UNITED ASSET MANAGEMENT CORP, 8-K, 1996-09-03

UNITED ASSET MANAGEMENT CORP
8-K, 1996-09-03
INVESTMENT ADVICE

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<PAGE>

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report: September 3, 1996
---------------------

UNITED ASSET MANAGEMENT CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware 1-9215 04-2714625
- ------------------------------ ---------------------- --------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)

One International Place, Boston, Massachusetts 02110
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (617) 330-8900
--------------

<PAGE>

ITEM 5. OTHER EVENTS.

On August 28, 1996, United Asset Management Corporation ("UAM")
acquired all of the stock of Rogge Global Partners Plc, an English
public company limited by shares, in a transaction accounted for as a
pooling of interests. Rogge Global Partners is a global fixed income
investment firm with approximately $3.5 billion in institutional
assets under management. Founded in 1985, Rogge Global Partners has
institutional clients in the United States, the United Kingdom, the
Middle East, the Netherlands and Bermuda.

On August 29, 1996, UAM acquired all of the stock of Clay Finlay
Inc., a New York corporation, and Clay Finlay Ltd., a Bermuda
corporation, in a transaction also accounted for as a pooling of
interests. Clay Finlay is a global equity investment management firm,
managing approximately $6 billion in global, EAFE (Europe,
Australasia and Far East), regional, and emerging market portfolios.
The firm has managed international equity accounts for institutions
since 1983. It has offices in London, Geneva, Hong Kong, Tokyo and
Melbourne; and its clients include public and private entities in
the United States, Canada, the United Kingdom, Continental Europe,
Australia and the Far East.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(a) PRO FORMA FINANCIAL INFORMATION.

(1) Unaudited Pro Forma Condensed Combined Balance Sheet of UAM
as of December 31, 1995 and December 31, 1994.

(2) Unaudited Pro Forma Condensed Combined Statement of
Operations of UAM for each of the three years ended December
31, 1995, December 31, 1994 and December 31, 1993.

(3) Unaudited Pro Forma Condensed Combined Balance Sheet of UAM
as of June 30, 1996.

(4) Unaudited Pro Forma Condensed Combined Statement of
Operations of UAM for the six-month period ended June 30,
1996.

(b) RESTATED FINANCIAL STATEMENTS.

(1) Unaudited Consolidated Statement of Income for the six-month
periods ended June 30, 1996 and June 30, 1995.

(2) Unaudited Condensed Consolidated Balance Sheet as of June
30, 1996 and Condensed Consolidated Balance Sheet as of
December 31, 1995.

(3) Unaudited Condensed Consolidated Statement of Cash Flows for
the six-month periods ended June 30, 1996 and June 30, 1995.

(4) Notes to Unaudited Condensed Consolidated Financial
Statements for the six-month periods ended June 30, 1996 and
June 30, 1995.

(5) Report of Independent Accountants.

(6) Consolidated Balance Sheet as of December 31, 1995 and 1994.

(7) Consolidated Statement of Income for each of the three
years in the period ended December 31, 1995.

(8) Consolidated Statement of Cash Flows for each of the
three years in the period ended December 31, 1995.

<PAGE>

(9) Consolidated Statement of Changes in Stockholders' Equity
for each of the three years in the period ended
December 31, 1995.

(10) Notes to Consolidated Financial Statements.

EXHIBIT NUMBER

23.1 Consent of Price Waterhouse LLP.

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

UNITED ASSET MANAGEMENT CORPORATION
-----------------------------------
Registrant

Dated: September 3, 1996 By: /s/ William H. Park
-------------------
William H. Park
Executive Vice President
and Chief Financial Officer

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)
December 31, 1995

The following unaudited pro forma condensed combined balance sheet is
based upon the consolidated balance sheets of United Asset Management
Corporation and subsidiaries ("UAM"), Clay Finlay Inc. and subsidiary and
Clay Finlay Ltd. and subsidiaries (combined as "CF") and Rogge Global
Partners Plc ("RG") as of December 31, 1995, and has been prepared to reflect
the poolings of interests with CF and RG by UAM as if they had been
consummated as of December 31, 1995.

This statement should be read in conjunction with the other financial
statements and notes thereto included elsewhere in this Form 8-K.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)
December 31, 1995
(In thousands)

<TABLE>
<CAPTION>
Pro Forma
UAM CF RG Combined
--- -- -- ---------
<S> <C> <C> <C> <C>
ASSETS

Current assets . . . . . . . . . . . . . . . . $ 260,700 $10,969 $2,750 $ 274,419
Fixed assets, net. . . . . . . . . . . . . . . 26,746 1,596 86 28,428
Cost assigned to contracts acquired, net . . . 1,037,280 - - 1,037,280
Other assets . . . . . . . . . . . . . . . . . 60,211 230 67 60,508
---------- ------- ------ ----------
Total assets . . . . . . . . . . . . . . . . . $1,384,937 $12,795 $2,903 $1,400,635
---------- ------- ------ ----------
---------- ------- ------ ----------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities . . . . . . . . . . . . . $ 181,332 $ 7,429 $1,979 $ 190,740
Senior notes payable . . . . . . . . . . . . . 150,000 - - 150,000
Subordinated notes payable . . . . . . . . . . 523,020 500 - 523,520
Deferred income taxes . . . . . . . . . . . . 44,688 (82) - 44,606
---------- ------- ------ ----------
Total liabilities . . . . . . . . . . . . . . 899,040 7,847 1,979 908,866
---------- ------- ------ ----------

Stockholders' equity:
Total paid-in capital . . . . . . . . . . . 341,706 449 168 342,323
Retained earnings. . . . . . . . . . . . . . 175,695 4,499 756 180,950
Less treasury shares at cost . . . . . . . . (31,504) - - (31,504)
---------- ------- ------ ----------
Total stockholders' equity . . . . . . . . . . 485,897 4,948 924 491,769
---------- ------- ------ ----------
Total liabilities and stockholders' equity . . $1,384,937 $12,795 $2,903 $1,400,635
---------- ------- ------ ----------
---------- ------- ------ ----------

</TABLE>

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)
December 31, 1994

The following unaudited pro forma condensed combined balance sheet is
based upon the consolidated balance sheets of United Asset Management
Corporation and subsidiaries ("UAM"), Clay Finlay Inc. and subsidiary and
Clay Finlay Ltd. and subsidiaries (combined as "CF") and Rogge Global
Partners Plc ("RG") as of December 31, 1994, and has been prepared to reflect
the poolings of interests with CF and RG by UAM as if they had been
consummated as of December 31, 1994.

This statement should be read in conjunction with the other financial
statements and notes thereto included elsewhere in this Form 8-K.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)
December 31, 1994
(In thousands)

Pro Forma
UAM CF RG Combined
--- -- -- ---------
<S> <C> <C> <C> <C>
ASSETS

Current assets . . . . . . . . . . . . . . . . . $179,264 $ 9,753 $1,746 $190,763
Fixed assets, net. . . . . . . . . . . . . . . . 19,351 1,533 106 20,990
Cost assigned to contracts acquired, net . . . . 656,130 - - 656,130
Other assets . . . . . . . . . . . . . . . . . . 60,882 334 103 61,319
--------- ------- ------ --------
Total assets . . . . . . . . . . . . . . . . . . $915,627 $11,620 $1,955 $929,202
--------- ------- ------ --------
--------- ------- ------ --------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities. . . . . . . . . . . . . . . $114,089 $ 5,294 $1,151 $120,534
Senior notes payable . . . . . . . . . . . . . . 172,000 - - 172,000
Subordinated notes payable . . . . . . . . . . . 192,330 600 162 193,092
Deferred income taxes. . . . . . . . . . . . . . 37,367 30 21 37,418
--------- ------- ------ --------
Total liabilities. . . . . . . . . . . . . . . . 515,786 5,924 1,334 523,044
--------- ------- ------ --------

Stockholders' equity:
Total paid-in capital. . . . . . . . . . . . 255,445 302 168 255,915
Retained earnings. . . . . . . . . . . . . . 150,951 5,394 453 156,798
Less treasury shares at cost . . . . . . . . (6,555) - - (6,555)
--------- ------- ------ --------
Total stockholders' equity . . . . . . . . . . . 399,841 5,696 621 406,158
--------- ------- ------ --------
Total liabilities and stockholders' equity . . . $915,627 $11,620 $1,955 $929,202
--------- ------- ------ --------
--------- ------- ------ --------
</TABLE>

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Year Ended December 31, 1995

The following unaudited pro forma condensed combined statement of
operations is based upon the consolidated results of operations of United
Asset Management Corporation and subsidiaries ("UAM"), Clay Finlay Inc. and
subsidiary and Clay Finlay Ltd. and subsidiaries (combined as "CF") and Rogge
Global Partners Plc ("RG") for the year ended December 31, 1995. To reflect
the poolings of interests of CF and RG by UAM, this statement combines the
results of operations of UAM for the year ended December 31, 1995, with those
of CF and RG as if 100% of the common stock of these companies had been
acquired on January 1, 1995, and gives effect to the pro forma adjustments
described in Notes 1 and 2.

