<PAGE>
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNITED ASSET MANAGEMENT CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(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)
Joseph R. Ramrath
Senior Vice President and General Counsel
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:
Valerie L. Andrews, 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: September 4,
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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Proposed Proposed
Title of maximum maximum
shares aggregate aggregate Amount of
to be Amount to be price per offering registration
registered registered unit * price * fee
- --------------------------------------------------------------------------------
Common Stock 5,858,903 $23.375 $136,951,857.63 $47,224.78
($.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 August 30,
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
<PAGE>
shall become effective on such date as the Commission acting pursuant to said
Section 8(a) may determine.
If, as a result of stock splits, stock dividends or similar transactions,
the number of securities purported to be registered on this registration
statement changes, the provisions of Rule 416 shall apply to this registration
statement and this registration statement shall be deemed to cover the
additional securities resulting from the split of, or the dividend on, the
securities covered by this registration statement.
<PAGE>
PROSPECTUS
UNITED ASSET MANAGEMENT CORPORATION
5,858,903 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.
The shares of Common Stock being offered hereby (the "Shares") are being
sold for the accounts of twelve stockholders (the "Selling Stockholders") of
United Asset Management Corporation (the "Company"). The Company will not
receive any of the proceeds from the sale of the Shares. The last price of the
Company's Common Stock as reported by the New York Stock Exchange on
August 30, 1996 was $23.125 per share.
The Selling Stockholders have advised the Company (1) that they propose
that the Shares to be offered hereby be offered for sale and sold or
distributed, from time to time, by the Selling Stockholders, or by pledgees,
donees, transferees or other successors in interest, on one or more exchanges or
in the over-the-counter market, or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions; (2) that such sales or distributions may be made by one
or more of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
own account pursuant to this Prospectus; (c) an exchange distribution in
accordance with the rules of such exchange; (d) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; (e) in negotiated
transactions; or (f) through other means; and (3) that no sales or distributions
other than as described in (2)(a) through 2(e) above will be effected until
after this Prospectus shall have been appropriately amended or supplemented, if
required, to set forth the terms thereof. In effecting sales, brokers or
dealers engaged by the Selling Stockholders may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions or
discounts from Selling Stockholders in amounts to be negotiated immediately
prior to the sale. In certain cases, such brokers or dealers, any other
participating brokers and dealers, and the Selling Stockholders may be deemed to
be "underwriters" as that term is defined in Section 2(11) of the Securities Act
of 1933, as amended. In addition, any securities covered by this Prospectus
which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather
than pursuant to this Prospectus. The Company has entered into an
indemnification agreement with the Selling Stockholders. See section entitled
"The Selling Stockholders".
<PAGE>
Normal commission expenses and brokerage fees are payable individually by
the Selling Stockholders. Expenses of issuance and distribution, other than
commissions, estimated at $70,000.00 will be borne by the Company.
The date of this Prospectus is September 4, 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, DC, at 450 Fifth Street, N.W., Room 1024, Washington,
DC 20549, and at certain of its Regional Offices, as follows:
New York Regional Office Chicago Regional Office
7 World Trade Center 500 West Madison Street
Suite 1300 Suite 1400
New York, New York 10048 Chicago, Illinois 60661
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission, Washington, DC 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. The Commission also maintains a Web
site on the Internet that contains reports, proxy and information statements and
other information regarding registrants such as the Company that file
electronically with the Commission. The address of such site is:
http://www.sec.gov.
_____________________________________
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,
1995; (ii) the Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1996 and June 30, 1996; (iii) the financial statements
relating to the Company's acquisition of Provident Investment Counsel, Inc.
found at Item 7(a)(iii), 7(a)(iv) and 7(a)(v) of the Company's Current Report
on Form 8-K, filed on December 1, 1994, as amended on March 2, 1995; (iv) the
Company's Current Report on Form 8-K, filed on June 3, 1996; (v) the
Company's Current Report on Form 8-K, filed on September 3, 1996; and (vi)
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, prior to the termination of this
offering, shall be deemed to be incorporated by reference in this Prospectus.
