UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
and (Amendment No. __)
UNITED ASSET MANAGEMENT CORPORATION
(Name of Issuer)
Common Stock, no par per share
(Title of Class of Securities)
909420 10 1
(CUSIP Number)
D. Francis Finlay
John P. Clay
c/o Clay Finlay Inc.
200 Park Avenue
New York, New York 10166
(212) 557-7022
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 29, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. [ ]
Check the following box if a fee is being paid with the statement. [X]<PAGE>
SCHEDULE 13D
CUSIP No. 909420 10 1
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(a) D. Francis Finlay
(b) John P. Clay
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [X]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) UK
(b) US
NUMBER 7. SOLE VOTING POWER
OF (a) 2,408,970
(b) 2,408,970
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) -0-
(b) -0-
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 2,408,970
(b) 2,408,970
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) -0-
(b) -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
(a) 2,408,970
(b) 2,408,970
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 3.52%
(b) 3.52%
14. TYPE OF REPORTING PERSON
(a) IN
(b) IN<PAGE>
Item 1. SECURITY AND ISSUER
This Schedule 13D ("Schedule 13D") relates to the common stock, $.01 par
value per share (the "Common Stock"), of United Asset Management
Corporation, a Delaware corporation ("UAM" or the "Company"). The
principal executive offices of UAM are located at One International Place,
Boston, MA 02110.
Item 2. IDENTITY AND BACKGROUND
This Statement is filed by D. Francis Finlay and John P. Clay (the
"Reporting Persons"), both having a business address at c/o Clay Finlay Inc.
("Clay Finlay"), 200 Park Avenue, New York, New York 10166. Mr. Finlay
and Mr. Clay are each Co-Chairman of the Board of Clay Finlay.
Neither of Messrs. Finlay or Clay has, during the past five years, (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and, as a result of
such proceeding, has been subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws. Mr. Finlay is a citizen of the United Kingdom. Mr.
Clay is a citizen of the United States.
Item 3. SOURCE AND AMOUNT OF FUNDS.
The Reporting Persons acquired the Common Stock the subject of this
filing pursuant to (1) a merger (the "Merger") between Clay Finlay and a
wholly-owned subsidiary of UAM, with Clay Finlay to be the surviving
corporation and (2) the subsequent acquisition (the "Acquisition") by Clay
Finlay of the outstanding shares of Clay Finlay Ltd., a Bermuda company.
Under the agreements relating to the Merger and the Acquisition, the
Reporting Persons and the shareholders of Clay Finlay and Clay Finlay Ltd.
received shares of UAM Common Stock in exchange for their shares of Clay
Finlay and Clay Finlay Ltd. The Merger and the Acquisition were both
consummated on August 29, 1996.
Item 4. PURPOSE OF TRANSACTION
All the shares of Common Stock beneficially owned by the Reporting
Persons were acquired solely for investment purposes. The Reporting
Persons have advised the Company that the shares of Common Stock held
by them be offered for sale and sold or distributed, from time to time, by the
Reporting Persons, 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 on terms then prevailing or at prices related to the
then current market price, or in negotiated transactions.
Item 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) Mr. Finlay beneficially owns an aggregate of 2,408,970 shares of
Common Stock, such amount representing approximately 3.52% of the shares
of Common Stock outstanding. Mr. Clay beneficially owns an aggregate of
2,408,970 shares of Common Stock, such amount representing approximately
3.52% of the shares of Common Stock outstanding, of which 28,090 shares
are held by trust of which the wife of Mr. Clay is the grantor. Certain other
individuals also party to the Continuity of Interest Agreements referred to
in Item 7 own an aggregate of 966,723 shares of Common Stock, such amount
representing 1.41% of the shares of Common Stock outstanding.
(b) Each of Messrs. Finlay and Clay holds sole power to vote and
direct the disposition of all shares of Common Stock beneficially owned by
each of them set forth in Item 5(a), respectively.
(c) No transactions in the Common Stock were effected by the Reporting
Persons during the past 60 days other than the acquisition described in
Item 3.