This statement should be read in conjunction with the other financial
statements and notes thereto included elsewhere in this Form 8-K.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Year Ended December 31, 1995
(In thousands, except per-share data)

Pro Forma Adjustments
--------------------- Pro Forma
UAM CF RG CF RG Combined
--- -- -- -- -- --------
<S> <C> <C> <C> <C> <C> <C>
Revenues. . . . . . . . . . . . . . . . . . . . . $698,462 $29,269 $6,622 $734,353
-------- ------- ------ --------
Compensation and related expenses . . . . . . . . 336,787 22,078 3,651 $(12,696)(a) $(2,466)(a) 347,354
Amortization of cost assigned to contracts
acquired . . . . . . . . . . . . . . . . . . 93,192 - - 93,192
Other operating expenses. . . . . . . . . . . . . 106,773 6,561 2,120 115,454
-------- ------- ------ --------
536,752 28,639 5,771 556,000
-------- ------- ------ --------
Operating income. . . . . . . . . . . . . . . . . 161,710 630 851 178,353
-------- ------- ------ --------

Interest expense, net . . . . . . . . . . . . . . 42,325 155 6 42,486
Other amortization. . . . . . . . . . . . . . . . 1,695 - - 1,695
-------- ------- ------ --------
Income before income taxes. . . . . . . . . . . . 117,690 475 845 134,172
Income tax expense. . . . . . . . . . . . . . . . 50,373 886 495 4,751(b) 922(b) 57,427
-------- ------- ------ --------
Net income (loss) . . . . . . . . . . . . . . . . $ 67,317 $ (411) $ 350 $ 76,745
-------- ------- ------ --------
-------- ------- ------ --------

Primary earnings per share (see Note 2) . . . . . $1.08(1) $1.10

Fully diluted earnings per share (see Note 2) . . $1.08(1) $1.10

</TABLE>
(1) Historical per-share figures restated for a two-for-one common stock split
declared May 16, 1996.

See Notes to Pro Forma Condensed Combined Statement of Operations.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Year Ended December 31, 1995

NOTE 1

The pro forma condensed combined statement of operations has been prepared
to reflect the poolings of interests of CF and RG, as if 100% of the common
stock of these companies had been acquired on January 1, 1995.

Pro forma adjustments have been made to reflect the following:

(a) Historical compensation expenses of CF and RG were adjusted to reflect
the terms of the Revenue Sharing Agreements entered into by UAM and CF and by
UAM and RG. These agreements require the companies to remit a specified
percentage of their revenues to UAM, with the difference being retained to pay
compensation and other operating expenses.

(b) Historical income tax expense was adjusted to reflect the change in
pre-tax income on a pro forma basis resulting from the acquisition of the
businesses described above.

NOTE 2

Per-share data are based upon the actual number of common and common
equivalent shares for the year ended December 31, 1995, plus the common stock
issued in connection with the acquisitions of CF and RG. Pro forma earnings
per share have been calculated in accordance with the modified treasury stock
method.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Year Ended December 31, 1994

The following unaudited pro forma condensed combined statement of
operations is based upon the consolidated results of operations of United
Asset Management Corporation and subsidiaries ("UAM"), Clay Finlay Inc. and
subsidiary and Clay Finlay Ltd. and subsidiaries (combined as "CF") and Rogge
Global Partners Plc ("RG") for the year ended December 31, 1994. To reflect
the poolings of interests of CF and RG by UAM, this statement combines the
results of operations of UAM for the year ended December 31, 1994, with those
of CF and RG as if 100% of the common stock of these companies had been
acquired on January 1, 1994, and gives effect to the pro forma adjustments
described in Notes 1 and 2.

This statement should be read in conjunction with the other financial
statements and notes thereto included elsewhere in this Form 8-K.

<PAGE>
UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Year Ended December 31, 1994
(In thousands, except for per-share data)

<TABLE>
<CAPTION>
Pro Forma Adjustments
--------------------- Pro Forma
UAM CF RG CF RG Combined
--- -- -- -- -- --------
<S> <C> <C> <C> <C> <C> <C>
Revenues........................................ $492,288 $26,042 $3,039 $521,369
-------- ------- ------ --------
Compensation and related expenses............... 240,611 18,962 1,458 $(9,503)(a) $(1,449)(a) 250,079
Amortization of cost assigned to contracts
acquired...................................... 55,121 - - 55,121
Other operating expenses........................ 80,577 4,801 1,517 86,895
-------- ------- ------ --------
376,309 23,763 2,975 392,095
-------- ------- ------ --------
Operating income................................ 115,979 2,279 64 129,274
-------- ------- ------ --------

Interest expense (income), net.................. 11,512 63 (7) 11,568
Other amortization.............................. 1,261 - - 1,261
-------- ------- ------ --------
Income before income taxes...................... 103,206 2,216 71 116,445
Income tax expense.............................. 44,194 868 46 4,148(b) 604(b) 49,860
-------- ------- ------ --------
Net income...................................... $ 59,012 $ 1,348 $ 25 $ 66,585
======== ======= ====== ========

Primary earnings per share (see Note 2) $1.00(1) $1.00

Fully diluted earnings per share (see Note 2) $1.00(1) $1.00

</TABLE>

(1) Historical per-share figures restated for a two-for-one common stock split
declared May 16, 1996.

See Notes to Pro Forma Condensed Combined Statement of Operations.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Year Ended December 31, 1994

NOTE 1

Pro forma adjustments have been made to reflect the following:

(b) Historical income tax expense was adjusted to reflect the change in
pre-tax income on a pro forma basis resulting from the acquisition of the
businesses described above.

NOTE 2

Per-share data are based upon the actual number of common and common
equivalent shares for the year ended December 31, 1994, plus the common stock
issued in connection with the acquisitions of CF and RG. Pro forma earnings
per share have been calculated in accordance with the modified treasury stock
method.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Year Ended December 31, 1993

The following unaudited pro forma condensed combined statement of
operations is based upon the consolidated results of operations of United
Asset Management Corporation and subsidiaries ("UAM"), Clay Finlay Inc. and
subsidiary and Clay Finlay Ltd. and subsidiaries (combined as "CF") and Rogge
Global Partners Plc ("RG") for the year ended December 31, 1993. To reflect
the poolings of interests of CF and RG by UAM, this statement combines the
results of operations of UAM for the year ended December 31, 1993, with those
of CF and RG as if 100% of the common stock of these companies had been
acquired on January 1, 1993, and gives effect to the pro forma adjustments
described in Notes 1 and 2.

This statement should be read in conjunction with the other financial
statements and notes thereto included elsewhere in this Form 8-K.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Year Ended December 31, 1993
(In thousands, except per-share data)

<TABLE>
<CAPTION>
Pro Forma Adjustments
---------------------
UAM CF RG CF RG Pro Forma
--- -- -- -- -- Combined
--------
<S> <C> <C> <C> <C> <C> <C>
Revenues......................................... $449,858 $23,669 $3,202 $476,729
-------- ------- ------ --------

Compensation and related expenses................ 218,617 16,938 1,848 $(8,289)(a) $(1,465)(a) 227,649
Amortization of cost assigned to contracts
acquired........................................ 48,493 - - 48,493
Other operating expenses......................... 73,043 4,289 1,205 78,537
-------- ------- ------ --------
340,153 21,227 3,053 354,679
-------- ------- ------ --------
Operating income................................. 109,705 2,442 149 122,050
-------- ------- ------ --------

Interest expense, net............................ 13,790 80 13 13,883
Other amortization............................... 1,445 - - 1,445
-------- ------- ------ --------
Income before income taxes....................... 94,470 2,362 136 106,722
Income tax expense............................... 41,183 755 51 3,804(b) 634(b) 46,427
-------- ------- ------ --------
Net income....................................... $ 53,287 $ 1,607 $ 85 $ 60,295
-------- ------- ------ --------
-------- ------- ------ --------

Primary earnings per share (see Note 2) $.92(1) $.92

Fully diluted earnings per share (see Note 2) $.92(1) $.92

</TABLE>

(1) Historical per-share figures restated for a two-for-one common stock split
declared May 16, 1996.

See Notes to Pro Forma Condensed Combined Statement of Operations.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Year Ended December 31, 1993

NOTE 1

Pro forma adjustments have been made to reflect the following:

(b) Historical income tax expense was adjusted to reflect the change in
pre-tax income on a pro forma basis resulting from the acquisition of the
businesses described above.

