SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
and (Amendment No. 3)
UNITED ASSET MANAGEMENT CORPORATION
(Name of Issuer)
Common Stock, no par value 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)
September 2, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box.|_|
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SCHEDULE 13D
CUSIP No. 909420 10 1
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. 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) 1,398,605
(b) 792,200
SHARES 8. SHARED VOTING POWER
BENEFICIALLY (a) -0-
(b) -0-
OWNED BY 9. SOLE DISPOSITIVE POWER
EACH (a) 1,398,605
(b) 792,200
REPORTING 10. SHARED DISPOSITIVE POWER
PERSON WITH (a) -0-
(b) -0-
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
(a) 1,398,605
(b) 792,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
(a) 2.14%
(b) 1.21%
14. TYPE OF REPORTING PERSON
(a) IN
(b) IN
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EXPLANATORY NOTE
This Amendment No. 3 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 and Amendment No. 2 to
such report filed March 4, 1997. This Amendment No. 3 is being filed to, among
other things, to reflect the fact that the Reporting Persons' holdings no longer
aggregate more than 5% of the outstanding common stock, no par value (the
"Common Stock"), of United Asset Management Corporation.
Item 1. SECURITY AND ISSUER
No change.
Item 2. IDENTITY AND BACKGROUND
No change.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
No change.
Item 4. PURPOSE OF TRANSACTION
No change.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mr. Finlay beneficially owns an aggregate of 1,398,605 shares of
Common Stock, such amount representing approximately 2.14% of the shares of
Common Stock outstanding. Mr. Clay beneficially owns an aggregate of 792,200
shares of Common Stock, such amount representing approximately 1.21% 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. Clay sold a total of 407,800 shares of Common Stock on
the dates and at the prices set forth on Schedule A attached hereto. All such
sales were effected in brokers' transactions as defined in Section 4(4) of the
Securities Act of 1933.
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(ii) A trust of which the wife of Mr. Clay is the grantor sold
28,080 shares of Common Stock on September 16, 1998 at a price of $22.22 per
share. Such sale was effected in a broker's transaction as defined in Section
4(4) of the Securities Act of 1933.
(d) Not applicable.
(e) The Reporting Persons ceased to be the beneficial owners of more
than 5% of the outstanding Common Stock on March 16, 1998.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
No change.
Item 7. MATERIALS TO BE FILED AS EXHIBITS
No change.
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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: September 28, 1998
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SCHEDULE A
DATE AMOUNT PRICE
9/1/98 15,000 $ 21.4375
9/1/98 24,300 21.5000
9/1/98 5,700 21.5625
9/1/98 16,000 21.6875
9/1/98 30,000 21.6250
9/1/98 1,700 21.7500
9/2/98 10,000 21.4375
9/2/98 10,000 21.3750
9/2/98 15,000 21.5000
9/2/98 40,000 21.5625
9/2/98 5,000 21.7500
9/2/98 5,000 21.8750
9/2/98 10,000 22.0000
9/2/98 5,300 22.0625
9/2/98 100 22.2500
9/8/98 4,700 22.0000
9/10/98 74,500 20.1250
9/10/98 125,500 20.1875
9/16/98 10,000 23.0000
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