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REGISTRATION NO. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
UNITED ASSET MANAGEMENT CORPORATION
-----------------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation or organization)
04-2714625
----------
(I.R.S. Employer Identification No.)
One International Place
Boston, Massachusetts 02110
(617) 330-8900
--------------
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Joseph R. Ramrath
Senior Vice President and General Counsel
United Asset Management Corporation
One International Place
Boston, Massachusetts 02110
(617) 330-8900
--------------
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Terrence W. Mahoney, 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: April 29,1998
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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]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================================
Proposed Proposed
Title of maximum maximum
shares aggregate aggregate Amount of
to be Amount to be price per offering registration
registered registered unit * price * fee
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock 239,320 $25.25 $6,042,830.00 $1,782.63
($.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 April 20, 1998.
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
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shall become effective on such date as the Commission acting pursuant to said
Section 8(a) may determine.
If, as a result of stock splits, stock dividends or similar
transactions, the number of securities purported to be registered on this
registration statement changes, the provisions of Rule 416 shall apply to this
registration statement and this registration statement shall be deemed to cover
the additional securities resulting from the split of, or the dividend on, the
securities covered by this registration statement.
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PROSPECTUS
UNITED ASSET MANAGEMENT CORPORATION
239,320 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 four 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 April 20,
1998 was $25.25 per share.
The Selling Stockholders have advised the Company (1) that they propose
that the Shares to be offered hereby be offered for sale and sold or
distributed, from time to time, by the Selling Stockholders, or by pledgees,
donees, transferees or other successors in interest, on one or more exchanges or
in the over-the-counter market, or otherwise at prices and at terms then
prevailing or at prices related to the then current market price, or in
negotiated transactions; (2) that such sales or distributions may be made by one
or more of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer as principal and resale by such broker or dealer for its
own account pursuant to this Prospectus; (c) an exchange distribution in
accordance with the rules of such exchange; (d) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; (e) in negotiated
transactions; or (f) through other means; and (3) that no sales or distributions
other than as described in (2)(a) through 2(e) above will be effected until
after this Prospectus shall have been appropriately amended or supplemented, if
required, to set forth the terms thereof. In effecting sales, brokers or dealers
engaged by the Selling Stockholders may arrange for other brokers or dealers to
participate. Brokers or dealers will receive commissions or discounts from
Selling Stockholders in amounts to be negotiated immediately prior to the sale.
In certain cases, such brokers or dealers, any other participating brokers and
dealers, and the Selling Stockholders may be deemed to be "underwriters" as that
term is defined in Section 2(11) of the Securities Act of 1933, as amended. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this
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Prospectus. The Company has entered into an indemnification agreement with the
Selling Stockholders. See section entitled "The Selling Stockholders".
Normal commission expenses and brokerage fees are payable individually by
the Selling Stockholders. Expenses of issuance and distribution, other than
commissions, estimated at $10,000.00 will be borne by the Company.
The date of this Prospectus is April 22, 1998
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports and other information with the Securities and Exchange
Commission (the "Commission"). Such reports, as well as proxy and information
statements, and other information filed by the Company with the Commission can
be inspected and copied at the public reference facilities maintained by the
Commission in Washington, DC, at 450 Fifth Street, N.W., Room 1024, Washington,
DC 20549, and at certain of its Regional Offices, as follows:
New York Regional Office Chicago Regional Office
7 World Trade Center 500 West Madison Street,
Suite 1300 Suite 1400
New York, New York 10048 Chicago, Illinois 60661
Copies of such material can be obtained at prescribed rates from the Public
Reference Section of the Commission, Washington, DC 20549. The Commission also
maintains a Web site on the Internet that contains reports, proxy and
information statements and other information regarding registrants such as the
Company that file electronically with the Commission. The address of such site
is: http://www.sec.gov.
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, 1997; (ii) the
Company's Current Report on Form 8-K, filed on January 22, 1998, (iii) the
Company's Current Report on Form 8-K, filed on February 2, 1998; and (iv) 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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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).
RISK FACTORS
A discussion of certain risk factors that should be considered by
prospective purchasers of the Common Stock offered hereby may be found in
Exhibit 99.1 to the Company's Annual Report on Form 10-K for the year ended
December 31, 1997, which Exhibit is specifically incorporated herein by
reference.
