<PAGE> 1
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934
FILED BY THE REGISTRANT [X] FILED BY A PARTY OTHER THAN THE REGISTRANT [ ]
- --------------------------------------------------------------------------------
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
UNITED ASSET MANAGEMENT CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other then the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11:
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
- --------------------------------------------------------------------------------
<PAGE> 2
UNITED ASSET MANAGEMENT CORPORATION NORTON H. REAMER
One International Place Chairman of the Board
Boston, Massachusetts 02110 and Chief Executive Officer
March 27, 1998
[UAM LOGO] Dear Stockholder:
I am pleased to invite you to attend United Asset Management
Corporation's 1998 Annual Meeting of Stockholders on Thursday,
May 21, 1998. We will hold the meeting at 9:30 a.m. at The
Boston Harbor Hotel, 70 Rowes Wharf, Boston, Massachusetts.
On the pages following this letter you will find the Notice of
Meeting which lists the matters to be considered at the meeting,
and the Proxy Statement which describes the matters listed in
the Notice of Meeting. We have also enclosed your Proxy Card,
which allows you to vote on these matters, and the Company's
1997 Annual Report.
THE ABILITY TO HAVE YOUR VOTE COUNTED AT THE MEETING IS AN
IMPORTANT STOCKHOLDER'S RIGHT, AND I HOPE YOU WILL CAST YOUR
VOTE IN PERSON OR BY PROXY REGARDLESS OF THE NUMBER OF SHARES
YOU HOLD. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE
SIGN, DATE AND RETURN THE PROXY CARD PROMPTLY TO ENSURE THAT
YOUR SHARES WILL BE VOTED.
You may attend the meeting and vote in person, even if you have
sent in a Proxy Card. If you plan to attend the meeting, please
check the appropriate box on the Proxy Card.
Annual meetings can play an important role in maintaining
communications and understanding between Management, the Board
of Directors and our stockholders. I hope that you will be able
to join us.
Sincerely yours,
/s/ Norton H. Reamer
<PAGE> 3
UNITED ASSET MANAGEMENT CORPORATION
One International Place
Boston, Massachusetts 02110
Notice of Annual Meeting of Stockholders
to be Held May 21, 1998
The Annual Meeting of the Stockholders of United Asset Management
Corporation (the "Company" or "UAM") will be held at The Boston Harbor Hotel, 70
Rowes Wharf, Boston, Massachusetts on Thursday, May 21, 1998 at 9:30 a.m.,
Eastern Daylight Savings Time, for the following purposes:
(1) To fix the number of directors and elect a Board of Directors to
serve until the next Annual Meeting of Stockholders and until their
successors are elected and qualified;
(2) To ratify the selection of Price Waterhouse LLP as independent
accountants of the Company for the fiscal year ending December 31,
1998; and
(3) To transact such other business as may properly come before the
meeting or any adjournment thereof.
By Order of the Board of Directors,
JOSEPH R. RAMRATH
Secretary
March 27, 1998
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, YOU ARE URGED TO (A) REVIEW
CAREFULLY THE ENCLOSED PROXY STATEMENT, (B) COMPLETE, SIGN AND DATE THE ENCLOSED
PROXY CARD, WHICH IS BEING SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS AND (C)
MAIL YOUR PROXY CARD PROMPTLY IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO
POSTAGE IF MAILED IN THE UNITED STATES.
[UAM LOGO]
<PAGE> 4
UNITED ASSET MANAGEMENT CORPORATION
One International Place
Boston, Massachusetts 02110
PROXY STATEMENT
MARCH 27, 1998
The Proxy accompanying this Proxy Statement is solicited by the Board of
Directors of United Asset Management Corporation (the "Company" or "UAM") to be
voted at the Annual Meeting of Stockholders to be held on Thursday, May 21, 1998
and at any adjournment thereof (the "Meeting").
PROCEDURES
The Board of Directors has fixed the close of business on Wednesday, March
25, 1998 as the record date for the determination of stockholders entitled to
notice of, and to vote at, the Meeting. A list of stockholders entitled to vote
will be kept at the principal offices of the Company at One International Place,
Boston, Massachusetts 02110 for a period of 10 days prior to the Meeting.
The By-laws of the Company (the "By-laws") provide that a majority of the
shares of the Company's common stock, $.01 par value ("Common Stock"), issued
and outstanding and entitled to vote, present in person or by Proxy, shall
constitute a quorum at a meeting of stockholders of the Company. Shares of
Common Stock represented by a properly signed and returned Proxy are considered
as present at the Meeting for purposes of determining a quorum. Abstentions are
counted as present for purposes of determining the existence of a quorum.
Brokers holding shares for beneficial owners must vote those shares
according to the specific instructions they receive from the owners. If specific
instructions are not received, however, brokers may vote these shares in their
discretion, depending on the type of proposal involved. However, the New York
Stock Exchange can preclude brokers from exercising their voting discretion on
certain proposals. Without specific instructions from the beneficial owner in
such case, the broker may not vote on that proposal. This results in what is
known as a "broker nonvote" on such a proposal. In the event of a broker nonvote
with respect to any issue coming before the Meeting, the Proxy will nonetheless
be counted as present for purposes of determining the existence of a quorum. The
effect of broker nonvotes on each agenda item is described below.
On all matters, stockholders are entitled to one vote per share of Common
Stock held.
IF A PROPERLY SIGNED PROXY IS RETURNED TO THE COMPANY BY A STOCKHOLDER OF
RECORD AND IS NOT MARKED, THE PROXY HOLDERS WILL VOTE ALL SHARES (1) TO FIX THE
NUMBER OF DIRECTORS AT 14 AND TO ELECT AS DIRECTORS THE PERSONS NAMED BELOW
UNDER "ELECTION OF DIRECTORS", (2) TO RATIFY THE SELECTION OF PRICE WATERHOUSE
LLP AS INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998, AND
(3) AT THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTERS WHICH MAY
PROPERLY COME BEFORE THE MEETING.