<PAGE>
The Company shall, upon written or oral request by a person, including any
beneficial owner, to whom this Prospectus is delivered, provide without charge
to such person a copy of any and all of the information that has been
incorporated by reference in this Prospectus (not 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:
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 46 subsidiaries, 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 STOCKHOLDERS
The shares being offered hereby were acquired by the Selling Stockholders
listed below pursuant to a Merger Agreement dated as of July 17, 1996 by
which the Company has acquired by merger, effective August 29, 1996, all of
the capital stock of Clay Finlay Inc. ("CF Inc."), a New York corporation
having its principal place of business at 200 Park Avenue, New York, NY 10166
(the "Merger") and pursuant to an Acquisition Agreement dated as of July 17,
1996 by which CF Inc., immediately after the Merger and as a wholly owned
subsidiary of the Company, acquired all of the share capital of Clay Finlay
Ltd. ("CF Ltd."), a company limited by shares, incorporated in the Islands of
Bermuda and having its registered office at Third Floor, Burnaby Building, 16
Burnaby Street, Hamilton HM JX, Bermuda (the "Acquisition"). Prior to the
Merger, Messrs. Clay, Finlay, Jones and Schletter were the principal
stockholders of CF Inc. Prior to the Acquisition, Messrs. Clay, Finlay,
Brown, and Lyon and Ms. Yamada, and the L'Espoire Trust, the Alwyne Trust and
the Bon Accord Trust were the principal stockholders of CF Ltd. Each of
Messrs. Clay, Finlay, Jones, Schletter, Lyon, Brown and Ms. Yamada were
officers and/or employees of either CF Inc., CF Ltd. or a wholly-owned
subsidiary of CF Ltd. prior to the Merger and Acquisition and each of them
continues to hold the same positions since the Merger and Acquisition. As of
the date hereof, the Selling Stockholders are the beneficial owners of the
number and percentage of shares of the Company's Common Stock, par value
$.01, listed below, all of which are being offered hereby.
-2-
<PAGE>
Number of Shares
Selling Beneficially Owned Percentage
Stockholder as of the Date Hereof Owned
- ----------- --------------------- -------
John P. Clay 2,380,890 3.5
D. Francis K. Finlay 2,408,970 3.5
Gregory M. Jones 14,238 *
Robert C. Schletter 290,859 *
The Alwyne Trust 166,091 *
L'Espoire Trust 146,967 *
The Bon Accord Trust 28,080 *
Peter Lyon 21,719 *
Ian Brown 290,651 *
Asako Yamada 36,198 *
P.M. White 72,206 *
C. Casella-Hurley 2,034 *
* Less than 1%.
The Company has entered into an agreement with the Selling Stockholders
providing for indemnification of the Selling Stockholders by the Company under
certain circumstances.
-3-
<PAGE>
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.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Current Report on Form 8-K of the Company filed on September 3, 1996,
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given upon the authority of said firm as experts in
auditing and accounting.
The financial statements incorporated in this Prospectus by reference to
Item 7(a)(iii), 7(a)(iv) and 7(a)(v) of the Company's Current Report on Form
8-K, filed on December 1, 1994 and amended on March 2, 1995 have been so
incorporated in reliance on the reports of Maginnis, Knechtel & McIntyre and
Horsfall, Murphy & Pindroh, independent accountants, given upon the authority
of said firms as experts in accounting and auditing.
-4-
<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 $47,982.40
Cost of Printing 0.00
Legal Fees and 6,000.00*
Expenses
Accounting Fees and 10,000.00*
Expenses
Miscellaneous 6,017.60*
-------------
Total $ 70,000.00*
-------------
-------------
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.
<PAGE>
The Company maintains insurance under which the insurers will reimburse the
Company for amounts which it has paid to its directors, officers and certain
other employees by way of indemnification for claims against such persons in
their official capacities. The insurance also covers such persons as to amounts
paid by them as a result of claims against them in their official capacities
which are not reimbursed by the Company. The insurance is subject to certain
limitations and exclusions. One of the Company's directors serves as such under
the terms of an agreement with a corporation of which he is an officer. In so
serving, he is covered by the officers and directors' liability insurance policy
maintained by such corporation.
In addition, the Selling Stockholders have agreed to indemnify the
directors and officers of the Company who have signed this Registration
Statement under certain circumstances.
ITEM 16. EXHIBITS.
See Exhibit Index.
ITEM 17. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement 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; and
(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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, The Commonwealth of Massachusetts, on
September 4, 1996.
UNITED ASSET MANAGEMENT
CORPORATION
(Registrant)
By: /s/ William H. Park
---------------------------------
William H. Park,
Executive Vice President and
Chief Financial Officer
II-4
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Norton H. Reamer, William H. Park, and Joseph R. Ramrath and each of them singly
his or her lawful attorneys with full power to them and each of them singly to
sign for him or her in his or her name in the capacity indicated below this
registration statement on Form S-3 (and any and all amendments hereto), hereby
ratifying and confirming his signature as it may be signed by his or her said
attorneys to this registration statement (and any and all amendments hereto).