THE COMPANY
The Company is a holding company organized in December, 1980 to acquire and
own firms that provide investment advisory services primarily for institutional
clients. The Company's wholly owned subsidiaries operate in one business
segment, that is, as investment advisers, managing both domestic and
international investment portfolios for corporate benefit plans, mutual funds,
government and union benefit plans, individuals, endowments, and foundations.
The Company's principal executive offices are located at One International
Place, Boston, Massachusetts 02110, and its telephone number is (617) 330-8900.
THE SELLING STOCKHOLDERS
The shares being offered hereby were acquired by the Selling Stockholders
listed below pursuant to agreements dated as of January 6, 1998 entered into by
the Company in connection with the Company's acquisition (the "Acquisition") of
approximately 49% of the issued and outstanding voting shares of capital stock
of Integra Capital Management Corporation, an Ontario corporation, ("ICMC"), and
approximately 49% of the issued and outstanding voting shares of capital stock
of Integra Capital Financial Corporation, an Ontario corporation ("ICFC"). Prior
to the Acquisition, the Selling Stockholders were stockholders of ICMC and ICFC.
As of the date hereof, the Selling Stockholders are the beneficial owners of the
number and percentage of shares of the Company's Common Stock, par value $.01,
listed below, all of which are being offered hereby.
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<TABLE>
<CAPTION>
Number of Shares
Selling Beneficially Owned
Stockholder as of the Date Hereof Percentage
----------- --------------------- ----------
<S> <C> <C>
Graham Rennie 98,658 *
Bruce MacDonald 4,429 *
Homeyard Inc. 19,114 *
Dakin Greenoaks Investments Ltd. 117,119 *
</TABLE>
* Less than 1%.
The Company has entered into an agreement with the Selling Stockholders
providing for indemnification of the Selling Stockholders by the Company under
certain circumstances.
LEGAL MATTERS
The legality of the Shares offered by this Prospectus has been passed upon
by Hill & Barlow, a Professional Corporation, One International Place, Boston,
Massachusetts 02110.
EXPERTS
The financial statements incorporated in this Prospectus by reference to
the Annual Report on Form 10-K of the Company for the year ended December 31,
1997, 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.
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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>
<CAPTION>
<S> <C>
SEC Registration Fee $ 1,831.16
Cost of Printing $ 0
Legal Fees and Expenses $ 3,000.00*
Accounting Fees and Expenses $ 5,000.00*
Miscellaneous $ 168.84*
----------
Total $10,000.00*
==========
</TABLE>
* Estimated
All of these expenses will be borne by the Company.
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.
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The Company maintains insurance under which the insurers will reimburse the
Company for amounts which it has paid to its directors, officers and certain
other employees by way of indemnification for claims against such persons in
their official capacities. The insurance also covers such persons as to amounts
paid by them as a result of claims against them in their official capacities
which are not reimbursed by the Company. The insurance is subject to certain
limitations and exclusions. One of the Company's directors serves as such under
the terms of an agreement with a corporation of which he is an officer. In so
serving, he is covered by the officers and directors' liability insurance policy
maintained by such corporation.
In addition, the Selling Stockholders have agreed to indemnify the
directors and officers of the Company who have signed this Registration
Statement under certain circumstances.
ITEM 16. EXHIBITS.
See Exhibit Index.
ITEM 17. UNDERTAKINGS.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
B. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
II-2
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C. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, The Commonwealth of Massachusetts, on April
22, 1998.
UNITED ASSET MANAGEMENT
-----------------------
CORPORATION
-----------
(Registrant)
By: /s/ William H. Park
-------------------------------
William H. Park,
Executive Vice President and
Chief Financial Officer
II-4
<PAGE> 13
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Norton
H. Reamer, William H. Park, and Joseph R. Ramrath, and each of them singly, his
or her lawful attorneys with full power to them, and each of them singly, to
sign for him or her in his or her name in the capacity indicated below this
registration statement on Form S-3 (and any and all amendments hereto), hereby
ratifying and confirming his or her signature as it may be signed by his or her
said attorneys to this registration statement (and any and all amendments
hereto).