The vote required for the election of directors is the affirmative vote of
a plurality of the shares present or represented at the Meeting and entitled to
vote thereon. Unless authority to vote for any director is withheld in the
Proxy, the proxy holders will cast all votes in favor of election of the
nominees listed herein. Abstentions as to the election of directors will be
excluded entirely from the vote and will have no effect. Brokers have
discretionary authority to vote on this proposal. The Board of Directors expects
all nominees named below to be available for election. In case any nominee is
not available, the proxy holders may cast votes for a substitute nominee of the
Board of Directors.
The vote required for the ratification of the selection of Price Waterhouse
LLP as independent accountants of the Company for the fiscal year ending
December 31, 1998 is the affirmative vote of a majority of the shares of Common
Stock present or represented at the Meeting and voting thereon. Abstentions as
to this proposal will be excluded entirely from the vote and will have no
effect. Brokers have discretionary authority to vote on this proposal.
<PAGE> 5
The Board of Directors knows of no business which will be presented for
consideration at the Meeting other than that described above. However, if any
other proper business should come before the Meeting, the proxy holders may vote
shares in their discretion.
Any stockholder giving a Proxy in the accompanying form retains the power
to revoke it, by appropriate written notice to the Secretary of the Company at
the address printed above or by the giving of a later-dated Proxy, at any time
prior to the exercise of the powers conferred thereby. Attendance in person at
the Meeting will not itself be deemed to revoke a Proxy unless the stockholder
gives an affirmative notice at the Meeting that the stockholder intends to
revoke the Proxy and to vote in person.
ITEM 1 -- ELECTION OF DIRECTORS
The persons named as proxy holders in the accompanying Proxy intend (unless
authority to vote therefor is specifically withheld) to vote to fix the number
of directors for the ensuing year at 14, and to vote for the election of the 14
persons named below, being the nominees of the present Board, as directors to
hold office until the next Annual Meeting and until their respective successors
are elected and qualified. If any of the nominees becomes unavailable to serve
as a director, the persons named as proxy holders have discretionary authority
to vote for a substitute. The Board of Directors has no reason to believe that
any of the nominees will be unavailable to serve if elected.
NOMINEES FOR ELECTION AS DIRECTORS
Mr. Norton H. Reamer, age 62, is the founder of UAM and has been its
President, Chief Executive Officer and a director since its inception in 1980.
Effective March 1998, Mr. Reamer was elected UAM's Chairman of the Board and
Chief Executive Officer, and ceased to serve as its President. Mr. Reamer is
also Chairman, President and a director or trustee of UAM Funds, Inc. and UAM
Funds Trust, each of which is an investment company, and a trustee in the Eaton
Vance Group of Funds, which consists of over 69 investment company portfolios.
He is also a trustee of Union College.
Mr. Charles E. Haldeman, Jr., age 49, joined UAM as President and a
director in March 1998. Prior to joining UAM and since 1976, he served as a
Principal and a director of Cooke & Bieler, Inc., one of UAM's subsidiaries.
Mr. John F. McNamara, age 56, joined UAM as Executive Vice President in
1992 and was elected a director in July of that year. In 1994, he was named
Chief Operating Officer.
Mr. Harold J. Baxter, age 51, has served as Chairman and Chief Executive
Officer of Pilgrim Baxter & Associates, Ltd., one of UAM's subsidiaries, for
more than the past five years. He also served as Chairman and Chief Executive
Officer of Newbold's Asset Management, Inc., a UAM subsidiary, from September
1996 until October 1997, when it became a part of Pilgrim Baxter & Associates,
Ltd. Mr. Baxter is the chairman of the board of directors of the PBHG Funds,
Inc., PBHG Insurance Series Fund, Inc. and PBHG Advisor Funds, Inc., all of
which are investment companies. He has been a director of UAM since 1996.
Mr. Francis Finlay, age 55, has served as Co-Chairman and Chief Executive
Officer of Clay Finlay Inc., one of UAM's subsidiaries, and as President, Chief
Executive Officer and a Director of Clay Finlay Ltd. and Clay Finlay (UK) Ltd.,
wholly owned subsidiaries of Clay Finlay Inc., for more than the past five
years. Mr. Finlay is a director of the Scottish Investment Trust, East European
Development Fund, Blakeney Investors and Lebanon Holdings.
Mr. Robert J. Greenebaum, age 80, retired as Treasurer of Inland Steel
Company in 1981. Since then, he has been a business consultant. Mr. Greenebaum
is a director of the Blue Chip Value Fund, which is an investment company. He
has been a director of UAM since 1982.
Mrs. Beverly L. Hamilton, age 51, has for more than the past five years
been President of ARCO Investment Management Company and Vice President and
Investment Officer of Atlantic Richfield Company. From 1987 to 1991, she was
Deputy Comptroller - Asset Management of the City of New York, and prior to
that, held senior investment positions with United Technologies Corp. and Morgan
Stanley & Co.
2
<PAGE> 6
Mrs. Hamilton is also a director of Emerging Markets Growth Fund (American
Funds) and MassMutual Series and Institutional Funds, and a director of CTG
Resources and chairman of the board's pension committee. She has been a director
of UAM since 1997.
Mr. George E. Handtmann, III, age 45, has been an Executive Managing
Director of Provident Investment Counsel, Inc., one of UAM's subsidiaries, since
January 1998. He was a Managing Director of the firm for more than five years
prior to that date.
Mr. Bryant M. Hanley, Jr., age 63, has been the President of Barrow,
Hanley, Mewhinney & Strauss, Inc., one of UAM's subsidiaries, for more than the
past five years. Mr. Hanley previously served on UAM's Board of Directors from
1988 to 1990. He has been a director of UAM since 1997.
Professor Jay O. Light, age 56, has been a professor at the Harvard
Business School for more than five years and previously served as a Senior
Associate Dean. His special areas of concentration are capital markets and
investment management. From 1977 to 1979, Professor Light was the Director of
Investment Policies at the Ford Foundation. Professor Light is also a director
of Harvard Management Company, Inc. and a trustee of the College Retirement
Equity Fund (CREF), the GMO Funds and the Baupost Fund. Professor Light has been
a director of UAM since 1987.
