<PAGE>
REGISTRATION NO. 33-64449
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3/A
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNITED ASSET MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
04-2714625
(I.R.S. Employer Identification No.)
One International Place
Boston, Massachusetts 02110
(617) 330-8900
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
William H. Park, Executive Vice President
United Asset Management Corporation
One International Place
Boston, Massachusetts 02110
(617) 330-8900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Joseph R. Ramrath, Esq.
Hill & Barlow, a Professional Corporation
One International Place
Boston, Massachusetts 02110
(617) 428-3000
Approximate date of commencement of proposed sale to the public:
January 16, 1996
<PAGE>
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. /X/
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Title of Proposed Proposed
class of maximum maximum
securities offering aggregate Amount of
to be Amount to be price per offering registration
registered registered unit * price * fee
Common Stock 166,376 $37.938 $6,311,972.69 $2,176.54
($.01 par value)
_____________________________________________________________________________
* Estimated solely for the purpose of computing the registration fee. This
amount was calculated pursuant to Rule 457 upon the basis of the average
of the high and low prices of the registrant's Common Stock as reported
in the consolidated reporting system of the New York Stock Exchange on
January 8, 1996.
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission acting
pursuant to said Section 8(a) may determine.
<PAGE>
PROSPECTUS
UNITED ASSET MANAGEMENT CORPORATION
166,376 Shares of
Common Stock
(Par Value $.01 Per Share)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
An aggregate maximum of 166,376 shares of Common Stock being offered
hereby (the "Shares") will be sold by Allen & Company Incorporated (the
"Selling Stockholder") from time to time on exercise of certain warrants (the
"Warrants") previously acquired by the Selling Stockholder from the original
holders of the Warrants (the "Warrantholders") in private transactions exempt
from registration under the Securities Act of 1933, as amended (the
"Securities Act").
United Asset Management Corporation (the "Company") will not receive any
of the proceeds from the sale of either the Warrants to the Selling
Stockholder or the sale of the Shares by the Selling Stockholder. The Selling
Stockholder will acquire the Shares from the Company upon exercise of
Warrants to purchase shares of the Company's Common Stock at prices ranging
from $16.222 to $16.499 per share held by the Warrantholders. The Company
will receive all of the proceeds from the exercise of the Warrants.
The Warrants were originally issued to Warrantholders in connection with
the Company's acquisition of investment advisory firms owned by such
Warrantholders ("Affiliated Firms"). The last price of the Company's Common
Stock as reported by the New York Stock Exchange on January 8, 1996 was
$38.50 per share.
The Selling Stockholder has advised the Company (1) that it proposes,
from time to time, to offer for sale and sell or to distribute the Shares to
be offered by it hereby (a) in regular brokerage transactions executed on the
New York Stock Exchange; (b) in negotiated transactions; or (c) through other
means; (2) that sales in negotiated transactions will be effected at such
prices as may be obtainable and as may be satisfactory to the Selling
Stockholder; and (3) that no sales or distributions other than as described
in (1)(a) and (1)(b) above will be effected until after this Prospectus shall
have been appropriately amended or supplemented, if required, to set forth
the terms thereof. Under the provisions of the Securities Act, Allen &
Company Incorporated is acting as an "underwriter" in connection with the
Shares offered hereby. In certain cases, brokers executing sales orders on
behalf of
<PAGE>
the Selling Stockholder and dealers purchasing Shares from the Selling
Stockholder for resale may also be deemed to be "underwriters" as that term
is defined in Section 2(11) of the Securities Act. The Company has entered
into an indemnification agreement with the Selling Stockholder. See section
entitled "The Selling Stockholder."
It is intended that the Selling Stockholder will purchase Warrants at a
price that will result in compensation to the Selling Stockholder
equivalent to customary brokerage commissions. Other expenses, estimated
at $10,000, will be borne by the Company.
