<PAGE>
REGISTRATION NO. 33-64449
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 4 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:
Joseph R. Ramrath, 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: March 26, 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
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------
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
<S> <C> <C> <C> <C>
Common Stock 166,376 $37.938 $6,311,972.69 $2,176.54
($.01 par value)
_____________________________________________________________________
</TABLE>
* 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.
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
166,376 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 166,376 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
$16.222 to $16.499 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 March 20, 1996 was $44.625 per
share.
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 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 &
<PAGE>
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 March , 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, 1994; (ii) the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1995,
June 30, 1995 and September 30, 1995; (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; and (v) 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 166,376 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 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
equal to the number of shares issuable upon exercise of such Warrant. The
number of shares
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<PAGE>
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 Address Before Offering Offered After Offering Offering
- -------------------------------- --------------- -------- -------------- ----------
<S> <C> <C> <C>
Phillip E. Arnold 95,326 4,760 90,566 *
c/o Fiduciary Management
Associates, Inc.
55 West Monroe Street, Suite 2550
Chicago, IL 60603
J. Michael Flinn 106,464 50,557 55,907 *
c/o Sirach Capital Management, Inc.
600 University Street
3323 One Union Square
Seattle, WA 9810
George B. Kauffman 72,028 15,000 57,028 *
c/o Sirach Capital Management, Inc.
600 University Street
3323 One Union Square
Seattle, WA 98101
William B. Sanders 70,573 50,557 20,016 *
c/o Sirach Capital Management, Inc.
600 University Street
3323 One Union Square
Seattle, WA 98101
Boyd E. Sharp, Jr. 40,462 30,502 9,960 *
c/o Sirach Capital Management, Inc.
600 University Street
3323 One Union Square
Seattle, WA 98101
Boyd E. Sharp, Jr. Charitable 15,000 15,000 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
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<PAGE>
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. This Registration Statement covers up to a
maximum of 166,376 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 1,116,194 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,
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<PAGE>
Massachusetts 02110. John C. Vincent, Jr., a member of that firm, is the
Secretary of the Company.
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,
1994 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:
<TABLE>
<S> <C>
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*
----------
----------
</TABLE>
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
<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
II-2
<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.
II-3
<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.
<TABLE>
<CAPTION>
Exhibit Title Page
<C> <S> <C>
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).
</TABLE>
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. 4 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 March 25, 1996.
UNITED ASSET MANAGEMENT
CORPORATION
(Registrant)
By: /s/ William H. Park
-------------------------------
William H. Park, Executive
Vice President and Chief
Financial Officer
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 4 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 March 25, 1996
/s/ William H. Park Executive Vice President March 25, 1996
- -------------------------- and Chief Financial Officer
William H. Park (principal accounting
officer)
Director
- --------------------------
Richard A. Englander
* Director March 25, 1996
- --------------------------
Robert J. Greenebaum
* Director March 25, 1996
- --------------------------
Charles E. Haldeman, Jr.
II-6
<PAGE>
* Director March 25, 1996
- --------------------------
Robert M. Kommerstad
Director
- --------------------------
M. Thomas Lardner
* Director March 25, 1996
- --------------------------
Jay O. Light
* Director March 25, 1996
- --------------------------
John F. McNamara
Director
- --------------------------
David I. Russell
* Director March 25, 1996
- ---------------------------
Philip Scaturro
* Director March 25, 1996
- ---------------------------
John A. Shane
II-7
<PAGE>
Director
- --------------------------
Barbara S. Thomas
Date: March 25, 1996
*By: /s/ William H. Park
----------------------------------
William H. Park, Attorney-in-fact
II-8
<PAGE>
[PRICE WATERHOUSE LLP LETTERHEAD]
EXHIBIT 24.2
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 15, 1995, which appears on page 50 of the 1994
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,
1994. 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.
PRICE WATERHOUSE LLP
March 25, 1996
<PAGE>
[AM&G LETTERHEAD]
EXHIBIT 24.3
CONSENT OF INDEPENDENT ACCOUNTANTS
WE HEREBY CONSENT TO THE INCORPORATION BY REFERENCE IN THE PROSPECTUS
CONSTITUTING PART OF AMENDMENT NO. 4 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 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.
ALTSCHULER, MELVOIN AND GLASSER LLP
CHICAGO, ILLINOIS
MARCH 25, 1996
<PAGE>
[MK&M LETTERHEAD]
EXHIBIT 24.4
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.
Maginnis, Knechtel & McIntyre
Pasadena, California
March 22, 1996
<PAGE>
[HORSFALL MURPHY & PINDROH LETTERHEAD]
EXHIBIT 24.5
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. 4 to the registration
statement of United Asset Management on Form S-3 (no. 33-64449) and to
the reference to our firm under the heading "Experts" in the prospectus.
HORSFALL, MURPHY & PINDROH
Pasadena, California
March 22, 1996