NOTE 2

Per-share data are based upon the actual number of common and common
equivalent shares for the year ended December 31, 1993, plus the common stock
issued in connection with the acquisitions of CF and RG. Pro forma earnings
per share have been calculated in accordance with the modified treasury stock
method.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)
June 30, 1996

The following unaudited pro forma condensed combined balance sheet is
based upon the consolidated balance sheets of United Asset Management
Corporation and subsidiaries ("UAM"), Clay Finlay Inc. and subsidiary and
Clay Finlay Ltd. and subsidiaries (combined as "CF") and Rogge Global
Partners Plc ("RG") as of June 30, 1996, and has been prepared to reflect the
poolings of interests with CF and RG by UAM as if they had been consummated
as of June 30, 1996.

This statement should be read in conjunction with the other financial
statements and notes thereto included elsewhere in this Form 8-K.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED BALANCE SHEET

(Unaudited)
June 30, 1996
(In thousands)
<TABLE>
<CAPTION>

Pro Forma
ASSETS UAM CF RG Combined
--- -- -- --------
<S> <C> <C> <C> <C>
Current assets................................... $ 313,269 $10,821 $2,816 $ 326,906
Fixed assets, net................................ 28,715 2,016 90 30,821
Cost assigned to contracts acquired, net......... 984,016 - - 984,016
Other assets..................................... 59,910 466 69 60,445
---------- ------- ------ ----------
Total assets..................................... $1,385,910 $13,303 $2,975 $1,402,188
---------- ------- ------ ----------
---------- ------- ------ ----------
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities.............................. $ 183,867 $ 7,633 $1,982 $ 193,482
Senior notes payable............................. 150,000 - - 150,000
Subordinated notes payable....................... 499,232 - - 499,232
Deferred income taxes............................ 39,719 46 - 39,765
---------- ------- ------ ----------
Total liabilities................................ 872,818 7,679 1,982 882,479
---------- ------- ------ ----------
Stockholders' equity:
Total paid-in capital.......................... 343,881 996 169 345,046
Retained earnings.............................. 180,390 4,628 824 185,842
Less treasury shares at cost................... (11,179) - - (11,179)
---------- ------- ------ ----------
Total stockholders' equity....................... 513,092 5,624 993 519,709
---------- ------- ------ ----------
Total liabilities and stockholders' equity....... $1,385,910 $13,303 $2,975 $1,402,188
---------- ------- ------ ----------
---------- ------- ------ ----------

</TABLE>

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Six Months Ended June 30, 1996

The following unaudited pro forma condensed combined statement of
operations is based upon the consolidated results of operations of United
Asset Management Corporation and subsidiaries ("UAM"), Clay Finlay Inc. and
subsidiary and Clay Finlay Ltd. and subsidiaries (combined as "CF") and Rogge
Global Partners Plc ("RG") for the six months ended June 30, 1996. To
reflect the poolings of interests of CF and RG by UAM, this statement
combines the results of operations of UAM for the six months ended June 30,
1996, with those of CF and RG as if 100% of the common stock of these
companies had been acquired on January 1, 1996 and gives effect to the pro
forma adjustments described in Notes 1 and 2.

This statement should be read in conjunction with the other financial
statements and notes thereto included elsewhere in this Form 8-K.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Six Months Ended June 30, 1996
(In thousands, except per-share data)

<TABLE>
<CAPTION>
Pro Forma Adjustments
--------------------------- Pro Forma
UAM CF RG CF RG Combined
-------- ------- ------ ----------- ----------- ---------
<S> <C> <C> <C> <C> <C> <C>
Revenues.......................................... $396,203 $14,670 $4,314 $ 415,187
-------- ------- ------ ---------
Compensation and related expenses................. 189,944 9,809 2,937 $(5,915)(a) $(2,054)(a) 194,721
Amortization of cost assigned to contracts
acquired......................................... 53,362 -- -- 53,362
Other operating expenses.......................... 61,999 3,894 1,278 67,171
-------- ------- ------ ---------
305,305 13,703 4,215 315,254
-------- ------- ------ ---------
Operating income.................................. 90,898 967 99 99,933
-------- ------- ------ ---------
Interest expense (income), net.................... 19,960 280 (4) 20,236
Other amortization................................ 930 -- -- 930
-------- ------- ------ ---------
Income before income taxes........................ 70,008 687 103 78,767
Income tax expense................................ 29,964 423 47 2,402 (b) 876 (b) 33,712
-------- ------- ------ ---------
Net income........................................ $ 40,044 $ 264 $ 56 $ 45,055
-------- ------- ------ ---------
-------- ------- ------ ---------
Primary earnings per share (see Note 2)........... $.63 $.63

Fully diluted earnings per share (see Note 2)..... $.62 $.62
</TABLE>

See Notes to Pro Forma Condensed Combined Statement of Operations.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

(Unaudited)
For the Six Months Ended June 30, 1996

NOTE 1

Pro forma adjustments have been made to reflect the following:

(b) Historical income tax expense was adjusted to reflect the change in
pre-tax income on a pro forma basis resulting from the acquisition of the
businesses described above.

NOTE 2

Per-share data are based upon the actual number of common and common
equivalent shares for the six months ended June 30,1996, plus the common
stock issued in connection with the acquisitions of CF and RG. Pro forma
earnings per share have been calculated in accordance with the modified
treasury stock method.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

CONSOLIDATED STATEMENT OF INCOME(1)
(Unaudited)

Six Months Ended
June 30,
------------------------------
1996 1995
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Revenues . . . . . . . . . . . . . . . . . . . . . . . $415,187,000 $339,745,000
------------ ------------
Operating expenses:
Compensation and related expenses. . . . . . . . . . 202,690,000 165,483,000
Amortization of cost assigned
to contracts acquired. . . . . . . . . . . . . . . 53,362,000 43,862,000
Other operating expenses . . . . . . . . . . . . . . 67,171,000 54,005,000
------------ ------------
323,223,000 263,350,000
------------ ------------
Operating income . . . . . . . . . . . . . . . . . . . 91,964,000 76,395,000
------------ ------------

Non-operating expenses:
Interest expense, net. . . . . . . . . . . . . . . . 20,236,000 19,435,000
Other amortization . . . . . . . . . . . . . . . . . 930,000 763,000
------------ ------------
21,166,000 20,198,000
------------ ------------
Income before income tax expense . . . . . . . . . . . 70,798,000 56,197,000
Income tax expense . . . . . . . . . . . . . . . . . . 30,434,000 24,886,000
------------ ------------
Net income . . . . . . . . . . . . . . . . . . . . . . $ 40,364,000 $ 31,311,000
------------ ------------
------------ ------------

Earnings per share:
Primary earnings per share . . . . . . . . . . . . . $.57 $.45
Fully diluted earnings per share . . . . . . . . . . $.56 $.45

Dividends declared per share . . . . . . . . . . . . . $.32 $.28

</TABLE>

(1) Restated due to pooling of interests transactions completed during 1996.

See Notes to Condensed Consolidated Financial Statements.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET(1)

<TABLE>
<CAPTION>
June 30, December 31,
1996 1995
(Unaudited)
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Assets

Current assets:
Cash and cash equivalents. . . . . . . . . . . . . . $ 178,525,000 $ 125,448,000
Investment advisory fees receivable. . . . . . . . . 135,568,000 134,822,000
Other current assets . . . . . . . . . . . . . . . . 12,813,000 14,149,000
-------------- --------------
Total current assets . . . . . . . . . . . . . . . . . 326,906,000 274,419,000

Fixed assets, net. . . . . . . . . . . . . . . . . . . 30,821,000 28,428,000
Cost assigned to contracts acquired, net . . . . . . . 984,016,000 1,037,280,000
Other assets . . . . . . . . . . . . . . . . . . . . . 60,445,000 60,508,000
-------------- --------------
Total assets . . . . . . . . . . . . . . . . . . . . . $1,402,188,000 $1,400,635,000
-------------- --------------
-------------- --------------

Liabilities and Stockholders' Equity

Current liabilities:
Accounts payable and accrued expenses. . . . . . . . $ 112,760,000 $ 97,250,000
Accrued compensation . . . . . . . . . . . . . . . . 77,033,000 86,710,000
Current portion of notes payable . . . . . . . . . . 3,689,000 6,780,000
-------------- --------------
Total current liabilities. . . . . . . . . . . . . . . 193,482,000 190,740,000

Senior notes payable . . . . . . . . . . . . . . . . . 150,000,000 150,000,000
Subordinated notes payable . . . . . . . . . . . . . . 499,232,000 523,520,000
Deferred income taxes. . . . . . . . . . . . . . . . . 39,765,000 44,606,000
-------------- --------------
Total liabilities. . . . . . . . . . . . . . . . . . . 882,479,000 908,866,000
-------------- --------------

Commitments and contingencies

Stockholders' equity:
Common stock, par value $.01 per share . . . . . . . 692,000 692,000
Capital in excess of par value . . . . . . . . . . . 344,354,000 341,631,000
Retained earnings. . . . . . . . . . . . . . . . . . 185,842,000 180,950,000
-------------- --------------
530,888,000 523,273,000
Less treasury shares at cost . . . . . . . . . . . . (11,179,000) (31,504,000)
-------------- --------------
Total stockholders' equity . . . . . . . . . . . . . . 519,709,000 491,769,000
-------------- --------------

Total liabilities and stockholders'
equity. . . . . . . . . . . . . . . . . . . . . . . $1,402,188,000 $1,400,635,000
-------------- --------------
-------------- --------------

</TABLE>

(1) Restated due to pooling of interests transactions completed during 1996.