The date of this Prospectus is January [__], 1996
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, as
well as proxy and information statements, and other information filed by the
Company with the Commission can be inspected and copied at the public
reference facilities maintained by the Commission in Washington, D.C., at 450
Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at certain of
its Regional Offices, as follows:
New York Regional Office Chicago Regional Office
75 Park Place 500 West Madison Street,
14th Floor Suite 1400
New York, New York 10007 Chicago, Illinois 60604
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission, Washington, D.C. 20549.
The Common Stock of the Company is listed on the New York Stock
Exchange. Reports, proxy and information statements, and other information
concerning the Company can be inspected at such exchange.
_____________________________________
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the
Commission (File No. 1-9215) and are incorporated herein by reference: (i)
the Company's Annual Report on Form 10-K for the year ended December 31,
1994; (ii) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1995, June 30, 1995 and September 30, 1995; (iii) the
Company's Current Report on Form 8-K filed on December 1, 1994; (iv) the
Company's Current Report on Form 8-K/A filed on March 2, 1995; and (v) the
description of the Company's capital stock contained in the Company's
Registration Statement under Section 12(b) of the Exchange Act on Form 8-A,
filed on July 22, 1986, including any amendment or reports filed for the
purpose of updating such description.
All documents filed by the Company subsequent to the filing of the
Registration Statement of which this Prospectus is a part, pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, before the
termination of this offering, shall be deemed to be incorporated by reference
in this Prospectus.
The Company shall, upon written or oral request by a person, including
any beneficial owner, to whom this Prospectus is delivered, provide without
charge to such person a copy of
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<PAGE>
any and all of the information that has been incorporated by reference in
this Prospectus (not including exhibits to the information that is
incorporated by reference unless such exhibits are specifically incorporated
by reference into the information that this Prospectus incorporates). Such
requests should be directed to United Asset Management Corporation, One
International Place, Boston, Massachusetts 02110, Attn: William H. Park,
Executive Vice President and Chief Financial Officer (telephone
617/330-8900).
THE COMPANY
The Company is a holding company organized in December 1980 to acquire
and to own firms engaged primarily in institutional investment management.
The Company's principal executive offices are located at One International
Place, Boston, Massachusetts 02110, and its telephone number is (617)
330-8900. As of the date of this Prospectus, the Company has 45 subsidiaries
(the "Affiliated Firms"), which serve as managers of investment portfolios
for corporate, public and union pension funds and profit sharing plans,
endowments, foundations and, to a lesser extent, individuals and other
investors, including several investment companies.
THE SELLING STOCKHOLDER
The Selling Stockholder is a registered broker-dealer with offices
located at 711 Fifth Avenue, New York, New York 10022. The Shares being
offered hereby will be acquired by the Selling Stockholder upon exercise of
the Warrants. The Selling Stockholder will acquire the Warrants from
Warrantholders in private transactions exempt from the registration requirements
of the Securities Act. The Warrantholders acquired the Warrants from the Company
at least three years prior to sale to the Selling Stockholder upon the Company's
acquisition of an Affiliated Firm. None of the Warrantholders are
"affiliates" of the Company as that term is defined in the Securities Act.
This Registration Statement covers up to a maximum of 166,376 Shares of the
Company's Common Stock to be acquired upon exercise of the Warrants by the
Selling Stockholder. As of the date hereof, the Selling Stockholder is the
beneficial owner of no Warrants. No Warrants are being offered to the public
pursuant to this Registration Statement. As of the date hereof, the Selling
Stockholder may be deemed to be the beneficial owner of an aggregate of
1,116,194 shares of the Company's Common Stock, par value $.01, held by it
and entities affiliated with it. None of such shares are being offered hereby.
The Company has entered into an agreement with the Selling Stockholder
providing for indemnification by the Company of the Selling Stockholder and
its officers, directors and control persons under certain circumstances, and
reimbursement of out-of-pocket expenses including attorneys fees and
expenses, incurred by the Selling Stockholder in connection with this
offering. Compensation of the Selling Stockholder will consist only of the
equivalent of customary brokerage commissions that would be received in
connection with the sale of the Shares.
