<PAGE>
REGISTRATION NO. 33-57049
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2 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
(617) 428-3000
Approximate date of commencement of proposed sale to the public:
February 15, 1995.
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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 1,873,004 $35.8125 $67,076,955.75 $23,129.95
($.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 23,
1995, 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
3,746,008* 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 certain 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 May 30,
1996 was $49.375 per share (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 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,
__________________
*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.
<PAGE>
brokers or dealers engaged by the Selling Shareholders may arrange for other
brokers or dealers to participate. Brokers or dealers will receive commissions
or discounts from Selling Shareholders 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 connection with such sales. 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 by the Selling
Stockholders. Expenses of issuance and distribution, other than commissions,
estimated at $35,000.00 will be borne by the Company.
The date of this Prospectus is June 7, 1996
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, as well as proxy and information
statements, and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission in Washington, D.C., at 450 Fifth Street, N.W., Room 1024,
Washington, D.C. 20549, and at certain of its Regional Offices, as follows:
New York Regional Office Chicago Regional Office
75 Park Place 500 West Madison Street,
14th Floor Suite 1400
New York, New York 10007 Chicago, Illinois 60604
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission, Washington, D.C. 20549.
The Common Stock of the Company is listed on the New York Stock Exchange.
Reports, proxy and information statements, and other information concerning the
Company can be inspected at such exchange.
-------------------------------------
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been filed by the Company with the Commission
(File No. 1-9215) and are incorporated herein by reference: (i) the Company's
Annual Report on Form 10-K for the year ended December 31, 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.
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 45 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
Pursuant to an agreement dated as of November 10, 1994 (the "Acquisition
Agreement"), the Company has acquired, effective February 15, 1995, certain
assets and business of Provident Investment Counsel ("PIC"), a California
corporation having its principal place of business at Corporate Center, 300
North Lake Avenue, Pasadena, California 91101 (the "Acquisition"). Upon
consummation of the Acquisition, the Company contributed the assets and business
acquired by the Company in the Acquisition to PIC Newco, Inc. ("Newco"), an
indirect wholly-owned subsidiary of the Company; PIC changed its name to PIC
Oldco, Inc. ("Oldco"); and Newco changed its name to Provident Investment
Counsel, Inc. ("PIC/UAM").
The shares being offered hereby were acquired by the Selling Stockholder
(Oldco) pursuant to the Acquisition Agreement. As of the commencement of the
Offering made by this Prospectus, the Selling Stockholder (Oldco) was the
beneficial owner of 3,746,008 shares of the Company's Common Stock, par value
$.01, all of which are being offered hereby. From time to time, Oldco may elect
to distribute the Shares to its stockholders. Prior to and at the time of the
Acquisition, the individuals listed below were the only stockholders of Oldco.
If Oldco elects to distribute the Shares to its stockholders, the individuals
listed below will be Selling Stockholders and, as of the date of such
distribution, will be the beneficial owners of up to the numbers of shares of
UAM Common Stock, par value $.01, listed below, all of which are being offered
hereby. For at least three years prior to the
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<PAGE>
Acquisition, the individuals listed below held the positions listed below with
Oldco and, since the Acquisition, have held substantially similar positions with
PIC/UAM.
<TABLE>
<CAPTION>
Maximum
Number of
Shares
Beneficially
Owned Before
Selling Stockholder Position with Oldco Offering
- - ------------------ ------------------- -----------
<S> <C> <C>
Robert M. Kommerstad President 875,068
George E. Handtmann, III Managing Director 689,640
Jeffrey J. Miller Managing Director 689,640
Larry J. Tashjian Managing Director 689,640
Thomas J. Condon Managing Director 689,640
Lauro F. Guerra Executive Vice President, 37,460
Research
Thomas M. Mitchell Executive Vice President, 37,460
Portfolio Management
F. Brown Windle Executive Vice President, 37,460
Marketing
</TABLE>
The Company has entered into an agreement with the Selling Stockholders
providing for indemnification of such Selling Stockholders by the Company under
certain circumstances.
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<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 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.
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a reasonably itemized statement of all expenses, other
than commissions, in connection with the issuance and distribution of the
Shares:
SEC Registration Fee $23,129.95
Legal Fees and Expenses $ 4,000.00*
Accounting Fees and Expenses $ 6,000.00*
Miscellaneous $ 1,870.05
Total $35,000.00*
----------
----------
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 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,
<PAGE>
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:
(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
II-2
<PAGE>
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
<PAGE>
EXHIBIT INDEX
Certain of the following exhibits (those marked with an asterisk) are filed
herewith. The remainder of the exhibits have heretofore been filed
with the Commission and are incorporated herein by reference. Inapplicable
items have been omitted.
Exhibit Title
4.1 Restated Certificate of Incorporation of the Company.
4.2 By-Laws of the Company, as amended.
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 above).
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Amendment No. 2 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. 2 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 May 31, 1996
Norton H. Reamer Officer, Director
/s/ William H. Park Executive Vice President and May 31, 1996
- - --------------------------- Chief Financial Officer (principal
William H. Park accounting officer)
Director
- - ---------------------------
Harold J. Baxter
- - --------------------------- Director
John K. Dwight
*
- - --------------------------- Director May 31, 1996
Robert J. Greenebaum
*
- - --------------------------- Director May 31, 1996
Charles E. Haldeman, Jr.
*
- - --------------------------- Director May 31, 1996
Jay O. Light
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<PAGE>
Signature Title Date
--------- ----- ----
*
- - --------------------------- Director May 31, 1996
John F. McNamara
*
- - --------------------------- Director May 31, 1996
David I. Russell
*
- - --------------------------- Director May 31, 1996
Philip Scaturro
*
- - --------------------------- Director May 31, 1996
John A. Shane
*
- - --------------------------- Director May 31, 1996
Barbara S. Thomas
- - --------------------------- Director May 31. 1996
C. Giles H. Weaver
- - --------------------------- Director May 31, 1996
John S. Williams
Date: May 31, 1996
*By: /s/ William H. Park
-----------------------------------------------
William H. Park, as Attorney-in-Fact by Power
of Attorney dated December 22, 1994 and on file
with the Securities and Exchange Commission
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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. 2 to Registration
Statement No. 33-57049 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. 2 to the Registration Statement on Form S-3
(No. 33-57049) 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/ Altschulder, Melvoin and Glasser LLP
Altschulder, 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. 2 to the Registration Statement of United Asset Management on Form S-3
(No. 57049) 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