See Notes to Condensed Consolidated Financial Statements.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS(1)
(Unaudited)

Six Months Ended
June 30,
--------------------------------
1996 1995
- ----------------------------------------------------------------------------------------
<S> <C> <C>
Cash flow from operating activities:
Net income . . . . . . . . . . . . . . . . . . . . $ 40,364,000 $ 31,311,000
Adjustments to reconcile net income
to net cash flow from operating activities:
Amortization of cost assigned
to contracts acquired. . . . . . . . . . . . . 53,362,000 43,862,000
Depreciation . . . . . . . . . . . . . . . . . . 4,111,000 3,067,000
Other amortization . . . . . . . . . . . . . . . 930,000 763,000
-------------- --------------
Net income plus amortization and depreciation. . . 98,767,000 79,003,000
Changes in assets and liabilities:
Increase in investment
advisory fees receivable . . . . . . . . . . . (540,000) (29,130,000)
Decrease (increase) in other current assets... . 1,311,000 (1,552,000)
Increase in accounts payable and
accrued expenses . . . . . . . . . . . . . . . 16,751,000 12,816,000
Increase (decrease) in accrued compensation... . (9,649,000) 5,125,000
Increase (decrease) in deferred income taxes.. . (4,841,000) 4,537,000
-------------- --------------
Net cash flow from operating activities. . . . . . . 101,799,000 70,799,000
-------------- --------------

Cash flow used in investing activities:
Cash additions to cost assigned
to contracts acquired. . . . . . . . . . . . . . (103,000) (40,661,000)
Change in other assets . . . . . . . . . . . . . . (6,714,000) (11,311,000)
-------------- --------------
Net cash flow used in investing activities . . . . . (6,817,000) (51,972,000)
-------------- --------------

Cash flow from (used in) financing activities:
Purchase of treasury shares. . . . . . . . . . . . (29,663,000) (19,806,000)
Additions to (reductions in) notes payable, net. . (10,598,000) 4,579,000
Issuance or reissuance of equity securities. . . . 17,180,000 6,709,000
Dividends paid . . . . . . . . . . . . . . . . . . (18,746,000) (17,124,000)
-------------- --------------
Net cash flow used in financing activities . . . . . (41,827,000) (25,642,000)
-------------- --------------

Effect of foreign exchange rate
changes on cash flow . . . . . . . . . . . . . . . (78,000) 502,000
-------------- --------------

Net increase (decrease) in cash and cash
equivalents. . . . . . . . . . . . . . . . . . . . 53,077,000 (6,313,000)
Cash and cash equivalents at beginning of period . . 125,448,000 90,960,000
-------------- --------------
Cash and cash equivalents at end of period . . . . . $178,525,000 $ 84,647,000
-------------- --------------
-------------- --------------
</TABLE>

(1) Restated due to pooling of interests transactions completed during 1996.

See Notes to Condensed Consolidated Financial Statements.

<PAGE>

UNITED ASSET MANAGEMENT CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

Note 1

In the opinion of management, the accompanying unaudited Condensed
Consolidated Financial Statements contain all adjustments, consisting only of
normal recurring accruals, necessary to present fairly the financial position
of the Company and its subsidiaries at June 30, 1996 and their results of
operations and cash flows for the six-month period ended June 30, 1996 and
1995. These Financial Statements should be read in conjunction with the other
restated historical financial statements and notes thereto included in this
Form 8-K.

Note 2

Accumulated depreciation of fixed assets was $38,259,000 and $34,148,000
at June 30, 1996 and December 31, 1995, respectively. The accumulated
amortization of cost assigned to contracts acquired was $418,998,000 and
$365,636,000 at June 30, 1996 and December 31, 1995, respectively.

Note 3

The Company has a systematic program to repurchase shares of its common
stock to meet the requirements for future issuance of shares upon the
exercise of stock options and warrants. During the six-month period ended
June 30, 1996, the Company repurchased 1,358,000 shares at a cost of
$29,663,000. During the six-month period ended June 30, 1996, exercises of
warrants and stock options resulted in the Company extinguishing subordinated
notes, receiving cash proceeds and issuing stock as follows:

SIX MONTHS
ENDED
JUNE 30, 1996
-------------
Subordinated notes extinguished $16,932,000
Cash proceeds received $17,208,000
Shares issued --
Treasury shares reissued 2,566,772

As of June 30, 1996, the Company held 468,158 treasury shares.

As of June 30, 1996, 10,029,000 warrants and 7,084,000 stock options
were outstanding at weighted average exercise prices of $20.32 and $16.40,
respectively.

<PAGE>

Note 4

The Company acquired Rogge Global Partners Plc (Rogge Global Partners)
and Clay Finlay Inc. and Clay Finlay Ltd. (collectively Clay Finlay) on
August 28, 1996 and August 29, 1996, respectively, in business combinations
accounted for as poolings of interests. Accordingly, the consolidated
financial statements of the Company have been restated to include Rogge
Global Partners and Clay Finlay for the applicable periods. A reconciliation
of revenues, net income and earnings per share as previously reported and as
restated follows below:

Six Months Six Months
Ended Ended
June 30, 1996 June 30, 1995
------------- -------------

Revenues:
As previously reported $396,203,000 $322,089,000
Pooled firms 18,984,000 17,656,000
------------- -------------
As restated $415,187,000 $339,745,000
------------- -------------
------------- -------------

Net income:
As previously reported $ 40,044,000 $ 32,374,000
Pooled firms 320,000 (1,063,000)
------------- -------------
As restated $ 40,364,000 $ 31,311,000
------------- -------------
------------- -------------
Earnings per share:
Primary, as previously reported $.63 $.52
Primary, as restated $.57 $.45
Fully diluted, as previously reported $.62 $.52
Fully diluted, as restated $.56 $.45

<PAGE>

[Price Waterhouse LLP Letterhead]
Report of Independent Accountants

To the Board of Directors and Stockholders of
United Asset Management Corporation

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of income, of cash flows and of changes in stockholders'
equity present fairly, in all material respects, the financial position of
United Asset Management Corporation and its subsidiaries at December 31, 1995
and 1994, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 1995, in conformity with
generally accepted accounting principles. These financial statements are the
responsibility of the Company's management; our responsibility is to express an
opinion on these financial statements based on our audits. We conducted our
audits of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/ Price Waterhouse LLP
- ------------------------
Price Waterhouse LLP
Boston, Massachusetts

August 29, 1996

<PAGE>
CONSOLIDATED BALANCE SHEET(1)
UNITED ASSET MANAGEMENT CORPORATION

<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------
DECEMBER 31, 1995 1994
- --------------------------------------------------------------------------------------------
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 125,448,000 $ 90,960,000
Investment advisory fees receivable 134,822,000 86,143,000
Other current assets 14,149,000 13,660,000
- --------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 274,419,000 190,763,000
Fixed assets, net 28,428,000 20,990,000
Cost assigned to contracts acquired, net of accumulated
amortization of $365,636,000 in 1995 and $272,444,000 in
1994 1,037,280,000 656,130,000
Other assets 60,508,000 61,319,000
- --------------------------------------------------------------------------------------------
TOTAL ASSETS $1,400,635,000 $929,202,000
============================================================================================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses $ 97,250,000 $ 67,349,000
Accrued compensation 86,710,000 49,009,000
Current portion of notes payable 6,780,000 4,176,000
- --------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 190,740,000 120,534,000
Senior notes payable 150,000,000 172,000,000
Subordinated notes payable 523,520,000 193,092,000
Deferred income taxes 44,606,000 37,418,000
- --------------------------------------------------------------------------------------------
TOTAL LIABILITIES 908,866,000 523,044,000
- --------------------------------------------------------------------------------------------
Commitments and contingencies
Stockholders' equity:
Common stock, par value $.01 per share:
Authorized--200,000,000 shares
Issued--69,217,426 shares in 1995 and 64,152,566 in
1994(2) 692,000 359,000
Capital in excess of par value(2) 341,631,000 255,556,000
Retained earnings 180,950,000 156,798,000
- --------------------------------------------------------------------------------------------
523,273,000 412,713,000
Less treasury shares at cost--1,676,930 shares in 1995 and
379,452 in 1994(2) (31,504,000) (6,555,000)
- --------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY 491,769,000 406,158,000
- --------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $1,400,635,000 $929,202,000
============================================================================================
</TABLE>

(1) Restated due to pooling of interests transactions completed during 1996.