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<PAGE>
Philip Scaturro, a Managing Director of the Selling Stockholder, is a
director of the Company.
THE WARRANTHOLDERS
On January 8, 1996, there were 29,991,131 shares of the Company's Common
Stock issued and outstanding. The following table sets forth certain
information, as of January 8, 1996, regarding ownership of the Company's
Common Stock (including shares issuable upon exercise of the Warrants and
upon exercise of stock options exercisable within sixty (60) days of the date
hereof) by each Warrantholder. Each Warrantholder is an officer, former
officer, or trust created by such an officer of an Affiliated Firm. The
number of shares that may be offered pursuant to this Prospectus by the
Selling Stockholder after purchase of a Warrant is equal to the number of
shares issuable upon exercise of such Warrant. The number of shares and
percentage owned after the offering assumes the sale of all of the shares
issuable upon exercise of the Warrantholder's Warrants. Such sales are
voluntary on the part of the Warrantholder and may or may not be
consummated.
<TABLE>
<CAPTION>
NUMBER NUMBER NUMBER PERCENTAGE
OF SHARES OF SHARES OF SHARES OWNED
OWNED POTENTIALLY OWNED AFTER
WARRANTHOLDER'S NAME AND ADDRESS BEFORE OFFERING OFFERED AFTER OFFERING OFFERING
- -------------------------------- --------------- ----------- -------------- ---------
<S> <C> <C> <C> <C>
Phillip E. Arnold 95,686 4,760 90,926 *
c/o Fiduciary Management
Associates, Inc.
55 West Monroe Street, Suite 2550
Chicago, IL 60603
J. Michael Flinn 106,464 50,557 55,907 *
c/o Sirach Capital Management, Inc.
600 University Street
3323 One Union Street
Seattle, WA 98101
George B. Kauffman 76,377 15,000 61,377 *
c/o Sirach Capital Management, Inc.
600 University Street
3323 One Union Street
Seattle, WA 98101
William B. Sanders 76,077 50,557 25,520 *
c/o Sirach Capital Management, Inc.
600 University Street
3323 One Union Street
Seattle, WA 98101
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
NUMBER NUMBER NUMBER PERCENTAGE
OF SHARES OF SHARES OF SHARES OWNED
OWNED POTENTIALLY OWNED AFTER
WARRANTHOLDER'S NAME AND ADDRESS BEFORE OFFERING OFFERED AFTER OFFERING OFFERING
- -------------------------------- --------------- ----------- -------------- ---------
<S> <C> <C> <C> <C>
Boyd E. Sharp, Jr. 42,385 30,502 11,883 *
c/o Sirach Capital Management, Inc.
600 University Street
3323 One Union Street
Seattle, WA 98101
Boyd E. Sharp, Jr. Charitable 15,000 15,000 0
Remainder Unitrust
c/o Sirach Capital Management, Inc.
600 University Street
3323 One Union Street
Seattle, WA 98101
</TABLE>
* Less than one (1) percent
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<PAGE>
The Warrants were originally issued to the Warrantholders in connection with
the acquisition by the Company of Affiliated Firms more than three years
prior to the date of this Prospectus. At that time, the Warrantholders also
received subordinated notes of the Company in principal amounts equal to the
aggregate exercise price under the applicable Warrant. Under the terms of the
Warrant, such notes may be surrendered in payment of such exercise price.
Warrantholders may at any time so exercise the Warrants and sell the shares
issued on exercise of such Warrants in transactions exempt from the
registration requirement of the Securities Act pursuant to Rule 144 (k)
promulgated under such act.