(d) A trust of which the wife of Mr. Clay is the grantor holds 28,090
shares of Common Stock beneficially owned by Mr. Clay and has the right to
receive dividends on and proceeds from the sale of such shares.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
The Reporting Persons, along with certain other individuals referred to
in Item 5 (a), are parties to an agreement, dated August 29, 1996, pursuant
to which they have agreed not to sell more than 50% of the Common Stock
held by them for at least two years from the date of the agreement.
Item 7. EXHIBITS.
(a) Clay Finlay Inc. Continuity of Interest Agreement dated August 29,
1996.
(b) Clay Finlay Ltd. Continuity of Interest Agreement dated August 29,
1996.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
/s/ D. Francis Finlay
D. Francis Finlay
/s/ John P. Clay
John P. Clay
Date: September 12, 1996
<PAGE>
CLAY FINLAY INC.
CONTINUITY OF INTEREST AGREEMENT
The undersigned shareholders ("Shareholders") of Clay Finlay Inc.,
a New York corporation ("CF Inc."), hereby enter into this Agreement on
August 29, 1996 for the purposes hereinafter set forth.
W I T N E S S E T H:
WHEREAS, United Asset Management Corporation, a Delaware
corporation ("UAM"), CF Newco, Inc., a New York corporation and a wholly
owned subsidiary of UAM ("Newco"), CF Inc., and the Shareholders entered
into a Merger Agreement dated as of July 17, 1996 (the "Merger Agreement");
WHEREAS, pursuant to the Merger Agreement and in accordance
with the applicable provisions of the statutes of the states of Delaware and
New York, Newco will merge (the "Merger") with and into CF Inc., the
Surviving Corporation and, pursuant to the Merger, (a) each share of CF Inc.
Common Stock shall be exchanged for and converted into the number of
shares of validly issued, fully paid and nonassessable common stock, par
value $.01 per share, of UAM ("UAM Common Stock") equal to the
Conversion Ratio (as defined in Section 1.2 of the Merger Agreement); and
(b) each share of common stock of Newco issued and outstanding shall be
converted into and become one share of Common Stock of the Surviving
Corporation; and
WHEREAS, the Shareholders are willing to consummate the Merger
only if such transaction will qualify as a tax-free reorganization under
Section 368 of the Internal Revenue Code of 1986, as amended (the "Code");
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
1. Each of the Shareholders represents and warrants severally and
not jointly that he or she has, and as of the Effective Time (as defined in
Section 1.1 of the Merger Agreement) will have, no plan, intention or
arrangement to sell, transfer or otherwise dispose of a number of shares of
UAM Common Stock to be received in the Merger that would reduce his or
her ownership of UAM Common Stock to a number of shares having a value,
as of the date of the Merger, of less than 50 percent of the value of his or her
issued and outstanding capital stock of CF Inc. immediately prior to the
Effective Time. Furthermore, each of the Shareholders represents that he
or she has no knowledge of any plan, intention or arrangement by any
former CF Inc. shareholder to sell, transfer or otherwise dispose of a number
of shares of UAM Common Stock to be received in the Merger that would
reduce the former CF Inc. shareholders' ownership of UAM Common Stock,
in the aggregate, to a number of shares having a value, as of the date of the
Merger, of less than 50 percent of the value of all of the issued and
outstanding capital stock of CF Inc. immediately prior to the Effective Time.
For purposes of this Agreement, shares of CF Inc. Common Stock exchanged
for cash or other property, surrendered by dissenters, or exchanged for cash
in lieu of fractional shares of UAM Common Stock will be treated as
outstanding CF Inc. Common Stock on the date of the transaction.
2. Each of the Shareholders agrees that, for a period of two (2)
years after the Effective Time of the Merger (the "Post-Merger Continuity
Period"), he or she will not sell, transfer or otherwise dispose of his or
her respective shares of UAM Common Stock having a value, as of the date
of the Merger, of more than 50 percent of the value of his or her respective
shares of the issued and outstanding capital stock of CF Inc. immediately
prior to the Effective Time. For purposes of this Agreement, shares of CF
Inc. Common Stock exchanged for cash or other property, surrendered by
dissenters, or exchanged for cash in lieu of fractional shares of UAM
Common Stock will be treated as outstanding CF Inc. Common Stock on the
date of the transaction. Moreover, shares of CF Inc. Common Stock and
shares of UAM Common Stock held by CF Inc. shareholders and otherwise
sold, redeemed, or disposed of prior or subsequent to the Effective Time of
the Merger will be considered for purposes of this Agreement.