Mr. David I. Russell, age 55, has been an independent financial consultant
since 1989. Prior to 1989, he was a director of Warburg Securities, part of S.G.
Warburg & Co., an international securities brokerage and investment banking
group, and a director of S.G. Warburg & Co., Inc., a U.S. subsidiary of S.G.
Warburg & Co. He has been a director of UAM since 1981.
Mr. Philip Scaturro, age 59, has been an Executive Vice President and a
Managing Director of Allen & Company Incorporated, an investment banking firm,
for more than the past five years. Mr. Scaturro is also a director of Intrenet,
Inc. and a member of the board's compensation committee. He has been a director
of UAM since 1981.
Mr. John A. Shane, age 65, has for more than the past five years been
President of Palmer Service Corporation, a venture capital management company.
Mr. Shane is also a director of Arch Communications Group, Inc., Eastern Bank,
Summa Four, Inc., Overland Data Inc. and Gensym Corporation, and a trustee of
the TNE Funds Group. He has been a director of UAM since 1981.
Mrs. Barbara S. Thomas, age 51, is Executive Chairman of Whitworths Group
Ltd. Prior to December 1994, she was Director, Business and Legal Affairs, for
News International plc. Prior to joining News International, Mrs. Thomas served
as a Managing Director of the investment banking firm Cramer Rosenthal McGlynn,
Inc. from 1990 to 1993. From 1980 to 1983, she served as a Commissioner of the
Securities and Exchange Commission. She has been a director of UAM since 1993.
Each of the nominees except Messrs. Finlay, Haldeman and Handtmann is
presently serving as a director and was elected to that position at the 1997
Annual Meeting. Mr. Haldeman is presently serving as a director, having been
elected by the Board in March 1998 to fill a vacancy created by the temporary
enlargement of the Board from 14 to 15 members. It is the policy of UAM's Board
of Directors to nominate for election to the Board each year several principals
of its subsidiaries and to rotate these seats on the Board among such firms.
With the proposal to restore the size of the Board to 14 members, Messrs.
Baxter, Finlay, Handtmann and Hanley are being nominated for these seats.
FURTHER INFORMATION CONCERNING THE BOARD OF DIRECTORS
The Board of Directors met 13 times during 1997 and acted by unanimous
consent on four occasions. The Board of Directors has appointed an Executive
Committee, an Audit Committee and a Compensation Committee.
The Executive Committee currently consists of Mr. Reamer, Chairman, and
Messrs. Light, Scaturro and Shane. In 1997, the Executive Committee met five
times without taking any formal action.
The Audit Committee, which consists of directors independent of management
of the Company who meet the requirements of Section 303 of The New York Stock
Exchange Listed Company Manual, has the
3
<PAGE> 7
authority to review the Company's annual financial statements and other
financial information to be included in the Company's 10-K and annual report to
stockholders, to review recommendations made by the independent accountants on
accounting methods and internal controls, to review the planned scope of audits,
to review reports from the independent accountants concerning compliance by
management with laws and regulatory requirements, and to recommend the
appointment of independent accountants. The Audit Committee currently consists
of Mr. Shane, Chairman, Mr. Greenebaum, Mrs. Hamilton and Mrs. Thomas. In 1997,
the Audit Committee met eight times.
The Compensation Committee, which consists entirely of "outside" directors
as provided in Internal Revenue Code Section 162(m) and "non-employee" directors
as provided in Rule 16b-3 under the Securities Exchange Act of 1934, has the
authority to review and approve the compensation of directors and officers of
the Company, including the Chief Executive Officer of the Company, and to
administer all stock option and other benefit plans affecting the officers of
the Company. The Compensation Committee currently consists of Mr. Scaturro,
Chairman, Mr. Greenebaum and Mrs. Thomas. In 1997, the Compensation Committee
met five times and acted by unanimous consent 50 times.
DIRECTORS' COMPENSATION
Outside directors (that is, directors other than those employed by UAM or
one of its subsidiaries) receive an annual fee of $28,000, plus $5,000 for each
regular meeting of the Board of Directors attended and an additional fee of
$5,000 for attendance at the Company's Annual Planning Meeting of the Board of
Directors. Each member of the Executive, Audit and Compensation Committees of
the Board receives an additional $8,000 annual fee for each committee on which
such director serves. The Chairman of each of the Audit and Compensation
Committees receives an additional $2,000 annual fee.
Pursuant to the terms of the Company's Amended and Restated 1994 Stock
Option Plan (the "Stock Option Plan"), on the 30th day following the Annual
Meeting of Stockholders of UAM in each of the years during the term of the Stock
Option Plan, each director who is not an officer or employee of the Company or
one of its subsidiaries and who is then serving as a director (an "Eligible
Director") is granted non-incentive stock options to purchase 14,000 shares of
Common Stock. The exercise price per share for these options is the fair market
value of a share of Common Stock on the date of the grant. Options granted to
Eligible Directors are exercisable in full beginning six months after the date
of grant and terminate after five years. Such options generally cease to be
exercisable six months after an Eligible Director ceases to be a director. In
addition, each Eligible Director is entitled under the Stock Option Plan to
elect on a semi-annual basis to receive discounted stock options in lieu of all
or any portion of the annual fee payable to such director with respect to such
six-month period. The exercise price per share for these options is 75% of the
fair market value of a share of Common Stock on the date of the grant. The
number of shares of Common Stock under option will equal the amount of the cash
fee foregone divided by 25% of the market value of a share of Common Stock on
the date of the grant.
CERTAIN TRANSACTIONS WITH MANAGEMENT AND OTHERS
During 1997, Mr. David I. Russell, a director of the Company, served as a
consultant to the Company for an annual fee of $275,000. He will continue to
serve in such capacity during 1998, for an annual fee of $275,000, pursuant to a
consulting agreement.
During 1997, Professor Jay O. Light, a director of the Company, served as a
consultant to the Company on particular matters and received compensation of
approximately $15,000. He may continue to serve as a consultant to the Company
on particular matters during 1998, and would be compensated based on his
standard hourly rate.
