<PAGE>
REGISTRATION NO. 33-64449
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5 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:
Valerie L. Andrews, Esq.
Hill & Barlow, a Professional Corporation
One International Place
Boston, Massachusetts 02110-2607
(617) 428-3000
Approximate date of commencement of proposed sale to the public: April 1, 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,
without giving effect to a two-for-one stock split to be effected in the form of
a 100% stock dividend payable on June 21, 1996 to stockholders of record at the
close of business on June 7, 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
332,752* Shares of
Common Stock
(Par Value $.01 Per Share)
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
An aggregate maximum of 332,752* shares of Common Stock being offered
hereby (the "Shares") will be sold by United Asset Management Corporation
(the "Company") from time to time on exercise by Allen & Company Incorporated
acting as underwriter ("Allen") of certain warrants (the "Warrants") previously
acquired by Allen 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"). The offering of
Shares will terminate no later than June 30, 1997.
The Underwriter will acquire the Shares from the Company upon exercise of
Warrants to purchase shares of the Company's Common Stock at prices ranging from
$8.111 to $8.2495 per share held by the Warrantholders. The Company will
receive all of the proceeds from the exercise of the Warrants by Allen. The
Company will not receive any of the proceeds from either the sale of the
Warrants to Allen or the sale of the Shares by Allen. 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 Common Stock of the Company is quoted on the New York Stock Exchange
under the symbol "UAM". The last price of the Company's Common Stock as
reported by the New York Stock Exchange on May 30, 1996 was $49.375 per
share (without giving effect to the two-for-one stock split to be effected in
the form of a 100% stock dividend payable on June 21, 1996 to stockholders of
record at close of business on June 7, 1996.)
_______________
*Except as otherwise noted, all information in this Prospectus has been adjusted
to reflect a two-for-one stock split to be effected in the form of a 100% stock
dividend payable on June 21, 1996 to stockholders of record at the close of
business on June 7, 1996. Shares issued or issuable on account of the stock
dividend to be paid on shares registered pursuant to the Registration Statement
of which this Prospectus is a part are deemed to be covered by such Registration
Statement pursuant to Rule 416(b) promulgated under the Securities Act.
The Underwriter 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
<PAGE>
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 Allen; 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 Allen and dealers purchasing Shares from Allen 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
Allen. See section entitled "Underwriting."
It is intended that Allen will purchase Warrants at a price that will
result in compensation to Allen equivalent to customary brokerage commissions.
The expense of such commissions will be borne by the Warrantholders. Other
expenses, estimated at $10,000, will be borne by the Company.
The Underwriter is under no obligation to purchase any of the Warrants from
the Warrantholders, to exercise any Warrants following purchase or to sell any
Shares following exercise of the Warrants. It is anticipated that, if Allen
purchases any of the Warrants, Allen promptly will exercise such Warrants and
sell the Shares received upon such exercise; there can be no assurance, however,
that Allen will exercise the Warrants or sell the Shares as contemplated. To
the extent required, brokers executing trades in the Shares on behalf of Allen
will comply with the prospectus delivery requirements of the Securities Act.
The date of this Prospectus is June 7, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act with respect to the Common Stock offered
hereby. This Prospectus, which constitutes part of the Registration Statement
omits certain of the information contained in the Registration Statement and the
exhibits and schedules thereto on file with the Commission pursuant to the
Securities Act and the rules and regulations of the Commission thereunder. 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 Commission. The Registration Statement,
including exhibits and schedules thereto, as well as the Company's Exchange Act
filings and 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, 1995; (ii) the
Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996;
(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; (v) the
Company's Current Report on Form 8-K filed on May 31, 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.
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<PAGE>
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 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.
USE OF PROCEEDS
The net proceeds to the Company from the sale of the 332,752 shares of
Common Stock offered by the Company hereby, assuming the exercise of all of the
Warrants by Allen and after deducting estimated offering expenses payable by the
Company, are estimated to be approximately $2,733,720. The Company expects to
use the net proceeds for working capital and other general corporate purposes.
THE WARRANTHOLDERS
On January 8, 1996, there were 29,991,131 (without giving effect to a
two-for-one stock split to be effected in the form of a 100% stock dividend
payable on June 21, 1996 to stockholders of record at the close of business
on June 7, 1996) 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 Allen after purchase of a Warrant is
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<PAGE>
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 Before Offered After Offering Offering
Address Offering ------- -------------- --------
- - ------- --------
<S> <C> <C> <C> <C>
Phillip E. Arnold 190,652 9,520 181,132 *
c/o Fiduciary Management
Associates, Inc.
55 West Monroe Street, Suite
2550
Chicago, IL 60603
J. Michael Flinn 212,928 101,114 111,814 *
c/o Sirach Capital
Management, Inc.
600 University Street
3323 One Union Square
Seattle, WA 98101
George B. Kauffman 144,056 30,000 114,056 *
c/o Sirach Capital
Management, Inc.
600 University Street
3323 One Union Square
Seattle, WA 98101
William B. Sanders 141,146 101,114 40,032 *
c/o Sirach Capital
Management, Inc.
600 University Street
3323 One Union Square
Seattle, WA 98101
</TABLE>
-4-
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
Boyd E. Sharp, Jr. 80,924 61,004 19,920 *
c/o Sirach Capital
Management, Inc.
600 University Street
3323 One Union Square
Seattle, WA 98101
Boyd E. Sharp, Jr. Charitable 30,000 30,000 0 *
Remainder Unitrust
c/o Sirach Capital
Management, Inc.