(2) Historical figures restated for a two-for-one common stock split declared
May 16, 1996.

See Notes to Consolidated Financial Statements.

<PAGE>
CONSOLIDATED STATEMENT OF INCOME(1)
UNITED ASSET MANAGEMENT CORPORATION

<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995 1994 1993
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
REVENUES $734,353,000 $521,369,000 $476,729,000
- ------------------------------------------------------------------------------------------------------------------
OPERATING EXPENSES:
Compensation and related expenses 362,516,000 261,031,000 237,403,000
Amortization of cost assigned to contracts acquired 93,192,000 55,121,000 48,493,000
Other operating expenses 115,454,000 86,895,000 78,537,000
- ------------------------------------------------------------------------------------------------------------------
571,162,000 403,047,000 364,433,000
- ------------------------------------------------------------------------------------------------------------------
Operating income 163,191,000 118,322,000 112,296,000
- ------------------------------------------------------------------------------------------------------------------
NON-OPERATING EXPENSES:
Interest expense, net 42,486,000 11,568,000 13,883,000
Other amortization 1,695,000 1,261,000 1,445,000
- ------------------------------------------------------------------------------------------------------------------
44,181,000 12,829,000 15,328,000
- ------------------------------------------------------------------------------------------------------------------
Income before income tax expense 119,010,000 105,493,000 96,968,000
Income tax expense 51,754,000 45,108,000 41,989,000
- ------------------------------------------------------------------------------------------------------------------
NET INCOME $ 67,256,000 $ 60,385,000 $ 54,979,000
==================================================================================================================
Primary earnings per share $.97(2) $.91(2) $.84(2)
==================================================================================================================
Fully diluted earnings per share $.97(2) $.91(2) $.84(2)
==================================================================================================================
</TABLE>

(1) Restated due to pooling of interests transactions completed during 1996.

(2) Historical per-share figures restated for a two-for-one common stock split
declared May 16, 1996.

See Notes to Consolidated Financial Statements.
<PAGE>
CONSOLIDATED STATEMENT OF CASH FLOWS(1)
UNITED ASSET MANAGEMENT CORPORATION

<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995 1994 1993
- ----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
CASH FLOW FROM OPERATING ACTIVITIES:
Net income $ 67,256,000 $ 60,385,000 $ 54,979,000
Adjustments to reconcile net income to net cash flow
from operating activities:
Amortization of cost assigned to contracts acquired 93,192,000 55,121,000 48,493,000
Depreciation 6,865,000 5,212,000 4,635,000
Other amortization 1,695,000 1,261,000 1,445,000
- ----------------------------------------------------------------------------------------------------------------
NET INCOME PLUS AMORTIZATION AND DEPRECIATION 169,008,000 121,979,000 109,552,000
Changes in assets and liabilities:
Increase in investment advisory fees receivable (48,732,000) (2,638,000) (10,297,000)
Increase in other current assets (507,000) (7,288,000) (242,000)
Increase in accounts payable and accrued expenses 30,213,000 5,092,000 13,648,000
Increase in accrued compensation 37,745,000 28,578,000 2,172,000
Increase in deferred income taxes 7,188,000 3,679,000 4,345,000
- ----------------------------------------------------------------------------------------------------------------
NET CASH FLOW FROM OPERATING ACTIVITIES 194,915,000 149,402,000 119,178,000
- ----------------------------------------------------------------------------------------------------------------
Cash flow used in investing activities:
Purchase of fixed assets (13,937,000) (9,625,000) (5,354,000)
Cash additions to cost assigned to contracts acquired (43,582,000) (161,649,000) (30,499,000)
Change in other assets (1,283,000) (4,058,000) (2,246,000)
- ----------------------------------------------------------------------------------------------------------------
NET CASH FLOW USED IN INVESTING ACTIVITIES (58,802,000) (175,332,000) (38,099,000)
- ----------------------------------------------------------------------------------------------------------------
Cash flow from (used in) financing activities:
Purchase of treasury shares (48,819,000) (14,883,000) (4,166,000)
Reductions in notes payable (295,435,000) (140,547,000) (116,152,000)
Additions to notes payable 268,175,000 224,656,000 67,575,000
Issuance or reissuance of equity securities 10,494,000 8,153,000 9,876,000
Dividends declared (35,650,000) (28,498,000) (20,654,000)
- ----------------------------------------------------------------------------------------------------------------
NET CASH FLOW FROM (USED IN) FINANCING ACTIVITIES (101,235,000) 48,881,000 (63,521,000)
- ----------------------------------------------------------------------------------------------------------------
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH FLOW (390,000) 1,566,000 (560,000)
- ----------------------------------------------------------------------------------------------------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS 34,488,000 24,517,000 16,998,000
Cash and cash equivalents at beginning of year 90,960,000 66,443,000 49,445,000
- ----------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS AT END OF YEAR $ 125,448,000 $ 90,960,000 $ 66,443,000
================================================================================================================
</TABLE>

(1) Restated due to pooling of interests transactions completed during 1996.

See Notes to Consolidated Financial Statements.

<PAGE>

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY(1)
UNITED ASSET MANAGEMENT CORPORATION

- -----------------------------------------------------------------------------------------------------------------------------
COMMON CAPITAL IN TREASURY
SHARES STOCK AT EXCESS OF RETAINED TREASURY SHARES
ISSUED(2) PAR VALUE PAR VALUE EARNINGS SHARES(2) AT COST
- -----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
December 31, 1992 as previously reported 49,439,132 $247,000 $196,107,000 $ 88,848,000 (37,800) $ (550,000)
Poolings of interests 7,586,402 76,000 394,000 3,477,000 - -
- -----------------------------------------------------------------------------------------------------------------------------
December 31, 1992 57,025,534 323,000 196,501,000 92,325,000 (37,800) (550,000)
Issuance of stock 638 - 11,000 - - -
Exercise of stock options and warrants 4,505,026 23,000 36,491,000 (2,195,000) 316,600 4,716,000
Issuance of warrants - - 1,150,000 - - -
Purchase of treasury shares - - - - (278,800) (4,166,000)
Net income - - - 54,979,000 - -
Dividends declared ($.42 per share) - - - (20,304,000) - -
Dividends declared by pooled companies - - - (350,000) - -
Foreign currency translation adjustment - - - (653,000) - -
- -----------------------------------------------------------------------------------------------------------------------------
December 31, 1993 61,531,198 346,000 234,153,000 123,802,000 - -
Issuance of stock 1,150,874 6,000 1,000 2,205,000 - -
Exercise of stock options and warrants 1,470,494 7,000 17,357,000 (2,989,000) 512,548 8,328,000
Issuance of warrants - - 4,045,000 - - -
Purchase of treasury shares - - - - (892,000) (14,883,000)
Net income - - - 60,385,000 - -
Dividends declared ($.50 per share) - - - (28,123,000) - -
Dividends declared by pooled companies - - - (375,000) - -
Foreign currency translation adjustment - - - 1,893,000 - -
- -----------------------------------------------------------------------------------------------------------------------------
December 31, 1994 64,152,566 359,000 255,556,000 156,798,000 (379,452) (6,555,000)
Issuance of stock 3,746,008 19,000 67,351,000 - - -
Exercise of stock options and warrants 1,318,852 6,000 17,530,000 (7,229,000) 1,304,122 23,870,000
Issuance of warrants - - 1,502,000 - - -
Purchase of treasury shares - - - - (2,601,600) (48,819,000)
Net income - - - 67,256,000 - -
Dividends declared ($.58 per share) - - - (35,275,000) - -
Dividends declared by pooled companies - - - (375,000) - -
Foreign currency translation adjustment - - - (225,000) - -
Two-for-one common stock split - 308,000 (308,000) - - -
- -----------------------------------------------------------------------------------------------------------------------------
December 31, 1995 69,217,426 $692,000 $341,631,000 $180,950,000 (1,676,930) $(31,504,000)
- -----------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------

</TABLE>

(1) Restated due to pooling of interests transactions completed during 1996.
(2) Historical figures restated for a two-for-one common stock split declared
May 16, 1996.

See Notes to Consolidated Financial Statements.

<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
UNITED ASSET MANAGEMENT CORPORATION

- --------------------------------------------------------------------------------
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

THE COMPANY
The principal business activities of United Asset Management Corporation (the
Company) are investment advisory services, primarily for institutional clients,
and the acquisition of institutional investment management firms. The Company's
wholly owned subsidiaries operate in one business segment, that is, as
investment advisers, managing both domestic and international investment
portfolios for corporate, government and union pension funds, endowments and
foundations, mutual funds and individuals. While the Company's subsidiaries
primarily specialize in the management of U.S. equities, bonds and cash, other
asset classes under management have grown significantly in recent years to
include real estate, international securities and stable value assets.