3. The Shareholders shall deliver written notice to John P. Clay
and D. Francis Finlay within ten (10) days after disposing of any shares of
UAM Common Stock during the Post-Merger Continuity Period (as permitted
by paragraph 2), stating the number of shares disposed of and the manner
of disposition.
4. The Shareholders recognize and agree that their remedy at law
for any breach of the provisions of this Agreement would be inadequate and
that for breach of such provisions the Shareholders shall, in addition to
such other remedies as may be available to them at law or in equity, be
entitled to injunctive relief by an action for specific performance to the
extent permitted by law.
5. The execution, interpretation, and performance of this
Agreement and any claims arising out of this Agreement shall be governed
by the laws of the State of New York without regard to the conflict of law
provisions thereof. The parties hereto hereby consent to the jurisdiction of
any state or federal court located within the City, County and State of New
York. The parties waive personal service of process, and assent that service
of process may be made by registered mail to the parties' respective
addresses herein provided.
6. All notices hereunder shall be in writing and delivered by
hand or mailed by United States registered or certified first class mail,
postage fees prepaid, or sent by overnight delivery service or by telefax
with delivery confirmed to the party to be notified at the party's address
shown below. Notices which are sent by overnight delivery service or sent
by telefax shall be effective upon confirmed receipt thereof by the person to
whom the delivery is addressed. Notices which are hand delivered shall be
effective on delivery. Notices which are mailed shall be effective on the
third business day after mailing.
(i) John P. Clay
114 East 30th Street
New York, New York 10116
(ii) D. Francis Finlay
114 East 90th Street
New York, New York 10128
(iii) Gregory M. Jones
5 Crows Nest
Chappaqua, New York 10514
(iv) Robert C. Schletter
36 Winthrop Road
Short Hills, New Jersey 07078
7. This Agreement shall not be modified, amended, altered or
supplemented except by a written agreement executed by the Shareholders
(or their personal representatives) who owned more than 50% of the
outstanding capital stock of CF Inc. immediately prior to the Effective Time,
provided that such shareholders must include both John P. Clay and D.
Francis Finlay (or their personal representatives). In the event of the
termination of the Merger Agreement pursuant to the terms of Article IX
thereof, or in the event that the Merger is otherwise not consummated on or
before September 30, 1996, this Agreement shall also terminate.
8. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors, heirs and assigns.
Notwithstanding any provision herein, upon the death of any Shareholder,
the estate or personal representative of such Shareholder (the "Estate") shall
be permitted to sell, transfer or dispose of the UAM Common Stock it owns
without regard to Section 2 hereof, if the Estate obtains and provides to the
remaining shareholders an opinion of counsel (which opinion shall be
reasonably acceptable to John P. Clay and D. Francis Finlay if they continue
to own their shares of UAM Common Stock) that the sale of all or any
portion of the remaining UAM Common Stock held by the Estate will not
cause the Merger to fail to qualify as a tax-free reorganization under Section
368 of the Code.
9. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but of which together shall
constitute one and the same document. This Agreement constitutes the
entire agreement among the Shareholders with respect to the subject matter
hereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Continuity
of Interest Agreement to be duly executed on the date first set forth above
and to become effective immediately after the Effective Time of the Merger
Agreement.
/s/ D. Francis Finlay
D. Francis Finlay
/s/ John P. Clay
John P. Clay
/s/ Gregory M. Jones
Gregory M. Jones
/s/ Robert C. Schletter
Robert C. Schletter
<PAGE>
CLAY FINLAY LTD.
CONTINUITY OF INTEREST AGREEMENT
The undersigned shareholders ("Shareholders") of Clay Finlay Ltd.
a company limited by shares, incorporated in the Islands of Bermuda ("CF
Ltd."), hereby enter into this Agreement on August 29, 1996 for the purposes
hereinafter set forth.
