<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
to be Amount to be price per offering Amount of
registered registered unit* price* registration fee
- -------------------------------------------------------------------------------
Common Stock 1,727,499 $23.375 $40,380,289.13 $13,924.24
($.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 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
1,727,499 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 three 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".
Normal commission expenses and brokerage fees are payable individually
by the Selling Stockholders. Expenses of issuance and distribution, other
than commissions, estimated at $23,000.00, 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.
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<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 an agreement dated as of July 9, 1996
by which the Company has acquired, effective August 28, 1996, all of the
issued and outstanding share capital of Rogge Global Partners Plc, an English
public company limited by shares whose registered office is at 5-6 St.
Andrew's Hill, London EC4V 5BY, England ("RGP") (the "Acquisition"). Prior to
the Acquisition, the Selling Stockholders were the only stockholders of RGP.
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.
-3-
<PAGE>
Number of Shares
Selling Beneficially Owned
Stockholder as of the Date Hereof Percentage
- ----------- --------------------- -----------
Abacus Trustees (Jersey)
Limited 1,036,499 1.5
Oranda Foundation 604,625 *
Sandella Foundation 86,375 *
* 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.
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.
<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 $ 14,147.62
Cost of Printing 0
Legal Fees and Expenses 3,000.00*
Accounting Fees and Expenses 5,000.00*
Miscellaneous 852.38*
------------
Total $ 23,000.00*
------------
------------
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 or her 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Norton H. Reamer President and Chief
- ------------------------- Executive Officer, Director September 4, 1996
Norton H. Reamer
/s/ William H. Park Executive Vice President and
- ------------------------- Chief Financial Officer (principal September 4, 1996
William H. Park 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
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/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
</TABLE>
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.
<TABLE>
<CAPTION>
Exhibit Title Page
<S> <C> <C>
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).
</TABLE>
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
1,727,499 shares (the "Shares") of the Company's common stock, $.01 par
value per share, in connection with the acquisition of Rogge Global Partners
Plc.
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/ John C. Vincent, Jr.
----------------------------------
John C. Vincent, Jr.,
a Member of the Firm
JCV:cbc
<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