The Company has arrangements with its subsidiaries and certain of their
principal officers (revenue sharing plans) under which the subsidiaries are
entitled to use a portion (determined by formula) of their revenues to meet all
their operating expenses, including compensation, at the discretion of the
subsidiaries' management. Revenues in excess of those used to meet operating
expenses of a subsidiary are used by the Company to meet its operating and cash
flow needs. All operating expenses incurred by the subsidiaries are charged to
operations and reported as compensation and related expenses or as other
operating expenses in these consolidated financial statements.

RESTATEMENT
During 1996, the Company's Board of Directors approved a two-for-one common
stock split effected in the form of a 100% stock dividend. The stock split
was payable June 21, 1996 to the stockholders of record at the close of
business on June 7, 1996. The par value of the Company's common stock
remained unchanged. An amount equal to the $.01 par value of the shares
outstanding at December 31, 1995 has been transferred from capital in excess
of par value to common stock. All historical per-share amounts and numbers of
shares have been restated to retroactively reflect the stock split.

As more fully described in Notes 4 and 7, during 1996 the Company issued
shares of its common stock to acquire Rogge Global Partners Plc (Rogge Global
Partners) and Clay Finlay Inc. and Clay Finlay Ltd. (collectively Clay
Finlay) through transactions accounted for as poolings of interests. As a
result of these poolings, the accompanying consolidated financial statements
have been restated for all years to include the balance sheets and the
related statements of income, of cash flows and of changes in stockholders'
equity of Rogge Global Partners and Clay Finlay.

CONSOLIDATION
These consolidated financial statements include the accounts of the Company and
all of its subsidiaries. All inter-company balances and transactions have been
eliminated.

REVENUE RECOGNITION
The majority of the Company's revenues are derived from investment advisory fees
that are normally accrued over the period in which services are performed. Any
fees collected in advance are deferred and recognized as income over the period
earned. Transaction-based fees are recognized when all contractual obligations
have been satisfied. All investment advisory fees receivable are expected to be
collected.

FIXED ASSETS AND DEPRECIATION
Equipment and other fixed assets are recorded at cost and depreciated using the
straight-line method over their estimated useful lives. Leasehold improvements
are amortized over the shorter of their estimated useful lives or the term of
the lease.

<PAGE>

COST ASSIGNED TO CONTRACTS ACQUIRED AND GOODWILL
The purchase price for the acquisition of a company acquired in a business
combination accounted for as a purchase transaction is allocated based on the
fair value of the net assets acquired, primarily investment advisory contracts.

The cost assigned to contracts acquired is amortized using the straight-line
method over periods ranging from five to 20 years. These lives represent the
estimated weighted average lives of the contracts acquired and are based
generally on historical experience of the individual companies acquired. The
estimated remaining weighted average lives of contracts acquired are
periodically reevaluated. If experience subsequent to the acquisition indicates
that the estimate of the average remaining lives should be shortened, the cost
assigned to contracts acquired will be amortized over the shorter life
commencing in the year in which the new estimate is determined. The results of
the most recent reevaluations of estimated remaining lives had no material
effect on the Company's financial position or results of operations.

Amounts paid to certain key employees for entering into long-term employment
contracts and noncompetition agreements at the time of acquisitions are included
in cost assigned to contracts acquired and are amortized on a straight-line
basis over the lives of such arrangements.

Purchase price in excess of the fair value of the net assets acquired is
recorded as goodwill and amortized on a straight-line method over 40 years.
Goodwill, net of accumulated amortization, was $20,793,000 and $21,419,000 at
December 31, 1995 and 1994, respectively, and is included in other assets in the
accompanying consolidated balance sheet.

INCOME TAXES
Income taxes for financial reporting purposes are recorded in accordance with
Statement of Financial Accounting Standards No. 109, Accounting for Income Taxes
(FAS 109). The asset and liability approach underlying FAS 109 requires the
recognition of deferred tax liabilities and assets for the expected future tax
consequences of temporary differences between the carrying amounts and tax bases
of the Company's assets and liabilities, primarily the cost assigned to
contracts acquired.

RETIREMENT AND PENSION PLANS
The Company has certain retirement and pension plans which cover eligible
employees of the Company and its subsidiaries. All plans are defined
contribution retirement plans, with the exception of a defined benefit pension
plan maintained by a non-U.S. subsidiary. The expense related to all plans was
$11,039,000, $7,590,000 and $7,653,000 in 1995, 1994 and 1993, respectively.

The defined benefit pension plan has an excess of plan assets over plan
obligations. Excess plan assets and pension expense relating to this plan are
not significant in relation to the Company's consolidated financial statements.

STOCK-BASED COMPENSATION PLANS
Statement of Financial Accounting Standards No. 123, Accounting for
Stock-Based Compensation (FAS 123), is effective for fiscal years beginning
after December 15, 1995. Under the requirements of FAS 123, the Company may
adopt the new fair value method of accounting for stock-based compensation
plans or continue to account for these plans using the intrinsic value method
prescribed by Accounting Principles Board Opinion No. 25, Accounting for
Stock Issued to Employees (APB 25). If the accounting treatment under APB 25
continues, pro forma disclosures of net income and earnings per share are
required, including the tax effects if any, as if the fair value accounting
method had been adopted. The Company intends to continue accounting for its
stock-based compensation plans under APB 25 and will provide the necessary
disclosures required under FAS 123 in 1996.

<PAGE>

EARNINGS PER SHARE
Primary earnings per share represent earnings per common and common equivalent
share which are determined on the basis of the weighted average number of shares
outstanding after giving effect to (1) potentially dilutive stock options and
warrants under the modified treasury stock method; and (2) contingently issuable
stock and warrants based on the probability of issuance.

Fully diluted earnings per share represent earnings per common share assuming
full dilution which are determined based on (1) the weighted average number of
common and common equivalent shares assumed outstanding under the modified
treasury stock method during the period; and (2) the issuance of contingently
issuable stock and warrants at the most dilutive level.

CASH EQUIVALENTS
Cash equivalents represent highly liquid investments with an original maturity
of three months or less. The Company invests its excess cash in deposits with
major banks, money market funds or in securities, comprised primarily of
commercial paper of companies with strong credit ratings in diversified
industries. At December 31, 1995, cash equivalents included $30,946,000 of
short-term interest bearing securities, which were classified as held to
maturity and for which cost approximated fair value.

FOREIGN CURRENCY TRANSLATION
In accordance with Statement of Financial Accounting Standards No. 52, Foreign
Currency Translation, the financial statements of all non-U.S. subsidiaries are
translated to U.S. dollars as follows: assets and liabilities at year-end
exchange rates; income, expenses and cash flows at average exchange rates; and
stockholders' equity at historical exchange rates. The resulting translation
adjustment is recorded as a component of stockholders' equity.

INTEREST RATE PROTECTION AGREEMENTS
The Company periodically enters into interest rate protection agreements to
reduce the potential impact of increases in interest rates associated with
borrowings under the Company's Reducing Revolving Credit Agreement. Premiums
paid for these instruments are amortized as interest expense over the terms of
the agreements. Any amounts receivable under these agreements are recorded as a
reduction of interest expense.

USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect amounts and disclosures reported in the accompanying financial
statements.

- --------------------------------------------------------------------------------
NOTE 2 - FIXED ASSETS AND LEASE OBLIGATIONS
Fixed assets, which have estimated useful lives up to 10 years, consist of the
following:

- --------------------------------------------------------------------------------
DECEMBER 31, 1995 1994
- --------------------------------------------------------------------------------
Equipment, leasehold improvements and other
fixed assets $ 62,576,000 $ 50,744,000
Accumulated depreciation and amortization (34,148,000) (29,754,000)
- --------------------------------------------------------------------------------
$ 28,428,000 $ 20,990,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

At December 31, 1995, future minimum rentals for operating leases that have
initial or non-cancelable lease terms in excess of one year are payable as
follows:

- --------------------------------------------------------------------------------
REQUIRED
MINIMUM
YEAR ENDED DECEMBER 31, PAYMENT
- --------------------------------------------------------------------------------
1996 $19,533,000
1997 $17,860,000
1998 $15,305,000
1999 $12,913,000
2000 $11,959,000
Thereafter $19,774,000

Rent expense for 1995, 1994 and 1993 approximated $20,179,000, $14,323,000 and
$12,751,000, respectively.