In December 1997, UAM Shareholder Service Center, Inc., a subsidiary of the
Company, entered into a nine-year sublease of office space from Pilgrim Baxter &
Associates, Ltd., also a subsidiary of the Company. Mr. Harold J. Baxter, a
director of the Company, is Chairman, Chief Executive Officer and a revenue
sharing principal of Pilgrim Baxter. Rent under the sublease is calculated from
a base annual rate of approximately $780,000, which increases annually by
approximately 2% per year. During 1997, payments to Pilgrim Baxter under this
sublease totaled approximately $32,000.
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<PAGE> 8
The Company believes each of these transactions to be on terms no less
favorable to the Company or its subsidiaries than could be obtained from
unaffiliated third parties.
EXECUTIVE COMPENSATION
EXECUTIVE OFFICERS
The executive officers of the Company are elected by the Board of Directors
and hold office until the first meeting of the Board of Directors following the
Annual Meeting of Stockholders. Norton H. Reamer is the Company's Chairman of
the Board and Chief Executive Officer, Charles E. Haldeman, Jr. is the Company's
President, and John F. McNamara is an Executive Vice President and Chief
Operating Officer. Certain information concerning their respective backgrounds
is presented above under Nominees for Election as Directors. The other executive
officers of the Company are:
Mr. William H. Park, age 50, joined UAM as Vice President in 1982 and was
named Senior Vice President and Treasurer in 1985 and Executive Vice President
and Chief Financial Officer in 1994. Mr. Park is also Vice President of UAM
Funds, Inc. and UAM Funds Trust, each of which is an investment company.
Mr. Franklin H. Kettle, age 40, joined UAM in September 1986 and was named
Vice President in December of that year, Senior Vice President in 1991, Director
of Corporate Development in 1994, and Executive Vice President and Director of
Corporate Development in 1996.
Mr. Charles H. Salisbury, age 57, joined UAM as a Senior Vice President in
1994 and was named Executive Vice President and Director of Marketing and
Service Strategies in January 1997. Mr. Salisbury is also Executive Vice
President and a director or trustee of UAM Funds, Inc. and UAM Funds Trust, each
of which is an investment company. For more than five years prior to joining
UAM, he was a Managing Director of T. Rowe Price Associates.
Mr. George D. McClelland, age 51, joined UAM as a Senior Vice President in
1994. Prior to joining UAM, he worked as a consultant and served briefly as
Chief Administrative Officer of Kendall Square Research Corp. in October 1993.
Prior to that, he held various management positions at subsidiaries and
divisions of Fidelity Investments, including Managing Director of Fidelity
Capital from 1992 to 1993, and Managing Director of Fidelity International, Ltd.
and President of Audit Operations and Analysis from 1990 to 1992.
Mr. Gregory S. Dimit, age 40, joined UAM as a Vice President in 1990 and
was named a Senior Vice President in 1996.
Mr. Joseph R. Ramrath, age 41, joined UAM as a Senior Vice President,
General Counsel and Secretary in 1996. For more than five years prior to joining
UAM, he was a member of the Boston law firm of Hill & Barlow, a Professional
Corporation, and, more recently, a member of that firm's Management Committee.
Mr. Richard S. Robie III, age 37, joined UAM as a Vice President in 1992
and was named a Senior Vice President in January 1997.
Mr. Amit M. Nanavati, age 52, joined UAM as a Vice President in 1996 and
was named Senior Vice President in January 1997. For more than five years prior
to joining UAM, Mr. Nanavati held various financial positions at Digital
Equipment Corporation, most recently as Vice President, Finance, Components &
Peripherals Business Unit.
Mr. Thomas Leavitt, III, age 37, joined UAM as a Senior Vice President in
June 1997. For more than five years prior to joining UAM, Mr. Leavitt held
various positions at Alliance Capital Management Corporation, most recently as
Senior Vice President.
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<PAGE> 9
SUMMARY COMPENSATION TABLE
The Summary Compensation Table below shows all compensation paid for
services rendered during the past three years to the Chief Executive Officer of
the Company and each of the Company's four other most highly compensated
executive officers (the "Named Executive Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
-----------------
ANNUAL COMPENSATION NUMBER OF
-------------------- SHARES UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS GRANTED COMPENSATION(1)
- --------------------------- ---- ------- -------- ----------------- ---------------
<S> <C> <C> <C> <C> <C>
Norton H. Reamer.............. 1997 $850,000 $772,000 126,000 $58,844
Chairman of the Board, 1996 800,000 814,000 75,000 58,844
Chief Executive Officer 1995 800,000 638,000 68,000 58,844
and Director
John F. McNamara.............. 1997 750,000 617,600 101,000 54,188
Executive Vice President, 1996 700,000 651,200 63,200 54,458
Chief Operating Officer 1995 700,000 510,400 100,000 54,458
and Director
William H. Park............... 1997 550,000 463,200 70,000 52,773
Executive Vice President 1996 500,000 447,700 48,000 52,953
and Chief Financial Officer 1995 480,000 319,000 36,000 53,451
Charles H. Salisbury.......... 1997 520,000 463,200 53,000 61,890
Executive Vice President 1996 446,000 447,700 38,800 61,170
and Director of Marketing and 1995 367,500 319,000 33,600 60,455
Service Strategies
Franklin H. Kettle............ 1997 450,000 482,000 62,000 51,281
Executive Vice President 1996 400,000 406,800 51,200 51,371
and Director of Corporate 1995 370,000 582,000 36,800 51,371
Development
</TABLE>
- ---------------
(1) Includes Company-paid life insurance premiums, Company contributions to the
individual's profit-sharing retirement plan account and Company
contributions to the individual's Deferred Compensation Plan account,
respectively, in the following amounts for the year ended December 31, 1997:
Mr. Reamer, $8,844, $24,000 and $26,000; Mr. McNamara, $4,188, $24,000 and
$26,000; Mr. Park, $2,773, $24,000 and $26,000; Mr. Salisbury, $11,890,
$24,000 and $26,000; and Mr. Kettle, $1,281, $24,000 and $26,000.