LEGAL MATTERS
The legality of the Shares offered by this Prospectus has been passed
upon by Hill & Barlow, a Professional Corporation, One International Place,
Boston, Massachusetts 02110. John C. Vincent, Jr., a member of that firm, is
the Secretary of the Company.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of the Company for the year ended December 31,
1994 have been so incorporated in reliance on the report of Price Waterhouse
LLP, independent accountants, given on the authority of said firm as experts
in auditing and accounting.
The financial statements incorporated in this Prospectus by reference to
the Company's Current Report on Form 8-K dated December 1, 1994 have been so
incorporated in reliance on the reports of Altschuler, Melvoin & Glasser LLP,
Maginnis, Knechtel & McIntyre and Horsfall, Murphy & Pindroh, independent
accountants, given on the authority of said firms as experts in auditing and
accounting.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a reasonably itemized statement of all expenses, other
than commissions, in connection with the issuance and distribution of the
Shares:
SEC Registration Fee $ 2,176.54
Cost of Printing -
Legal Fees and Expenses 5,000.00*
Accounting Fees and 2,000.00*
Expenses
Miscellaneous 823.46*
-----------
Total $10,000.00*
-----------
-----------
All of these expenses will be borne by the Company.
- ------------
* Estimated
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
provides for indemnification of officers and directors subject to certain
limitations. The general effect of such law is to empower a corporation to
indemnify any of its officers and directors against certain expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred by the person to be indemnified in
connection with certain actions, suits or proceedings (threatened, pending or
completed) if the person to be indemnified acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests
of the corporation and, with respect to any criminal action or proceedings,
if he had no reasonable cause to believe his conduct was unlawful. The
Company's by-laws provide that it shall indemnify its officers, directors,
employees and agents to the extent permitted by law.
The Company maintains insurance under which the insurers will reimburse
the Company for amounts which it has paid to its directors, officers and
certain other employees by way of indemnification for claims against such
persons in their official capacities. The insurance also covers such persons
as to amounts paid by them as a result of claims against them in their
official capacities which are not reimbursed by the Company. The insurance
is
<PAGE>
subject to certain limitations and exclusions. One of the Company's
directors serves as such under the terms of an agreement with a corporation
of which he is an officer. In so serving, he is covered by the officers and
directors' liability insurance policy maintained by such corporation.
ITEM 16. EXHIBITS.
See Exhibit Index.
ITEM 17. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
II-2
<PAGE>
C. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE>
EXHIBIT INDEX
Certain of the following exhibits (those marked with an asterisk) are
filed herewith. The remainder of the exhibits have heretofore been filed with
the Commission and are incorporated herein by reference. Inapplicable items
have been omitted.
Exhibit Title Page
1* Agreement dated January 8, 1996 between the Company and Allen &
Company Incorporated.
4.1 Restated Certificate of Incorporation of the Company, as amended
(incorporated by reference to Exhibit 3.1 to the Company's
Registration Statement on Form S-4, File No. 33-14565, as
amended by Amendment No. 1, filed July 7, 1987).
4.2 By-Laws of the Company, as amended (incorporated by reference to
Exhibit 3.2 to the Company's Registration Statement on Form S-1,
File No. 33-6874, filed August 22, 1986).
4.3 Specimen Certificate of Common Stock, $.01 par value, of the
Company (incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-1, File No. 33-6874, filed
August 22, 1986).
5* Opinion of Hill & Barlow, a Professional Corporation.
24.1* Consent of Hill & Barlow, a Professional Corporation (included in
Exhibit 5).
24.2* Consent of Price Waterhouse LLP.
24.3* Consent of Altschuler, Melvoin and Glasser LLP
24.4* Consent of Maginnis, Knechtel & McIntyre
24.5* Consent of Horsfall, Murphy & Pindroh
25 Power of Attorney (included in original filing of this Registration
Statement).
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Amendment No. 1 to the Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Boston,
Commonwealth of Massachusetts, on January 9, 1996.
UNITED ASSET MANAGEMENT
CORPORATION
(Registrant)
By: /s/ William H. Park
-----------------------------
William H. Park, Executive
Vice President and Chief
Financial Officer
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the date indicated.