- --------------------------------------------------------------------------------
NOTE 3 - NOTES PAYABLE
In August 1995, the Company sold $150,000,000 in Senior Notes (the Senior Notes)
to a group of institutional investors. The Senior Notes bear interest at a fixed
rate of 7.12% and mature in accordance with a scheduled payment plan calling for
equal annual payments beginning August 25, 2000 and ending August 25, 2005. The
proceeds from the issuance of the Senior Notes were used to pay $150,000,000 of
outstanding borrowings under the Company's Reducing Revolving Credit Agreement
(the Credit Agreement). Subsequent to this transaction and under the terms of
the Credit Agreement, the Company has the ability to borrow, prepay and reborrow
up to $400,000,000 through August 29, 1996. The principal amount of borrowings
outstanding under the Credit Agreement at that date will be payable in 12 equal
quarterly installments through August 29, 1999. As of December 31, 1995, an
annual commitment fee of .35% is payable on the daily average unused portion of
the $400,000,000 commitment. The Company had no borrowings outstanding under the
Credit Agreement at December 31, 1995.

Effective April 19, 1996, the Company extended and expanded its Credit Agreement
into a five year, $500,000,000 revolving facility. Interest rates available for
amounts outstanding under the new Credit Agreement are currently: prime, .40%
over LIBOR, .525% over certain certificate of deposit rates or a money market
bid option. Under the money market bid option, the Company can borrow up to
$50,000,000 from members of its banking group at prevailing money market rates;
any such borrowings reduce the commitment under the Credit Agreement.
Currently, a commitment fee of .125% is payable on the daily unused portion of
the $500,000,000 line of credit.

Under the terms of the Senior Notes and the new Credit Agreement, the Company
is required to meet certain financial covenants, including covenants
restricting dividends and repurchase of the Company's common stock, and
requiring the Company to maintain a minimum net worth, as defined. The
Company must also continue to maintain certain minimum working capital, cash
flow, and debt to equity ratios.

Borrowings under both the Senior Notes and the new Credit Agreement are
secured by the stock of the Company's subsidiaries.

<PAGE>

At December 31, 1995, the Company was a party to interest rate protection
agreements entered into with certain members of the Company's banking group,
which extend up to three years and limit interest rates to an average of
8.3%. The notional principal amount of debt covered by individual
arrangements over their remaining lives ranges from $15,000,000 to
$150,000,000. Unamortized premiums outstanding were $2,309,000 and $3,532,000
at December 31, 1995 and 1994, respectively. These amounts approximate the
fair market value of the agreements. Amortization of premiums, which is
included in interest expense, was $1,477,000, $51,000 and $247,000 for the
years ended December 31, 1995, 1994 and 1993, respectively. Currently, the
Company mitigates the credit risk associated with interest rate protection
agreements by entering into these arrangements only with members of the group
of banks who are party to the Credit Agreement. The Company monitors the
credit standing of these counterparties on a continuous basis.

At December 31, 1995 and 1994, the Company also had $524,872,000 and
$193,339,000 of subordinated notes outstanding, respectively. These notes
primarily represent a portion of the consideration paid to selling shareholders
of businesses acquired, the majority of which remain employed by the Company's
subsidiaries subsequent to the date of acquisition. The notes mature at various
dates through 2002, and have interest rates currently ranging from 5.5% to 9%.
These notes outstanding, with the exception of $294,082,000 of notes due in
1996, may be tendered upon the exercise of warrants issued in conjunction with
these notes. In connection with the exercise of warrants through the tender of
subordinated notes, subordinated debt of $23,676,000, $16,611,000 and
$29,488,000 was extinguished in 1995, 1994 and 1993, respectively. The Company
intends to finance subordinated debt that becomes due which has not been
tendered through the exercise of warrants by utilizing amounts available under
its line of credit.

The aggregate cash repayments of all outstanding borrowings during each of the
five years subsequent to December 31, 1995 total the following amounts:

- --------------------------------------------------------------------------------
REQUIRED
MINIMUM
YEAR ENDED DECEMBER 31, PAYMENT
- --------------------------------------------------------------------------------
1996 $ 36,309,000
1997 $110,973,000
1998 $101,712,000
1999 $117,457,000
2000 $ 31,063,000

The recorded cost of the Senior Notes approximates fair value. Due to the unique
nature of each of the subordinated debt instruments issued to the sellers of
firms, the assessment of current fair value is not practicable.

Included in accounts payable and accrued expenses at December 31, 1995 and 1994
is accrued interest of $26,305,000 and $4,941,000, respectively. Interest
expense and interest paid for each of the three years ended December 31 were as
follows:

<PAGE>

- --------------------------------------------------------------------------------

NOTE 4 - STOCKHOLDERS' EQUITY
During 1996, the Company issued 7,586,402 shares of common stock to effect
acquisitions accounted for as poolings of interests.

During 1995, the Company issued 3,746,008 shares of common stock in connection
with acquisitions accounted for as purchases. In 1994 and 1993, the Company
issued 1,150,874 and 7,388,796 shares of its common stock, respectively, to
effect acquisitions accounted for as poolings of interests. The Company issued
2,718,076, 3,381,306 and 787,612 warrants during 1995, 1994 and 1993,
respectively, to effect acquisitions accounted for as purchases.

The Company has a program to systematically repurchase shares of its common
stock to meet the requirements for future issuance of shares upon the exercise
of stock options and warrants. Through December 31, 1995, 9,249,834 shares of
common stock had been repurchased at a cost of $107,045,000, and all but
1,676,930 shares had been reissued from treasury upon the exercise of stock
options and warrants. Subsequent to December 31, 1995, the Company's directors
increased the number of shares authorized for repurchase from 12,000,000 to
16,000,000 shares.

Included in accounts payable and accrued expenses at December 31, 1995 and 1994
are dividends payable of $9,036,000 and $7,304,000, respectively.

At December 31, 1995, the following warrants were outstanding at a weighted
average exercise price of $19.49 per share:

- --------------------------------------------------------------------------------
SHARES ISSUABLE EXERCISE PRICE YEAR OF EXPIRATION
- --------------------------------------------------------------------------------
486,622 $ 8.11-11.50 1996
1,161,646 $ 8.25-11.50 1997
162,232 $11.50-14.50 1998
2,552,086 $16.50-17.50 1999
300,842 $14.50-16.50 2000
3,868,076 $14.50-28.75 2001
2,718,076 $19.50-28.75 2002
----------
11,249,580
----------
----------

The Company is authorized to issue 5,000,000 shares of $1.00 par value preferred
stock, none of which has been issued through December 31, 1995.

- --------------------------------------------------------------------------------
NOTE 5 - STOCK OPTION PLANS
Under the Company's 1994 Stock Option Plan, the Board of Directors is authorized
to grant options for the purchase of 5,800,000 shares of the Company's common
stock to officers and other key employees of the Company and its subsidiaries.
The exercise price of the options is not less than the fair market value at the
date of the grant. The options expire five years from the date of the grant and
may not be exercised for one year from the date of the grant. Thereafter, they
may be exercised at dates stipulated in each grant.

An additional 600,000 shares may be awarded under the 1994 Eligible Directors
Stock Option Plan. Under this plan, each eligible director will be granted
10,000 options annually for the purchase of shares of the Company's common stock
at the fair market value at the date of the grant. In addition, eligible
directors may also elect to receive discounted options in lieu of a portion of
their directors' fees. In 1995, 60,000 shares were granted under the annual plan
and 11,816 discounted options were issued in lieu of directors' fees. These
options expire five years from the date of the grant.

<PAGE>

The following is a summary of stock option transactions during 1993, 1994 and
1995:
- --------------------------------------------------------------------------------
NUMBER OF STOCK OPTION
SHARES PRICE RANGE
- --------------------------------------------------------------------------------
Balance, December 31, 1992 4,598,660 $ .01-16.00
Options granted 1,604,358 $14.50-23.19
Options exercised (1,019,204) $ .01-15.63
Options canceled (103,534) $ 7.44-20.50
----------
Balance, December 31, 1993 5,080,280 $ .01-23.19
Options granted 2,127,954 $13.41-20.38
Options exercised (511,370) $ .01-15.63
Options canceled (121,204) $ 7.13-23.19
----------
Balance, December 31, 1994 6,575,660 $ .01-23.19
Options granted 1,753,912 $13.36-19.94
Options exercised (877,190) $ .01-19.44
Options canceled (239,960) $ 7.11-23.19
----------
Balance, December 31, 1995 7,212,422 $ .01-23.19
----------
----------
Options exercisable at the end
of the year 3,026,974
Options available for future grants 4,166,766
Shares reserved, but unissued at the
beginning of the year 12,439,222
Shares reserved, but unissued at the
end of the year 11,379,188

The options outstanding at December 31, 1995 expire at various times in 1996
through 2000. Options exercisable at December 31, 1995 had a weighted average
price of $11.94. The weighted average exercise price of all options outstanding
at December 31, 1995 was $15.23. The options which are exercisable at $.01 per
share resulted from exchanging UAM options for options outstanding at an
affiliated firm acquired in 1992.