STOCK OPTIONS
The Company has one stock option plan in effect, the Stock Option Plan,
pursuant to which 11,900,000 shares of Common Stock have been reserved for
issuance to directors, executive officers, key employees and other persons who
provide significant services to UAM and its affiliated firms. As of March 13,
1998, an aggregate of 3,792,658 shares of Common Stock remained available for
issuance under the Stock Option Plan. The tables below show information relating
to grants of options to, and the exercises of options under the Stock Option
Plan and former stock option plans of the Company by the Named Executive
Officers during the year ended December 31, 1997, as well as information
relating to the unexercised options held by the Named Executive Officers as of
December 31, 1997.
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<PAGE> 10
OPTION GRANTS IN 1997(1)
<TABLE>
<CAPTION>
PERCENT OF
NUMBER OF TOTAL
SHARES OPTIONS EXERCISE GRANT
UNDERLYING GRANTED TO OR BASE DATE
OPTIONS EMPLOYEES PRICE EXPIRATION PRESENT
NAME GRANTED IN 1997 PER SHARE DATE VALUE(2)
- ---- ---------- ---------- --------- ---------- --------
<S> <C> <C> <C> <C> <C>
Norton H. Reamer................... 126,000 6.49% $27.375 1/20/2002 $822,300
John F. McNamara................... 101,000 5.20 27.375 1/20/2002 659,200
William H. Park.................... 70,000 3.60 27.375 1/20/2002 456,900
Charles H. Salisbury............... 53,000 2.73 27.375 1/20/2002 345,900
Franklin H. Kettle................. 62,000 3.19 27.375 1/20/2002 404,600
</TABLE>
- ---------------
(1) The per-share option exercise price in the table is the fair market value of
the Common Stock on the date of the grant. All options become exercisable in
cumulative 25% installments on each of the first four anniversaries of the
grant date. The Company's Stock Option Plan is administered by the
Compensation Committee of the Board of Directors, which has authority to
determine the key employees and executive officers of the Company and its
affiliated firms to whom, and the terms and conditions on which, options
will be granted under the Stock Option Plan.
(2) The Company uses the Black-Scholes model, which is used to price
exchange-traded options, to calculate the present value of a stock option as
of the date of the grant. This model relies on the following assumptions,
which may prove to be inaccurate in the future: stock price volatility of
.2210; dividend yield of 2.70%; risk-free rate of return of 6.29%; and
exercise date of January 20, 2002. The model also assumes a liquid market
for options, although the options awarded under the Company's plans
generally may not be transferred. Further, exchange-traded options may be
exercised immediately; however, the Company's options are subject to certain
vesting rules. For these reasons, the Company believes that the model may
overstate the value of the options it awards. Their actual value, if any,
will depend on the market price of the Company's Common Stock on the date of
exercise.
AGGREGATED OPTION EXERCISES IN 1997 AND
OPTION VALUES AT DECEMBER 31, 1997
<TABLE>
<CAPTION>
NUMBER OF
SHARES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
DECEMBER 31, 1997 DECEMBER 31, 1997(1)
SHARES ----------------- --------------------
ACQUIRED VALUE EXERCISABLE/ EXERCISABLE/
NAME ON EXERCISE REALIZED UNEXERCISABLE UNEXERCISABLE
- ---- ----------- -------- ------------- -------------
<S> <C> <C> <C> <C>
Norton H. Reamer................. 42,000 $ 514,500 151,950/230,850 $1,026,290/$598,109
John F. McNamara................. 165,332 1,128,990 468/223,400 2,662/ 693,025
William H. Park.................. 25,000 295,625 83,650/131,750 565,478/ 352,109
Charles H. Salisbury............. -- -- 38,100/118,900 272,994/ 437,406
Franklin H. Kettle............... 26,400 300,300 50,850/125,350 271,078/ 363,459
</TABLE>
- ---------------
(1) An "In-the-Money" option is an option for which the option price of the
underlying stock is less than the December 31, 1997 market price of $24.4375
per share; the value shown reflects stock price appreciation since the date
of the granting of the option.
7
<PAGE> 11
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors has primary
responsibility for establishing the compensation of executive officers,
including administering the Company's Stock Option Plan. The principles laid out
below in determining annual compensation opportunities and payments for Named
Executive Officers also generally apply to other executive officers.
In allocating compensation opportunities between salary, bonuses and stock
options, the Committee has sought to provide appropriate balance between base
pay in the form of salary and performance-related compensation. The Committee
has also sought to align compensation opportunities with the interests of the
stockholders. Presently, this allocation results in over 60% of senior
management's compensation being tied to (1) Company performance, as measured by
Operating Cash Flow (defined as net income or loss plus amortization,
depreciation and the reduction in value of intangible assets, net of taxes) per
share, in determining bonus awards, if any, and (2) the Company's stock price,
as measured by the gains, if any, in stock option awards. For Mr. Kettle,
Company performance is also measured by UAM's share of revenues from
acquisitions in determining bonus awards. This allocation is accomplished
typically by having the combination of annual bonus opportunities and stock
option values account for approximately twice the individual salary amounts.
Thus, target annual bonuses for 1997 were set at levels equal to the Named
Executive Officers' salary, and stock options were granted having an aggregate
value, using the Black-Scholes model, that approximated 1997 target bonus
awards.
The Committee also maintains UAM Common Stock ownership guidelines for Mr.
Reamer and the other Named Executive Officers. These guidelines require Mr.
Reamer to maintain an ownership position of shares having a value of no less
than five times his annual salary; Messrs. McNamara, Park, and Kettle to own
shares having a value of no less than three times their respective annual
salaries by the year 2001; and Mr. Salisbury to own shares having a value of no
less than three times his annual salary by the year 2002.