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
/s/ Norton H. Reamer Chairman of the Board, April 22, 1998
- --------------------------- Chief Executive Officer
Norton H. Reamer
/s/ Charles E. Haldeman, Jr Director April 22, 1998
- ---------------------------
Charles E. Haldeman, Jr.
/s/ John F. McNamara
- ---------------------------
John F. McNamara Director April 22, 1998
/s/ William H. Park Executive Vice President and April 22, 1998
- --------------------------- Chief Financial Officer
William H. Park (principal accounting officer)
II-5
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Director
- ----------------------------
Harold J. Baxter
/s/ J. Duncan Campbell, Jr. Director April 16, 1998
- ----------------------------
J. Duncan Campbell, Jr.
Director
- ----------------------------
John P. Clay
/s/ Robert J. Greenebaum Director April 22, 1998
- ----------------------------
Robert J. Greenebaum
/s/ Beverly L. Hamilton Director April 16, 1998
- ----------------------------
Beverly L. Hamilton
/s/ Bryant M. Hanley, Jr. Director April 22, 1998
- ----------------------------
Bryant M. Hanley, Jr.
/s/ Jay O. Light Director April 22, 1998
- ----------------------------
Jay O. Light
/s/ David I. Russell Director April 22, 1998
- ----------------------------
David I. Russell
II-6
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/s/ Philip Scaturro Director April 22, 1998
- ----------------------------
Philip Scaturro
/s/ John A. Shane Director April 22, 1998
- ----------------------------
John A. Shane
/s/ Larry D. Tashjian Director April 16, 1998
- ----------------------------
Larry D. Tashjian
Director
- ----------------------------
Barbara S. Thomas
II-7
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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 PAGE
4.1 Restated Certificate of Incorporation of the Company,
(incorporated by reference to Exhibit 3.1 to the Company's
Annual Report on Form 10-K, File No. 001-09215, filed March
24, 1995).
4.2 Amended and Restated By-Laws of the Company, (incorporated
by reference to Exhibit 3(ii) to the Company's Current
Report on Form 8-K, File No. 001-09215, filed February 2,
1998).
4.3 Specimen Certificate of Common Stock, $.01 par value, of the
Company (incorporated by reference to Exhibit 4.1 to the
Company's Registration Statement on Form S-1, File No.
33-6874, filed August 22, 1986.
5.1* Opinion of Hill & Barlow, a Professional Corporation.
23.1* Consent of Hill & Barlow, a Professional Corporation
(included in Exhibit 5.1).
23.2* Consent of Price Waterhouse.
24.1* Power of Attorney (included above at page II-5).
II-8
<PAGE> 1
Exhibit 5.1
Hill & Barlow
One International Place
Boston, Massachusetts 02110-2607
(617) 428-3000
April 21, 1998
PERSONAL AND CONFIDENTIAL
- -------------------------
United Asset Management Corporation
One International Place
Boston, Massachusetts 02110
Ladies and Gentlemen:
We have acted as counsel for United Asset Management Corporation, a
Delaware corporation (the "Company"), with respect to the issuance of 239,320
shares (the "Shares") of the Company's common stock, $.01 par value per share,
in connection with the acquisition of Integra Capital Management Corporation and
Integra Capital Financial Corporation.
We have assisted you in the preparation of a Registration Statement on Form
S-3 (the "Registration Statement") with respect to the offering of the Shares by
the Selling Stockholders named therein.
We have made such examination of law and have examined originals or copies,
certified or otherwise identified to our satisfaction, of such corporate records
and such other documents as we have considered relevant and necessary for the
opinions hereinafter set forth.
Based on the foregoing, we express the following opinions:
1. The issuance of the Shares has been duly authorized by all necessary
corporate action of the Company.
2. The Shares are validly issued, fully paid and non-assessable.
<PAGE> 2
United Asset Management Corporation
April 21, 1998
Page 2
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement.
Very truly yours,
HILL & BARLOW,
a Professional Corporation
/s/ Terrence W. Mahoney
------------------------
Terrence W. Mahoney,
a Member of the Firm
<PAGE> 1
EXHIBIT 23.2
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 3, 1998, which appears on page 59 of the 1997 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, 1997. We also consent to the incorporation by
reference of our report on the Financial Statement Schedule, 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
Boston, Massachusetts
April 21, 1998
