UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
and (Amendment No. 2)
UNITED ASSET MANAGEMENT CORPORATION
(Name of Issuer)
Common Stock, no par per share
(Title of Class of Securities)
909420 10 1
(CUSIP Number)
D. Francis Finlay
John P. Clay
c/o Clay Finlay Inc.
200 Park Avenue
New York, New York 10166
(212) 557-7022
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 5, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box. [ ]
<PAGE>
SCHEDULE 13D
CUSIP No. 909420 10 1
1. NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
(a) D. Francis Finlay
(b) John P. Clay
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [x]
(b) [ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
(a) UK
(b) US
NUMBER 7. SOLE VOTING POWER
OF (a) 1,698,605
(b) 1,478,080
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) -0-
(b) -0-
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 1,698,605
(b) 1,478,080
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) -0-
(b) -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 1,698,605
(b) 1,478,080
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 2.79%
(b) 2.43%
14. TYPE OF REPORTING PERSON
(a) IN
(b) IN
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This Amendment No. 2 filed by the Reporting Persons further amends a
report on Schedule 13D originally filed September 12, 1996 which was amended
by Amendment No. 1 to such report filed November 19, 1996.
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
No change.
Item 3. SOURCE AND AMOUNT OF FUNDS.
No change.
Item 4. PURPOSE OF TRANSACTION
No change.
Item 5. INTEREST IN SECURITIES OF THE COMPANY.
(a) Mr. Finlay beneficially owns an aggregate of 1,698,605 shares of
Common Stock, such amount representing approximately 2.79% of the shares of
Common Stock outstanding. Mr. Clay beneficially owns an aggregate of
1,478,080 shares of Common Stock, such amount representing approximately
2.43% of the shares of Common Stock outstanding, of which 28,080 shares are
held by trust of which the wife of Mr. Clay is the grantor. Certain other
individuals also party to the Continuity of Interest Agreements referred to
in Item 7 own an aggregate of 720,011 shares of Common Stock, such amount
representing 1.18% of the shares of Common Stock outstanding.
(b) Each of Messrs. Finlay and Clay holds sole power to vote and
direct the disposition of all shares of Common Stock beneficially owned by
each of them set forth in Item 5(a), respectively.
(c) No transactions in the Common Stock were effected by the Reporting
Persons during the past 60 days other than:
(i) Mr. Finlay sold 75,000 shares of Common Stock on December 26,
1996 to a charitable foundation established by him at a price per share of
$26.750 and 360,365 shares of Common Stock to a commingled investment vehicle
in exchange for units in such vehicle on February 5, 1997 at a price per
share of $27.500. Both transactions were effected privately and not on any
stock exchange.
(ii) Mr. Clay sold a total of 262,700 shares of Common Stock on the
dates and at the prices set forth on Schedule A attached hereto. All such
transactions were effected in a brokers' transaction as defined in Section
4(4) of the Securities Act of 1933.
(d) A trust of which the wife of Mr. Clay is the grantor holds 28,080
shares of Common Stock beneficially owned by Mr. Clay and has the right to
receive dividends on and proceeds from the sale of such shares.
(e) Not applicable.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
No change.
Item 7. EXHIBITS.
No change.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
/s/ D. Francis Finlay
D. Francis Finlay
/s/ John P. Clay
John P. Clay
Date: March 3, 1997<PAGE>
Schedule A
DATE AMOUNT PRICE
1/6/97 62,700 $26.750
1/8/97 14,000 26.750
1/8/97 1,000 27.000
1/9/97 4,000 26.750
1/10/97 1,000 26.750
1/13/97 3,300 26.750
1/13/97 3,000 26.625
1/14/97 23,700 26.625
1/14/97 200 27.250
1/14/97 9,800 27.125
1/14/97 10,000 27.000
1/15/97 30,000 27.000
2/25/97 100,000 28.500