In determining annual compensation opportunity levels for its Named
Executive Officers, including Mr. Reamer, the Committee has taken into
consideration Company performance as measured by Operating Cash Flow per share,
revenues, earnings, and assets under management. It also looks at the amounts of
annual compensation being paid to the key executives of competitors in the
industry. The Committee believes that the Company's most direct competitors for
executive talent are not necessarily all of the companies that would be included
in a peer group established to compare stockholder returns and, therefore, the
compensation peer group is not the same as the peer group used for the
performance graph appearing on page 10. Based on publicly available information,
the Committee believes the 1997 annual compensation opportunities for Mr. Reamer
and the other Named Executive Officers was slightly higher than the median of
the range of annual compensation opportunities offered by the Company's
competitors in the industry.
In addition to the factors listed above, in determining salary increases
for each of the Named Executive Officers, including Mr. Reamer, the Committee
subjectively considered: his performance; his responsibility for, and the
increase in his responsibilities during the year as a result of, the Company's
continued growth and other factors; the importance of him to the future growth
and profitability of the Company; and the success of the management team in
achieving the Company's short-term and long-term goals.
The Committee and the Board of Directors consider Operating Cash Flow per
share to be the most important basis for measuring the value of the Company to
its stockholders. Accordingly, bonus payments for 1997 to its executive officers
with broad executive and operating responsibilities were based primarily on the
sum of the Company's Operating Cash Flow per share as reported each quarter. The
formula used by the Committee in calculating each quarterly cash flow bonus for
the Named Executive Officers in 1997 provides, in effect, that generally no
bonuses would have been paid unless return on equity (calculated using quarterly
Operating Cash Flow per share) exceeded approximately 14% ($0.25 quarterly
Operating Cash Flow per share threshold under the formula divided by average
quarterly stockholders' equity per share for 1997 of $1.85). The cash flow
bonuses earned for 1997 and reported in the table on page 6 total $2,606,000 and
reflect a return on equity, based on Operating Cash Flow per share, of
approximately 39%. Bonuses for executive officers with primary responsibility
for acquisitions were based on the annualized amount of base revenue sharing
that will accrue to the Company for acquisitions completed during the year. For
the bonus earned by
8
<PAGE> 12
Mr. Kettle for 1997, 75% was based on the Operating Cash Flow per share formula
and 25% was based on the acquisition formula.
As noted above, for 1997, the Committee granted stock options to each of
the Named Executive Officers, including Mr. Reamer, in an amount equal to such
officer's target bonus divided by the value per share based on the Black-Scholes
model. The Committee based option grants to each of the other executive officers
of the Company for 1997 on the respective base salaries and target bonuses of
each of such officers. In granting stock options to its executive officers, the
Committee does not take into consideration the size of previous options granted
to each executive. Ultimately, stock options have value only if the value of the
underlying shares increases, because the exercise price for the options is set
at the market value of the shares on the date of grant.
For 1998, the Committee has reviewed the compensation program for executive
officers and has made adjustments intended to make bonuses and stock option
grants more responsive to Company performance. First, in determining bonuses,
the Committee has decided to raise the quarterly Operating Cash Flow per share
threshold to $0.50, while recalibrating the calculation for each executive
officer to produce similar bonuses as under the 1997 formula if annual Operating
Cash Flow per share is unchanged from 1997. In addition, the Committee will
consider the Company's relative earnings per share and stock price performance
compared to that of competitors in the industry, including those comprising the
peer group used for the performance graph appearing on page 10, in determining
whether to modify the amount of bonus payable to each executive officer under
the strictly formulaic approach. With respect to executive officers other than
the Chief Executive Officer and the President, the Committee will also consider
the performance of the executive officers in their respective functional areas.
Under this new approach, the amount of bonus awarded to an executive officer
could be as much as 40% greater or lesser than the amount determined under the
strictly formulaic approach based on the 1997 formula. The Committee will
consider the same factors in determining whether to modify the amount of stock
option grants to executive officers, and a similar range of discretion could be
used by the Committee in determining the amount of these stock option grants.
The Revenue Reconciliation Act of 1993 includes a provision that
establishes a limit for the deduction of compensation paid by public companies
to certain executive officers. However, it also provides that amounts paid
pursuant to a performance-based compensation arrangement meeting certain
conditions are deductible even if they result in total compensation over the
limit. The Committee believes that the annual bonus payments described above and
the gains from stock options when they are exercised meet the performance-based
exemption, and therefore will be deductible to the Company for federal income
tax purposes.
Compensation Committee
Philip Scaturro, Chairman
Robert J. Greenebaum
Barbara S. Thomas
9
<PAGE> 13
COMPANY STOCK PERFORMANCE
The following performance graph compares, over a five-year period beginning
December 31, 1992 (the "Commencement Date"), the total return on the Company's
Common Stock with the cumulative total return of companies in the Standard &
Poor's 500 Stock Index and with the cumulative total return of companies in an
asset management industry composite index that the Company has constructed (the
"Indexes"). This graph assumes a common starting point of $100 invested on
December 31, 1992. Total return for the Company's Common Stock is determined on
a yearly basis by adding (a) the cumulative amount of dividends from the
Commencement Date to the end of the year in question (assuming dividend
reinvestment) and (b) the difference between the share price at the Commencement
Date and at the end of such year, the sum of which is then divided by the share
price at the Commencement Date. Total return for the Indexes is determined on a
yearly basis assuming dividend reinvestment.
CUMULATIVE TOTAL RETURN FOR THE FIVE-YEAR PERIOD ENDING DECEMBER 31, 1997
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
MEASUREMENT PERIOD
(FISCAL YEAR COVERED) UAM S&P 500 PEER GROUP
<S> <C> <C> <C>
1992 100.00 100.00 100.00
1993 137.45 110.06 135.46
1994 128.35 111.52 114.01
1995 137.50 153.39 162.29
1996 196.47 188.59 217.37
1997 185.25 251.49 358.79
</TABLE>
* Includes Alliance Capital Management L.P., Atalanta Sosnoff Capital Corp.,
Bull & Bear Group, Inc., Colonial Group, Inc. (included through 1994 only, as
this company was acquired by Liberty Financial Companies, Inc. in 1995),
Dreyfus Corp. (included through 1993 only, as this company was acquired by
Mellon Bank Corp. in 1994), Duff & Phelps Corp. (included through 1994 only,
as this company merged with a unit of Phoenix Home Life Mutual Insurance
Company in 1995), Eaton Vance Corp., Franklin Resources, Inc., New England
Investment Companies, Inc., Oppenheimer Capital, L.P., PIMCO Advisors, L.P.,
The Pioneer Group, Inc., and T. Rowe Price Associates.