W I T N E S S E T H:
WHEREAS, United Asset Management Corporation, a Delaware
corporation ("UAM"), Clay Finlay Inc., a New York corporation ("CF Inc."),
CF Ltd., and the Shareholders entered into an Acquisition Agreement dated
as of July 17, 1996 (the "Acquisition Agreement");
WHEREAS, on the Closing Date (as defined in Article II of the
Acquisition Agreement) but prior to the Acquisition, UAM will acquire,
pursuant to the terms and conditions of a Merger Agreement by and among
UAM, CF Inc., CF Newco Inc., and the Stockholders of CF Inc., dated as of
July 17, 1996 (the "Merger Agreement"), all of the issued and outstanding
capital stock of CF Inc. by means of a merger (the "Merger"), pursuant to
which CF Inc. will become a wholly-owned subsidiary of UAM;
WHEREAS, on the Closing Date and on the terms and subject to the
conditions contained in the Acquisition Agreement, CF Inc. shall purchase
from the Shareholders, and the Shareholders shall convey, transfer, set over,
assign and deliver to CF Inc. the full legal and beneficial title to all of
the issued and outstanding share capital of CF Ltd. (the "CF Ltd. Shares").
The CF Ltd. Shares are to be purchased by CF Inc. for UAM Stock (as
provided for in Section 1.2 of the Acquisition Agreement) (the "Acquisition");
and
WHEREAS, certain of the Shareholders are willing to consummate
the Acquisition only if such transaction will qualify as a tax-free
reorganization under Section 368 of the Internal Revenue Code of 1986, as
amended (the "Code");
NOW, THEREFORE, THE PARTIES AGREE AS FOLLOWS:
10. Each of the Shareholders represents and warrants severally and
not jointly that he or she has, and as of the Closing Date will have, no
plan, intention or arrangement to sell, transfer or otherwise dispose of a
number of shares of UAM Common Stock to be received in the Acquisition
that would reduce his or her ownership of UAM Common Stock to a number
of shares having a value, as of the date of the Acquisition, of less than 50
percent of the value of his or her issued and outstanding capital stock of CF
Ltd. immediately prior to the Closing Date. Furthermore, each of the
Shareholders represents that he or she has no knowledge of any plan,
intention or arrangement by any former CF Ltd. shareholder to sell, transfer
or otherwise dispose of a number of shares of UAM Common Stock to be
received in the Acquisition that would reduce the former CF Ltd.
shareholders' ownership of UAM Common Stock, in the aggregate, to a
number of shares having a value, as of the date of the Acquisition, of less
than 50 percent of the value of all of the issued and outstanding capital stock
of CF Ltd. immediately prior to the Closing Date. For purposes of this
Agreement, shares of CF Ltd. Common Stock exchanged for cash in lieu of
fractional shares of UAM Common Stock will be treated as outstanding CF
Ltd. Common Stock on the date of the transaction.
11. Each of the Shareholders agrees that, for a period of two (2)
years after the Closing Date of the Acquisition (the "Post-Acquisition
Continuity Period"), he or she will not sell, transfer or otherwise dispose
of his or her respective shares of UAM Common Stock having a value, as of
the date of the Acquisition, of more than 50 percent of the value of his or her
respective shares of the issued and outstanding capital stock of CF Ltd.
immediately prior to the Closing Date. For purposes of this Agreement,
shares of CF Ltd. Common Stock exchanged for cash in lieu of fractional
shares of UAM Common Stock will be treated as outstanding CF Ltd.
Common Stock on the date of the transaction. Moreover, shares of CF Ltd.
Common Stock and shares of UAM Common Stock held by CF Ltd.
shareholders and otherwise sold, redeemed, or disposed of prior or
subsequent to the Closing Date of the Acquisition will be considered for
purposes of this Agreement.
12. The Shareholders shall deliver written notice to John P. Clay
and D. Francis Finlay within ten (10) days after disposing of any shares of
UAM Common Stock during the Post-Acquisition Continuity Period (as
permitted by paragraph 2), stating the number of shares disposed of and the
manner of disposition.