SIGNATURE TITLE DATE
--------- ----- ----
* President and Chief
- ------------------------ Executive Officer,
Norton H. Reamer Director January 9, 1996
/s/ William H. Park Executive Vice President January 9, 1996
- ------------------------ and Chief Financial Officer
William H. Park (principal accounting
officer)
- ------------------------ Director
Richard A. Englander
* Director January 9, 1996
- ------------------------
Robert J. Greenebaum
* Director January 9, 1996
- ------------------------
Charles E. Haldeman, Jr.
II-6
<PAGE>
* Director January 9, 1996
- ------------------------
Robert M. Kommerstad
- ------------------------ Director
M. Thomas Lardner
* Director January 9, 1996
- ------------------------
Jay O. Light
* Director January 9, 1996
- ------------------------
John F. McNamara
- ------------------------ Director
David I. Russell
* Director January 9, 1996
- ------------------------
Philip Scaturro
* Director January 9, 1996
- ------------------------
John A. Shane
II-7
<PAGE>
- ------------------------ Director
Barbara S. Thomas
Date: January 9, 1996
*By: /s/ William H. Park
----------------------------------
William H. Park, Attorney-in-fact
II-8
<PAGE>
EXHIBIT 1
ALLEN & COMPANY INCORPORATED
711 Fifth Avenue
New York, New York 10022 Date: January 8, 1996
Gentlemen:
Reference is made to the Registration Statement on Form S-3, File No.
33-64449 (the "Registration Statement") filed by United Asset Management
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission"), covering the sale of certain shares by you as selling
stockholder. In connection with the filing of the Registration Statement
pursuant to the Securities Act of 1933, as amended (the "Act"), we hereby
agree with you as follows:
1. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Registration Statement
has been prepared by the Company in conformity with the requirements of the
Act, and the rules and regulations of the Commission under the Act (the
"Rules and Regulations"). When the Registration Statement becomes effective
and at all times subsequent thereto up to such time as all securities
registered thereunder are sold in accordance with the Registration Statement
(i) the Registration Statement and the prospectus contained therein (the
"Prospectus") and any amendments or supplements thereto will contain as of
their respective dates all material statements and information which are
required to be included therein in accordance with the Act and Rules and
Regulations and will, in all material respects, conform to the requirements
of the Act and the Rules and Regulations, and (ii) neither the Registration
Statement nor the Prospectus, nor any amendment or supplement thereto, will
include as of their respective dates any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which
they were made, not misleading; provided, however, that the foregoing
representations and warranties shall not apply to information contained in or
omitted from the Registration Statement or the Prospectus or any such
amendment or supplement in reliance upon, and in conformity with, written
information furnished to the Company by you specifically for use in the
preparation thereof.
2. EXPENSES. We agree that we will reimburse you for your out-of-pocket
expenses, including reasonable attorneys fees and expenses, incurred in
connection with your acting as the Selling Stockholder, as contemplated by
the Registration Statement.
<PAGE>
ALLEN & COMPANY INCORPORATED
January 8, 1996
Page 2
3. INDEMNIFICATION. We agree that we will indemnify and hold harmless
you and your affiliates, any director, officer, agent or employee of you or
any of your affiliates and each other person, if any, controlling (within the
meaning of the Act) you or any of your affiliates (hereinafter collectively
referred to as "you" and "your"), to the full extent lawful, from and
against, and that you shall have no liability to us or our affiliates or
security holders for, any losses, expenses, claims or proceedings including
shareholder actions (hereinafter collectively referred to as "losses"),
related to or arising out of or based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement, any prospectus forming a part thereof, or any amendment or
supplement thereto, or related to or arising out of or based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that we will not be liable in any such case to the extent
that any such loss, claim, damage or liability is related to or arises out of
or is based upon any untrue statement or alleged untrue statement or omission
or alleged omission made in the Registration Statement, such prospectus or
such amendment or such supplement in reliance upon and in conformity with
written information furnished to us by you specifically for use therein.