10
<PAGE> 14
SECURITY OWNERSHIP
On March 13, 1998, there were 69,211,279 shares of Common Stock issued and
outstanding. The following table sets forth certain information, as of March 13,
1998, with respect to the ownership of UAM's Common Stock (i) by each of UAM's
directors and nominees for director, (ii) by the Named Executive Officers and
(iii) by all of UAM's executive officers and directors as a group. Unless
otherwise noted, the persons or entities named in the table have sole voting and
investment power with respect to all shares of Common Stock beneficially owned
by them, subject to community property laws where applicable. Under the heading
"Number of Shares Issuable" are listed (and under the heading "Total" are
included) shares issuable within 60 days of the date of this Proxy Statement
upon the exercise of warrants or stock options owned by the party indicated. The
percentage owned is calculated with respect to each party by treating its
issuable shares as outstanding, in accordance with rules of the Securities and
Exchange Commission.
SECURITY OWNERSHIP OF MANAGEMENT
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
NAME ISSUED SHARES SHARES ISSUABLE TOTAL PERCENT
- ---- ------------- --------------- ----- -------
<S> <C> <C> <C> <C>
Harold J. Baxter(1)......................... -- 802,495 802,495 1.1%
J. Duncan Campbell, Jr.(1)(2)(3)............ 510,333 102,823 613,156 *
John P. Clay(1)(3).......................... 1,378,080 -- 1,378,080 2.0
Francis Finlay(1)........................... 1,598,605 -- 1,598,605 2.3
Robert J. Greenebaum(4)..................... 40,538 52,462 93,000 *
Charles E. Haldeman, Jr.(1)................. 60,282 -- 60,282 *
Beverly L. Hamilton......................... -- 15,991 15,991 *
George E. Handtmann, III(1)................. 263,860 201,741 465,601 *
Bryant M. Hanley, Jr.(1).................... 888,945 19,170 908,115 1.3
Jay O. Light................................ 12,612 63,222 75,834 *
John F. McNamara............................ 67,332 91,518 158,850 *
Norton H. Reamer(5)......................... 2,167,800 178,400 2,346,200 3.4
David I. Russell(6)......................... 23,000 50,000 73,000 *
Philip Scaturro(7).......................... 72,000 39,381 111,381 *
John A. Shane(8)............................ 33,400 50,000 83,400 *
Larry D. Tashjian(1)(3)..................... 292,485 201,741 494,226 *
Barbara S. Thomas........................... 2,000 59,222 61,222 *
William H. Park(5).......................... 162,273 99,500 261,773 *
Franklin H. Kettle(5)....................... 62,736 94,900 157,636 *
Charles H. Salisbury(5)..................... 15,304 89,450 104,754 *
All UAM Executive Officers and Directors as
a Group (24 Persons)...................... 5,827,735 2,147,525 7,975,260 11.2
</TABLE>
- ---------------
* Indicates less than 1%
(1) The named security holder is a former owner of a UAM subsidiary, and as such
received (directly or indirectly) a portion of the purchase price paid in
connection with such transaction in UAM Common Stock or warrants to purchase
shares of UAM Common Stock. The security holder had no connection with UAM
prior to such acquisition.
(2) Includes 7,556 shares held in various charitable organizations of which Mr.
Campbell is a director. Mr. Campbell has shared voting and investment power
with respect to such shares.
(3) The named security holder is a current director of UAM who is not standing
for reelection.
(4) Includes 14,400 shares owned by Mr. Greenebaum's wife, as to which Mr.
Greenebaum disclaims beneficial ownership.
(5) Does not include amounts allocated to the named security holder's account in
the UAM Deferred Compensation Plan as notional shares. Mr. Reamer and Mr.
Park each hold 5,398 of such notional
11
<PAGE> 15
shares, Mr. Salisbury holds 2,606 of such notional shares, and Mr. Kettle
holds 878 of such notional shares.
(6) Includes 5,000 shares held in trust as to which Mr. Russell has shared
voting and investment power.
(7) Does not include 1,937,772 shares of Common Stock owned by entities
affiliated with Allen & Company Incorporated, of which Mr. Scaturro is an
Executive Vice President and a Managing Director. Also does not include
2,000 shares of Common Stock owned by the Philip Scaturro Foundation, of
which Mr. Scaturro is President, Treasurer and Trustee. Mr. Scaturro
disclaims beneficial ownership of all such shares.
(8) Includes 2,264 shares of Common Stock owned by Palmer Service Corporation,
of which Mr. Shane is President.
The following table sets forth certain information, as of December 31,
1997, with respect to the beneficial ownership of UAM's Common Stock by each
person or entity known by UAM to own beneficially more than 5% of its Common
Stock based upon information reported on Schedules 13G as filed with the
Securities and Exchange Commission.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AS OF DECEMBER 31, 1997
<TABLE>
<CAPTION>
NUMBER OF SHARES OF
NAME AND ADDRESS UAM COMMON STOCK PERCENT
- ---------------- ------------------- -------
<S> <C> <C>
Tiger Management LLC(1)......................... 9,130,262 13.2%
101 Park Avenue
New York, NY 10178
Franklin Resources, Inc.(2)..................... 7,117,300 10.3
777 Mariners Island Boulevard
San Mateo, CA 94404
FMR Corp.(3).................................... 3,698,900 5.3
82 Devonshire Street
Boston, MA 02109
</TABLE>
- ---------------
(1) The named security holder reported having shared voting power and shared
dispositive power with respect to all such shares as of December 31, 1997.
(2) The named security holder reported that its subsidiary, Franklin Mutual
Advisers, Inc., has sole voting power and sole dispositive power with
respect to all such shares as of December 31, 1997.
