and 4. -----------
SEE REVERSE
(PLEASE SIGN AND DATE ON REVERSE) SIDE
-----------
<PAGE> 20
/ 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 Deferred / / / / / /
Board of Directors at twelve and to elect the following Compensation Plan.
nominees as Directors: Richard A. Englander, Robert J.
Greenebaum, Charles E. Haldeman, Jr., Robert M. Kommerstad, 3. To approve the compensation / / / / / /
M. Thomas Lardner, Jay O. Light, John F. McNamara, arrangements for certain
Norton H. Reamer, David I. Russell, Philip Scaturro, executive officers as described
John A. Shane and Barbara S. Thomas. in the Company's Proxy Statement.
4. To approve the selection of / / / / / /
FOR / / WITHHELD / / MARK HERE / / Price Waterhouse LLP as independent
all from all IF YOU PLAN accountants of the Company
nominees nominees TO ATTEND for the current fiscal year
THE MEETING ending December 31, 1995.
MARK HERE / /
FOR ADDRESS
/ / CHANGE AND
____________________ NOTE BELOW
FOR all nominees except as noted.
(To withhold authority to vote for any individual nominee,
print the nominee's name(s) above.)
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>