In the event that the foregoing indemnity is unavailable to you for any
reason other than your bad faith or gross negligence, we agree to contribute
to any loss related to or arising out of such Registration Statement or any
transaction or conduct in connection therewith. Each of us shall contribute
in such proportion as is appropriate to reflect the relative benefits
received (or anticipated to be received) by you and by us and the relative
fault of each of us in connection with the statements, omissions or other
conduct which resulted in such losses, as well as any other relevant
equitable considerations. Relative fault shall be determined by reference to,
among other things, whether any alleged untrue statement or omission or any
other alleged conduct relates to information provided by us or other conduct
by us (or our employees or other agents) on the one hand or by you (or your
employees or other agents) on the other hand. You and we agree that it would
not be just and equitable if contribution were determined by pro rata
allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above.
We agree that we will not, without the prior written consent of Allen &
Company Incorporated (which will not be unreasonably withheld) settle any
pending or threatened claim or proceeding related to or arising out of such
Registration Statement or transactions or conduct in connection therewith
(whether or not you
<PAGE>
ALLEN & COMPANY INCORPORATED
January 8, 1996
Page 3
are a party to such claim or proceeding) unless such settlement includes a
provision unconditionally releasing you from and holding you harmless against
all liability in respect of claims by any releasing party related to or
arising out of such Registration Statement or any transaction or conduct in
connection therewith. We will also promptly reimburse you for all expenses
(including counsel fees) as they are incurred by you in connection with
investigating, preparing or defending, or providing evidence in, any pending
or threatened claim or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not you are a party to such
claim or proceeding) or in enforcing this agreement.
We may, at our sole expense and through counsel of our choice acceptable to
you, litigate, defend or otherwise attempt to resolve the demand or
proceeding underlying any indemnification matter, except that you shall have
the right to participate therein, at your sole expense and through counsel of
your choice. If we fail to assume and defend diligently in the proceeding or
if you shall have defenses which are not available to us or shall be in
conflict with us, then you shall have the right to assume such defense at our
expense. In any event, we and you shall fully cooperate with each other and
our respective counsel in the litigation, defense or other attempt to resolve
such demand or proceeding, and shall make available to each other any books,
records or other documents necessary or appropriate for such purpose, subject
to the right of each party to protect reasonably, from disclosure,
confidential business information.
The foregoing agreement shall be in addition to any rights that you may have
at common law or otherwise. Solely for purposes of enforcing this agreement,
we hereby consent to personal jurisdiction, service and venue in any court in
which any claim or proceeding which is subject to this agreement is brought
against you. Any right to trial by jury with respect to any claim or
proceeding related to or arising out of such Registration Statement, or any
transaction or conduct in connection therewith or this agreement is waived.
This agreement shall remain in full
<PAGE>
ALLEN & COMPANY INCORPORATED
January 8, 1996
Page 4
force and effect following the completion or termination of any transaction
contemplated by the Registration Statement.
Very truly yours,
UNITED ASSET MANAGEMENT CORPORATION
By: /s/ William H. Park
--------------------------------
Name: William H. Park
Title: Executive Vice President and
Chief Financial Officer
Agreed:
ALLEN & COMPANY INCORPORATED
By: /s/ James W. Quinn
------------------------------
Name: James W. Quinn
Title: Chief Financial Officer
<PAGE>
[H&B LETTERHEAD]
EXHIBIT 5
January 9, 1996
United Asset Management Corporation
One International Place
Boston, Massachusetts 02110
Gentlemen:
We have acted as counsel for United Asset Management Corporation, a
Delaware corporation (the "Company"), with respect to the issuance of a
total of 166,376 shares (the "Shares") of the Company's common stock,
$.01 par value per share, in connection with the exercise of certain
warrants (the "Warrants") issued in connection with the acquisition of
Fiduciary Management Associates, Inc. (FMA) and of Sirach/Flinn, Elvins
Capital Management, Inc., (S/FE) as more fully described in a warrant
agreement dated as of June 24, 1986, with Philip E. Arnold and warrant
agreement dated as of January 4, 1989 with SF/E (the "Warrant
Agreements").