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
Signature Title Date
--------- ----- ----
/s/ Norton H. Reamer President and Chief September 4, 1996
- ------------------------ Executive Officer, Director
Norton H. Reamer
/s/ William H. Park Executive Vice President and September 4, 1996
- ------------------------ Chief Financial Officer
William H. Park (principal accounting officer)
/s/ Harold J. Baxter Director September 4, 1996
- ------------------------
Harold J. Baxter
/s/ John K. Dwight Director September 4, 1996
- ------------------------
John K. Dwight
/s/ Robert J. Greenebaum Director September 4, 1996
- ------------------------
Robert J. Greenebaum
II-5
<PAGE>
/s/ Jay O. Light Director September 4, 1996
- ------------------------
Jay O. Light
/s/ John F. McNamara Director September 4, 1996
- ------------------------
John F. McNamara
/s/ David I. Russell Director September 4, 1996
- ------------------------
David I. Russell
/s/ Philip Scaturro Director September 4, 1996
- ------------------------
Philip Scaturro
/s/ John A. Shane Director September 4, 1996
- ------------------------
John A. Shane
/s/ Barbara S. Thomas Director September 4, 1996
- ------------------------
Barbara S. Thomas
/s/ C. Giles H. Weaver Director September 4, 1996
- ------------------------
C. Giles H. Weaver
/s/ John S. Williams Director September 4, 1996
- ------------------------
John S. Williams
II-6
<PAGE>
EXHIBIT INDEX
Certain of the following exhibits (those marked with an asterisk) are filed
herewith. The remainder of the exhibits have heretofore been filed with the
Commission and are incorporated herein by reference. Inapplicable items have
been omitted.
Exhibit Title Page
4.1 Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 4.1 to the Company's
Registration Statement on Form S-3, File No. 33-57049, filed
December 23, 1994).
4.2 By-Laws of the Company, as amended (incorporated by reference to
Exhibit 4.2 to the Company's Registration Statement on Form S-3,
File No. 33-57049, filed December 23, 1994).
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).
5.1* Opinion of Hill & Barlow, a Professional Corporation.
23.1* Consent of Hill & Barlow, a Professional Corporation (included in
Exhibit 5.1).
23.2* Consent of Price Waterhouse LLP.
23.3* Consent of Maginnis, Knechtel & McIntyre.
23.4* Consent of Horsfall, Murphy & Pindroh.
24.1* Power of Attorney (included above at page II-5).
II-7
<PAGE>
Exhibit 5.1
September 4, 1996
PERSONAL AND CONFIDENTIAL
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
5,858,903 shares (the "Shares") of the Company's common stock, $.01 par value
per share, in connection with the acquisition of Clay Finlay Inc. and Clay
Finlay Ltd.
We have assisted you in the preparation of a Registration Statement on Form
S-3 (the "Registration Statement") with respect to the offering of the Shares by
the Selling Stockholders named therein.
We have made such examination of law and have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate records
and such other documents as we have considered relevant and necessary for the
opinions hereinafter set forth.
Based on the foregoing, we express the following opinions:
1. The issuance of the Shares has been duly authorized by all necessary
corporate action of the Company.
2. The Shares are validly issued, fully paid and non-assessable.
<PAGE>
United Asset Management Corporation
September 4, 1996
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
HILL & BARLOW,
a Professional Corporation
/s/ Dennis W. Townley
----------------------------
Dennis W. Townley,
a Member of the Firm
<PAGE>
Exhibit 23.2
[Price Waterhouse LLP Letterhead]
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 United
Asset Management Corporation of our report dated August 29, 1996, which is
included as Item 7(b)(5) in United Asset Management Corporation's Current
Report on Form 8-K, dated September 3, 1996. We also consent to the
incorporation by reference of our report on the Financial Statement Schedule,
which appears on Page F-1 of United Asset Management Corporation's Annual
Report on Form 10-K for the year ended December 31, 1995. We also consent to
the reference to us under the heading "Experts" in such Prospectus.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
September 4, 1996
<PAGE>
Exhibit 23.3
[Letterhead of Maginnis, Knechtel & McIntyre]
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.
/s/ Maginnis, Knechtel & McIntyre
Maginnis, Knechtel & McIntyre
Pasadena, California
August 26, 1996
<PAGE>
Exhibit 23.4
[Letterhead of Horsfall, Murphy & Pindroh]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
United Asset Management Corporation:
We consent to the incorporation by reference in the Prospectus constituting
part of this Registration Statement on Form S-3 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,
which is included as Item 7(a)(iv) 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 our firm under the heading "Experts" in such Prospectus.
/s/ Horsfall, Murphy & Pindroh
Horsfall, Murphy & Pindroh
Pasadena, California
August 27, 1996