600 University Street
3323 One Union Square
Seattle, WA 98101
</TABLE>
* Less than one (1) percent
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.
UNDERWRITING
The Underwriter 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 Allen upon exercise of the Warrants. The Underwriter will acquire
the Warrants from Warrantholders in private transactions exempt from the
registration requirements of the Securities Act. The Underwriter is under no
obligation to purchase any of the Warrants from the Warrantholders, to exercise
any Warrants following purchase or to sell any Shares following exercise of the
Warrants. It is anticipated that, if Allen purchases any of the Warrants, Allen
promptly will exercise such Warrants and sell the Shares received upon such
exercise; there can be no assurance, however, that Allen will exercise the
Warrants or sell the Shares as contemplated.
The Warrantholders acquired the Warrants from the Company at least three
years prior to sale to Allen 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.
-5-
<PAGE>
This Registration Statement covers up to a maximum of 332,752 Shares of the
Company's Common Stock to be acquired upon exercise of the Warrants by Allen.
As of the date hereof, Allen 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, Allen may be deemed to be the beneficial
owner of an aggregate of 2,232,388 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 Allen providing for
indemnification by the Company of Allen and its officers, directors and control
persons under certain circumstances, and reimbursement of out-of-pocket expenses
including attorneys fees and expenses, incurred by Allen in connection with this
offering. Compensation of Allen will consist only of the equivalent of
customary brokerage commissions that would be received in connection with the
sale of the Shares.
Philip Scaturro, a Managing Director of Allen, is a director of the
Company.
LEGAL MATTERS
The legality of the Shares offered by this Prospectus has been passed upon
for the Company by Hill & Barlow, a Professional Corporation, One International
Place, Boston, Massachusetts 02110.
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,
1995 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.
-6-
<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
Expenses $ 2,000.00*
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
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<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.
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
-8-
<PAGE>
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.
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<PAGE>
EXHIBIT INDEX
Certain of the following exhibits (those marked with an asterisk) are filed
herewith. The remainder of the following exhibits have heretofore been filed
with the Commission and are incorporated herein by reference. Inapplicable
items have been omitted.
Exhibit Title
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).
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<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. 5 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 May 31, 1996.
UNITED ASSET MANAGEMENT
CORPORATION
(Registrant)
By: /s/William H. Park
-----------------------------------
William H. Park,
Executive Vice President and Chief
Financial Officer
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<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 5 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 May 31, 1996
/s/William H. Park
- - --------------------------- Executive Vice President and May 31, 1996
William H. Park Chief Financial Officer
(principal accounting
officer)
- - --------------------------- Director
Harold J. Baxter
- - --------------------------- Director
John K. Dwight
*
- - --------------------------- Director May 31, 1996
Robert J. Greenebaum
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<PAGE>
* Director May 31, 1996
- - ---------------------------
Charles E. Haldeman, Jr.
*
- - --------------------------- Director May 31, 1996
Jay O. Light
*
- - --------------------------- Director May 31, 1996
John F. McNamara
/s/ David I. Russell Director May 31, 1996
- - ---------------------------
David I. Russell
*
- - --------------------------- Director May 31, 1996
Philip Scaturro
*
- - --------------------------- Director May 31, 1996
John A. Shane
- - --------------------------- Director
Barbara S. Thomas
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<PAGE>
- - --------------------------- Director
C. Giles H. Weaver
- - -------------------------- Director
John S. Williams
Date: May 31, 1996
*By: /s/William H. Park
------------------------------------
William H. Park, Attorney-in-fact
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<PAGE>
[HILL & BARLOW LETTERHEAD]
EXHIBIT 5
May 31, 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 or proposed
issuance of shares (the "Split Shares") of the Company's common stock, $.01 par
value per share, in connection with the declaration and distribution of a two-
for-one stock split effected in the form of a 100% stock dividend payable on
June 21, 1996 to stockholders of record of the Company on June 7, 1996.
We have assisted you in the preparation of Amendment No. 5 to Registration
Statement No. 33-64449 on Form S-3 (the "Amended Registration Statement"),
which amendment is made to include the Split Shares in the shares offered 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 Split Shares has been duly authorized by all
necessary corporate action of the Company.
<PAGE>
United Asset Management Corporation
May 31, 1996
Page 2
2. The Split Shares, upon issuance on June 21, 1996 to stockholders of
record on June 7, 1996, will be validly issued, fully paid and non-assessable.
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 Amended Registration Statement.
Very truly yours,
HILL & BARLOW,
a Professional Corporation
/s/ John C. Vincent, Jr.
John C. Vincent, Jr.
a Member of the Firm
<PAGE>
EXHIBIT 24.2
[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 our report dated
February 7, 1996, which appears on Page 56 of the 1995 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, 1995. 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.
/s/ Price Waterhouse LLP
Price Waterhouse LLP
May 31, 1996
<PAGE>
EXHIBIT 24.3
[AM&G Letterhead]
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of Amendment No. 5 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 Asset 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.
/s/ Altschuler, Melvoin and Glasser LLP
Altschuler, Melvoin and Glasser LLP
Chicago, Illinois
May 31, 1996
<PAGE>
EXHIBIT 24.4
[MK&M Letterhead]
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
May 29, 1996
<PAGE>
EXHIBIT 24.5
[Horsfall, Murphy & Pindroh Letterhead]
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. 5 to the Registration Statement of United Asset Management on Form S-3
(No. 33-64449) and to the reference of our firm under the heading "Experts" in
the Prospectus.
/s/ Horsfall, Murphy & Pindroh
Horsfall, Murphy & Pindroh
Pasadena, California
May 31, 1996