We have assisted you in the preparation of a Registration Statement
(Registration No. 33-64449) on Form S-3 (the "Registration Statement")
with respect to the offering of the Shares by the Selling Stockholder
named therein, and Amendment No. 1 thereto.
We have made such examination of law and have examined originals or
copies, certified or otherwise identified to our satisfaction, of such
corporate records and such other documents as we have considered relevant
and necessary for the opinions hereinafter set forth.
Based on the foregoing, we express the following opinions:
1. The issuance of the Shares has been duly authorized by all necessary
corporate action of the Company.
2. The Shares, upon issuance and delivery against payment as provided in
the respective Warrant Agreement will be validly issued, fully paid
and non-assessable.
<PAGE>
United Asset Management Corporation
January 9, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to Amendment
No. 1 to the Registration Statement and to the reference to us under the caption
"Legal Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
HILL & BARLOW,
a Professional Corporation
/s/ Joseph R. Ramrath
------------------------------
Joseph R. Ramrath,
a Member of the Firm
<PAGE>
[PRICE WATERHOUSE LLP LETTERHEAD]
EXHIBIT 24.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our
report dated February 15, 1995, which appears on page 50 of the 1994
Annual Report to Shareholders of United Asset Management Corporation,
which is incorporated by reference in United Asset Management
Corporation's Annual Report on Form 10-K for the year ended December 31,
1994. We also consent to the incorporation by reference of our report on
the Financial Statement Schedules, which appears on page F-1 of such
Annual Report on Form 10-K. We also consent to the reference to us under
the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
January 9, 1996
<PAGE>
[AM&G LETTERHEAD]
EXHIBIT 24.3
CONSENT OF INDEPENDENT ACCOUNTANTS
WE HEREBY CONSENT TO THE INCORPORATION BY REFERENCE IN THE PROSPECTUS
CONSTITUTING PART OF AMENDMENT NO. 1 TO THE REGISTRATION STATEMENT ON FORM S-3
(NO. 33-64449) OF OUR REPORT DATED MAY 20, 1994, WHICH IS INCLUDED AS ITEM 7(A)
IN UNITED MANAGEMENT CORPORATION'S CURRENT REPORT ON FORM 8-K, DATED DECEMBER
1, 1994. WE ALSO CONSENT TO THE REFERENCE TO US UNDER THE HEADING "EXPERTS" IN
SUCH PROSPECTUS.
ALTSCHULER, MELVOIN AND GLASSER LLP
CHICAGO, ILLINOIS
JANUARY 4, 1996
<PAGE>
[MK&M LETTERHEAD]
EXHIBIT 24.4
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our
report dated March 5, 1993, which is included as item 7(a)(iii) in United
Asset Management Corporation's Current Report on Form 8-K dated as of
December 1, 1994. We also consent to the reference to us under the
heading "Experts" in such Prospectus.
Maginnis, Knechtel & McIntyre
Pasadena, California
January 3, 1996
<PAGE>
[HORSFALL MURPHY & PINDROH LETTERHEAD]
EXHIBIT 24.5
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
United Asset Management Corporation:
We consent to the use of our audit report dated March 11, 1994 relating
to the balance sheet of Provident Investment Counsel, Inc. (an S
Corporation) as of December 31, 1993 and the related statements of
income, and stockholders' equity and cash flows for the year then ended,
incorporated by reference in amendment no. 1 to the registration
statement of United Asset Management on Form S-3 (no. 33-64449) and to
the reference to our firm under the heading "Experts" in the prospectus.
HORSFALL, MURPHY & PINDROH
Pasadena, California
January 2, 1996