(3) The named security holder reported having sole voting power with respect to
9,800 of such shares and sole dispositive power with respect to all such
shares as of December 31, 1997.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
During 1997, the following individuals (none of whom was or had been an
officer or employee of the Company or any of its subsidiaries) served on the
Company's Compensation Committee: Mr. Scaturro, Mr. Greenebaum and Mrs. Thomas.
During 1997, there were no interlocks with other entities within the meaning of
rules of the Securities and Exchange Commission.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Based solely upon a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its fiscal year ended December 31, 1997, Forms 5
and amendments thereto furnished to the Company with respect to its fiscal year
ended December 31, 1997 and certain written representations to the Company, the
Company is required to identify each person who, in 1997, was subject to Section
16 of the Securities Exchange Act of 1934 (the "Exchange Act") and who failed to
file on a timely basis reports required by Section 16(a) of the Exchange Act
during the most recent fiscal year or prior fiscal years. Harold J. Baxter
12
<PAGE> 16
failed to file on a timely basis one report on a Form 4 with respect to one
transaction, and J. Duncan Campbell, Jr. failed to file on a timely basis one
report on a Form 4 with respect to one transaction, and one report on a Form 5
with respect to one transaction. These transactions were subsequently reported.
Bryant M. Hanley, Jr. failed to report certain holdings on the Form 3 which he
filed following his election as a Director. These holdings were subsequently
reported.
ITEM 2 -- SELECTION OF INDEPENDENT ACCOUNTANTS
Upon the recommendation of its Audit Committee, the Board of Directors has
selected the firm of Price Waterhouse LLP ("Price Waterhouse") as independent
accountants of the Company for the year ending December 31, 1998, subject to
ratification by vote of the holders of a majority of the shares of Common Stock
voting thereon at the Annual Meeting. A representative of Price Waterhouse,
which served as independent accountants for 1997, is expected to be present at
the Meeting, with the opportunity to make a statement if he or she desires to do
so, and to be available to respond to appropriate questions.
The Board recommends that stockholders vote for ratification of the
selection of Price Waterhouse as independent accountants for the 1998 fiscal
year as proposed in Item 2.
STOCKHOLDER PROPOSALS FOR 1999 ANNUAL MEETING
Any proposals which a stockholder intends to present for action at the 1999
Annual Meeting of Stockholders must be received by the Company at its offices at
One International Place, Boston, Massachusetts 02110 no later than November 27,
1998 in order to be eligible for inclusion in the Proxy Statement and Proxy Card
relating to that meeting, in accordance with rules of the Securities and
Exchange Commission.
OTHER MATTERS
The cost of preparing, assembling and mailing the proxy material will be
borne by the Company. In addition to the use of the mails, certain officers and
regular employees of the Company, without additional compensation, may use their
personal efforts, by telephone or otherwise, to obtain Proxies. The Company will
also request brokerage houses, custodians, nominees and fiduciaries to forward
copies of the proxy material to those persons for whom they hold shares and to
request instructions for voting the Proxies. The Company will reimburse such
brokerage houses and other persons for their reasonable expenses in connection
therewith.
13
<PAGE> 17
SKU #489-PS-98
<PAGE> 18
UNA97 4 DETACH HERE
PROXY
UNITED ASSET MANAGEMENT CORPORATION
MEETING OF STOCKHOLDERS - MAY 21, 1998
THIS PROXY IS BEING SOLICITED ON BEHALF OF THE
BOARD OF DIRECTORS OF UNITED ASSET MANAGEMENT CORPORATION
The undersigned stockholder in United Asset Management Corporation (the
"Company") hereby appoints Norton H. Reamer, Charles E. Haldeman, Jr. and
William H. Park, and each of them, attorneys, agents and proxies, with power of
substitution to each, to vote all shares of Common Stock that the undersigned is
entitled to vote at the Annual Meeting of Stockholders of the Company to be held
at The Boston Harbor Hotel, 70 Rowes Wharf, Boston, Massachusetts on May 21,
1998 at 9:30 a.m., Eastern Daylight Savings Time, and any adjournments thereof.
Also to vote and act upon any other business which may properly come before
the meeting or any adjournment thereof.
The shares represented by this proxy will be voted as directed by the
undersigned.
IF NO CONTRARY INSTRUCTIONS ARE INDICATED, THIS PROXY WILL BE VOTED FOR THE
NOMINEES FOR DIRECTORS LISTED ON THE REVERSE SIDE AND IN FAVOR OF PROPOSAL 2.
- ----------- -----------
SEE REVERSE (PLEASE SIGN AND DATE ON REVERSE SIDE) SEE REVERSE
SIDE SIDE
- ----------- -----------
<PAGE> 19
<TABLE>
UNA97 5 DETACH HERE
<S> <C>
PLEASE MARK
[X] VOTES AS IN
THIS EXAMPLE
FOR AGAINST ABSTAIN
1. To fix the number of persons constituting the full Board of 2. To ratify the selection of Price
Directors at fourteen and to elect the following nominees as Waterhouse LLP as independent [ ] [ ] [ ]
Directors: accountants of the Company for
the fiscal year ending
Harold J. Baxter, Francis Finlay, Robert J. Greenebaum, December 31, 1998.
Charles E. Haldeman, Jr., Beverly L. Hamilton,
George E. Handtmann, III, Bryant M. Hanley, Jr., Jay O. Light,
John F. McNamara, Norton H. Reamer, David I. Russell,
Philip Scaturro, John A. Shane and Barbara S. Thomas.
FOR WITHHELD
ALL [ ] FROM ALL [ ]
NOMINEES NOMINEES
[ ] _______________________________________
For all nominees except as noted above
MARK HERE IF YOU PLAN TO ATTEND THE MEETING [ ]
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
PLEASE SIGN EXACTLY AS YOUR NAME IS PRINTED HEREON, WHEN
SIGNING AS ATTORNEY-IN-FACT, EXECUTOR, ADMINISTRATOR, TRUSTEE
OR GUARDIAN, PLEASE GIVE TITLE.
Signature: ____________________________ Date: ___________ Signature: ________________________________ Date: _______________________
</TABLE>