- --------------------------------------------------------------------------------
NOTE 6 - INCOME TAXES
Income before income tax expense was taxed under the following jurisdictions:

- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995 1994 1993
- --------------------------------------------------------------------------------
Domestic $107,992,000 $ 93,530,000 $86,683,000
Foreign 11,018,000 11,963,000 10,285,000
- --------------------------------------------------------------------------------
$119,010,000 $105,493,000 $96,968,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Income tax expense consists of the following:

- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995 1994 1993
- --------------------------------------------------------------------------------
Current:
Federal $33,126,000 $30,401,000 $27,692,000
State 7,489,000 7,239,000 6,167,000
Non-U.S. 3,951,000 3,792,000 3,346,000
Deferred:
Federal 6,143,000 2,975,000 3,928,000
State 1,045,000 701,000 856,000
- --------------------------------------------------------------------------------
$51,754,000 $45,108,000 $41,989,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

Deferred income tax liabilities are comprised of the following:

- --------------------------------------------------------------------------------
DECEMBER 31, 1995 1994
- --------------------------------------------------------------------------------
Excess contract amortization for tax purposes $42,356,000 $35,043,000
Installment sale for tax purposes on real estate
partnerships sold prior to acquisition of subsidiary 1,296,000 1,675,000
Other 954,000 700,000
- --------------------------------------------------------------------------------
$44,606,000 $37,418,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

For purchase acquisitions which occurred prior to The Revenue Reconciliation Act
of 1993 (the Act), the excess contract amortization for income tax purposes
results from the application of a method under which the deductions for income
tax purposes are determined by (1) amortizing the cost assigned to contracts
acquired on a straight-line basis over the same estimated useful lives as those
used for financial reporting purposes; and (2) deducting the unamortized balance
of such cost which is allocated to the individual contracts when any such
contract is terminated. For acquisitions subsequent to the Act, the deduction
for income tax purposes is determined by amortizing the cost assigned to
contracts acquired on a straight-line basis over a 15-year period, with no
deduction for the unamortized balance of individual contract terminations.

The effective income tax rate differs from the statutory Federal income tax rate
as follows:

- --------------------------------------------------------------------------------
1995 1994 1993
- --------------------------------------------------------------------------------
Federal income tax statutory rate 35% 35% 35%
State income taxes, net of federal benefit 5 5 5
Nondeductible items 3 3 3
- --------------------------------------------------------------------------------
43% 43% 43%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

Income taxes of $41,538,000, $40,720,000 and $32,050,000 were paid in 1995, 1994
and 1993, respectively.

The Company's federal income tax returns for the years ending December 31, 1984
through 1992 remain under audit by the Internal Revenue Service. On January 30,
1992, the Company received a Revenue Agent's Report proposing certain
adjustments to the Company's federal income tax returns for the years ending
December 31, 1984, 1985 and 1986. In April 1992, the Company filed its protest
with the Internal Revenue Service. The principal issue involved is the
deductibility of the amortization of cost assigned to investment advisory
contracts acquired. Management and its advisors believe that the Company's
practice of deducting the amortization of cost assigned to contracts acquired is
correct and that the Company's position for the years under audit will
ultimately be sustained on appeal within the Internal Revenue Service, or, if
necessary, in court. In management's opinion, the appropriateness of the
Company's practice was further supported in 1993 by the Supreme Court's
favorable decision on similar practices for treating intangible assets. Should
the adjustments proposed in the Revenue Agent's Report be upheld in their
entirety, the Company's additional liability for federal income tax for the
years covered by the report would approximate $13,124,000, plus statutory
interest thereon. The Company believes that the amount, if any, which might
result from the audit will not have a material effect on the Company's
consolidated financial position, its consolidated results of operations nor its
consolidated cash flows.

- --------------------------------------------------------------------------------
NOTE 7 - ACQUISITIONS AND COMMITMENTS
During 1996, the Company issued shares of its common stock to acquire Rogge
Global Partners and Clay Finlay through transactions accounted for as
poolings of interests.

During 1995, the Company acquired Provident Investment Counsel and Pilgrim
Baxter & Associates through purchase transactions.

<PAGE>
During 1994, the Company issued shares of its common stock to acquire Investment
Research Company through a transaction accounted for as a pooling of interests.
The Company also acquired Dwight Asset Management Company and Suffolk Capital
Management, Inc. during 1994 through purchase transactions. In addition, the
Company acquired, through a purchase transaction, certain assets of JMB
Institutional Realty and JMB Properties Company which were contributed to an
affiliate, Heitman Financial Ltd.

During 1993, the Company issued shares of its common stock to acquire Heitman
Financial Ltd. and Murray Johnstone Limited through transactions accounted for
as poolings of interests. The Company also acquired Pell, Rudman & Co., Inc. and
GSB Investment Management, Inc. during 1993 through purchase transactions.

The purchase price, including direct costs, associated with the acquisitions
accounted for as purchases and the allocations thereof are summarized as
follows:
- --------------------------------------------------------------------------------
YEAR ENDED DECEMBER 31, 1995 1994 1993
- --------------------------------------------------------------------------------
Consideration:
Cash $ 52,295,000 $170,394,000 $32,693,000
Subordinated notes 356,893,000 85,584,000 19,056,000
Common stock and warrants 68,872,000 4,045,000 1,161,000
- --------------------------------------------------------------------------------
$478,060,000 $260,023,000 $52,910,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Allocation of purchase price:
Net tangible assets $ 9,336,000 $ 6,464,000 $ 2,112,000
Cost assigned to contracts
acquired 468,724,000 251,365,000 49,675,000
Other assets -- 2,194,000 1,123,000
- --------------------------------------------------------------------------------
$478,060,000 $260,023,000 $52,910,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The results of operations of Provident Investment Counsel and Pilgrim Baxter &
Associates are included in the consolidated results of operations of the Company
from their respective dates of acquisition, February 15, 1995 and April 28,
1995.

During 1996, the Company issued 7,586,402 shares of its common stock to the
former shareholders of Rogge Global Partners and Clay Finlay to effect the
poolings of interests with these firms. Accordingly, the consolidated
financial statements of the Company have been restated to include Rogge
Global Partners and Clay Finlay for the applicable periods. A reconciliation
of revenues, net income and earnings per share as previously reported and as
restated follows below:
- --------------------------------------------------------------------------------
1995 1994 1993
- --------------------------------------------------------------------------------
Revenues:
As previously reported $698,462,000 $492,288,000 $449,858,000
Pooled firms 35,891,000 29,081,000 26,871,000
- --------------------------------------------------------------------------------
As restated $734,353,000 $521,369,000 $476,729,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Net income:
As previously reported $67,317,000 $59,012,000 $53,287,000
Pooled firms (61,000) 1,373,000 1,692,000
- --------------------------------------------------------------------------------
As restated $67,256,000 $60,385,000 $54,979,000
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Earnings per share:
Primary, as previously
reported $1.08 $1.00 $.92
Primary, as restated $ .97 $ .91 $.84
Fully diluted, as
previously reported $1.08 $1.00 $.92
Fully diluted, as restated $ .97 $ .91 $.84
<PAGE>

At December 31, 1995, $7,940,000 was accrued in connection with additional
purchase price commitments that are payable in 1996 to the former owners of
affiliates. Of this amount, $6,470,000 will be paid in cash and the remainder
will be issued as subordinated notes.

At December 31, 1994, $7,683,000 was accrued in connection with additional
purchase price commitments that were paid in 1995 to the former owners of
affiliates. Of this amount, $4,398,000 was paid in cash and the remainder was
issued as subordinated notes.

Cash and subordinated notes of $2,896,000 were paid in 1993 in connection with
additional purchase price commitments due in 1993 to the former owners of an
affiliate.

In conjunction with certain acquisitions and employment arrangements, the
Company has entered into agreements to make payments potentially totaling as
much as $278,000,000 in the form of cash, subordinated notes and the Company's
common stock, on dates through 2001. These payments are dependent upon the
achievement of stipulated business goals.

Unaudited pro forma data for the years ended December 31, 1995, 1994 and 1993
are set forth below, giving consideration to the acquisitions occurring in the
respective three-year period, as well as the 1996 pooling of interests
transactions, assuming revenue sharing plans (see Note 1) had been in effect and
after certain other pro forma adjustments have been made.

Revenues $758,490,000 $691,239,000 $666,829,000
Net income $ 78,734,000 $ 75,753,000 $ 74,502,000
Primary earnings per share $1.12 $1.10 $1.06
Fully diluted earnings per share $1.12 $1.10 $1.05

<PAGE>
Exhibit 23.1

[Price Waterhouse LLP Letterhead]

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3 (Nos. 33-36928,
33-44215, 33-46310, 33-63350, 33-69034, 33-51443, 33-52517, 33-57049 and
33-64449) and in the Registration Statements on Form S-8 (Nos. 33-10621,
33-21756, 33-34288, 33-48858 and 33-54233) of United Asset Management
Corporation of our report dated August 29, 1996 included in this Form 8-K.

/s/ Price Waterhouse LLP
- ---------------------------
Price Waterhouse LLP
Boston, Massachusetts

August 29, 1996