13. The Shareholders recognize and agree that their remedy at law
for any breach of the provisions of this Agreement would be inadequate and
that for breach of such provisions the Shareholders shall, in addition to
such other remedies as may be available to them at law or in equity, be
entitled to injunctive relief by an action for specific performance to the
extent permitted by law.
14. The execution, interpretation, and performance of this
Agreement and any claims arising out of this Agreement shall be governed
by the laws of the State of New York without regard to the conflict of law
provisions thereof. The parties hereto hereby consent to the jurisdiction of
any state or federal court located within the City, County and State of New
York. The parties waive personal service of process, and assent that service
of process may be made by registered mail to the parties' respective
addresses herein provided.
15. All notices hereunder shall be in writing and delivered by
hand or mailed by United States registered or certified first class mail,
postage fees prepaid, or sent by overnight delivery service or by telefax
with delivery confirmed to the party to be notified at the party's address
shown below. Notices which are sent by overnight delivery service or sent
by telefax shall be effective upon confirmed receipt thereof by the person to
whom the delivery is addressed. Notices which are hand delivered shall be
effective on delivery. Notices which are mailed shall be effective on the
third business day after mailing.
(i) John P. Clay
114 East 30th Street
New York, New York 10116
(ii) D. Francis Finlay
114 East 90th Street
New York, New York 10128
(iii) Ian Brown
Pacific Place
88 Queensway
Apartment 2104
HONG KONG
(iv) A. Yamada
River Point Tower, 1408
1-11-6 Tsukuda
Tokyo 104
JAPAN
(v) P. Lyon
Westane, Tyrell Wood
Leatherhead
Surrey, KT22 8QT
UNITED KINGDOM
(vi) Notices to the Bon Accord Trust, L'Espoire Trust and
the Alwyne Trust shall be mailed to the address set forth in the Acquisition
Agreement.
16. This Agreement shall not be modified, amended, altered or
supplemented except by a written agreement executed by the Shareholders
(or their personal representatives) who owned more than 50% of the
outstanding capital stock of CF Ltd. immediately prior to the Closing Date,
provided that such shareholders must include both John P. Clay and D.
Francis Finlay (or their personal representatives). In the event of the
termination of the Acquisition Agreement pursuant to the terms of Article X
thereof, or in the event that the Acquisition is otherwise not consummated
on or before September 30, 1996, this Agreement shall also terminate.
17. This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors, heirs and assigns.
Notwithstanding any provision herein, upon the death of any Shareholder,
the estate or personal representative of such Shareholder (the "Estate") shall
be permitted to sell, transfer or dispose of the UAM Common Stock it owns
without regard to Section 2 hereof, if the Estate obtains and provides to the
remaining shareholders an opinion of counsel (which opinion shall be
reasonably acceptable to John P. Clay and D. Francis Finlay if they continue
to own their shares of UAM Common Stock) that the sale of all or any
portion of the remaining UAM Common Stock held by the Estate will not
cause the Acquisition to fail to qualify as a tax-free reorganization under
Section 368 of the Code.
18. This Agreement may be executed in two or more counterparts,
each of which shall be deemed to be an original, but of which together shall
constitute one and the same document. This Agreement constitutes the
entire agreement among the Shareholders with respect to the subject matter
hereof.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Continuity
of Interest Agreement to be duly executed on the date first set forth above
and to become effective immediately after the Closing Date of the Acquisition
Agreement.
/s/ John P. Clay /s/ D. Francis Finlay
John P. Clay D. Francis Finlay
/s/ Ian Brown /s/ Asako Yamada
Ian Brown Asako Yamada
/s/ Peter G. Lyon
Peter G. Lyon
Codan Trust Company Limited as trustess L' Espoire Trust
of The Alwyne Trust
By: /s/ FRE Dakers By: /s/ Julie T. Scott /s/SA
Pembroke Company Limited as French
Nominee for its Nominee/Trustee
Codan Trust Company Limited Name:
Title:
By: /s/ Nicholas Johnson
Name:
Title:
The Bon Accord Trust
By: /s/ A.R. Caffrey /s/ S.F. Mallory
its Nominee/Trustee
Name:
Title:
