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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
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(State or other jurisdiction of incorporation or organization)
04-2714625
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(I.R.S. Employer Identification No.)
One International Place
Boston, Massachusetts 02110
(617) 330-8900
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(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
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(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:
March 1, 1999
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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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==================================================================================================
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 50,000 $21.6875 $1,084,375.00 $301.46
($0.01 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 February 16, 1999.
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 SEC acting pursuant to said Section 8(a) may
determine.
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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
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UNITED ASSET MANAGEMENT CORPORATION
50,000 Shares of
Common Stock
(Par Value $0.01 Per Share)
This prospectus relates to the offering of up to 50,000 shares of the
common stock of United Asset Management Corporation by a current stockholder of
UAM. See "The Selling Stockholder." The selling stockholder acquired its shares
of common stock in a private transaction in connection with UAM's acquisition of
an interest in Integra Capital Management Corporation. UAM is not offering any
shares under this prospectus and has not engaged an underwriter in connection
with this offering. UAM will not receive any of the proceeds from the sale of
these shares.
The selling stockholder may offer the shares of UAM common stock in public
or private transactions at prevailing market prices or at negotiated prices. See
"Plan of Distribution." UAM common stock is listed on the New York Stock
Exchange under the symbol "UAM." The last price of UAM's common stock as
reported by the New York Stock Exchange on February 16, 1999 was $21.3125 per
share.
The selling stockholder will pay the commission expenses and brokerage fees
for the sale of these shares. UAM will bear the expenses of issuance and
distribution of these shares, other than commissions, estimated at $10,000.00.
INVESTING IN UAM COMMON STOCK INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 4.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY CONTRARY REPRESENTATION IS A CRIMINAL
OFFENSE.
The date of this prospectus is March , 1999
----
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<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C>
ADDITIONAL INFORMATION..............................................3
FORWARD-LOOKING STATEMENTS..........................................4
RISK FACTORS........................................................4
THE COMPANY.........................................................9
THE SELLING STOCKHOLDER.............................................9
PLAN OF DISTRIBUTION...............................................10
LEGAL MATTERS......................................................10
EXPERTS............................................................11
</TABLE>
2
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ADDITIONAL INFORMATION
United Asset Management Corporation ("UAM" or the "Company") is subject to
the informational requirements of the Securities Exchange Act of 1934 (the
"Exchange Act") and, accordingly, files reports and other information with the
Securities and Exchange Commission (the "SEC"). Interested persons can inspect
and copy such reports, as well as proxy and information statements, and other
information filed by the Company with the SEC, at the Public Reference Room
maintained by the SEC at 450 Fifth Street, N.W., Washington, DC 20549. Please
call the SEC at 1-800-SEC-0330 for more information on the operation of the
Public Reference Room.
The SEC 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 SEC. The address of such
site is: http://www.sec.gov.
The Common Stock of the Company is listed on the New York Stock Exchange.
Interested persons can inspect reports, proxy and information statements, and
other information concerning the Company at that exchange.
The SEC allows UAM to "incorporate by reference" the information filed with
the SEC, which means that the Company can disclose important information by
referring to these documents. The Company has filed the following documents with
the SEC (File No. 1-9215) and incorporates by reference these documents into
this prospectus:
o the Company's Annual Report on Form 10-K, as amended, for the year ended
December 31, 1997;
o the Company's Quarterly Reports on Form 10-Q for the quarters ended March
31, June 30 and September 30, 1998; and
o 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.
The Company also incorporates by reference into this prospectus all
documents it files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the filing of this prospectus but before the termination of
this offering.
Upon request by any person (including any beneficial owner of shares) who
receives this prospectus, the Company will provide without charge a copy of any
of the information incorporated by reference into this prospectus (not including
exhibits to such information unless those exhibits are specifically incorporated
by reference into such information). Please direct such requests to United Asset
Management Corporation, One International Place, Boston, Massachusetts 02110,
Attn: Executive Vice President and Chief Financial Officer (telephone
617-330-8900).
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FORWARD-LOOKING STATEMENTS
UAM's management may make "forward-looking" statements in this prospectus
and in other documents filed with the SEC (including those documents
incorporated by reference into this prospectus), in press releases, and in
discussions with analysts, investors and others. These statements include:
o descriptions of UAM's operational plans,
o expectations about future earnings and other results of operations,
o views of future industry or market conditions, and
o other statements that include words like "may," "expects," "believes,"
and "intends," and which describe opinions about future events.
Investors should not rely on these statements as though they were
guarantees. These statements are current only when they are made. UAM's
management has no obligation to revise or update these statements based on
future developments. Known and unknown risks may cause UAM's actual results and
performances to be materially different from those expressed or implied by these
statements. Some of these risks are identified and explained below.
RISK FACTORS
Before purchasing any of these shares, prospective purchasers should
consider the risk factors described below:
MOST OF UAM'S REVENUES ARE BASED ON THE MARKET VALUE OF MANAGED ASSETS AND,
THEREFORE, WILL RISE AND FALL WITH CHANGES IN THE ECONOMY AND FINANCIAL MARKETS
Most of the revenues of UAM's affiliated firms are investment advisory
fees, which are based primarily on the market value of assets under management.
Consequently, UAM's financial results depend directly on changes in the economy
and financial markets. These changes can be extremely volatile and are difficult
to predict.
However, changes in the financial markets may also have an inverse effect
on assets under management. First, when prices in financial markets rise, U.S.
employers may make net withdrawals from their defined benefit plans. The
Employee Retirement Income Security Act of 1974 ("ERISA") and the Internal
Revenue Code of 1986 (the "Tax Code") require employers to fund their plans
sufficiently to generate the benefits they have promised, based on actuarial
calculations. However, the Tax Code also discourages employers from overfunding
these plans by limiting tax deductions for contributions to fully funded plans.
UAM believes that the high investment returns experienced in the 1980s and 1990s
have caused many defined benefit plans to reach or exceed their full funding
limits. Therefore, many employers may have ceased to
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contribute additional cash to these plans, even though these employers may be
withdrawing assets from the plans to pay benefits as they become due.
Second, many investors wish to maintain a particular balance in their
portfolios among various asset classes and investment styles. Over time, if
funds allocated to one asset class outperform the rest of the portfolio, the
portfolio may become overweighted in that asset class. If the investor has not
changed its optimal asset allocation, the investor may rebalance the portfolio
by withdrawing funds from the asset class that outperformed and redistributing
those funds among the other asset classes and styles in the portfolio. In this
way, an advisor that manages in one particular asset class or style may
experience negative client cash flows after relative performance was positive,
and positive client cash flows after relative performance was negative.
THE INVESTMENT MANAGEMENT BUSINESS IS HIGHLY COMPETITIVE
UAM's affiliated firms compete to manage domestic and international
investment portfolios for corporate benefit plans, mutual funds, government and
union benefit plans, individuals, endowments, and foundations. UAM believes that
the most important factors affecting competition in the investment management
industry are:
o the abilities and reputations of investment managers,
o stability of a firm's workforce, especially of portfolio managers,
o an effective marketing force with broad access to channels of
distribution,
o differences in the investment performance of investment management firms,
o adherence to particular investment styles,
o quality of client service,
o the development of new investment strategies,
o resources to invest in information technologies, and
o public recognition of trade names in retail markets
UAM's affiliated firms face many competitors, including public and private
investment advisers, as well as affiliates of securities broker-dealers,
commercial banks, investment banks, and insurance companies. Barriers to entry
are low, and firms in the investment management business are relatively
long-lived.
Institutional clients typically may terminate investment management
contracts without penalty upon 30-days' notice. Mutual funds typically may
terminate investment management contracts without penalty upon 60-days' notice,
and retail clients may redeem investments in mutual funds at any time.
THE INVESTMENT MANAGEMENT BUSINESS IS SUSCEPTIBLE TO INTERNAL SHIFTS AND
FREQUENTLY REQUIRES FIRMS TO ADAPT
Firms typically position themselves to provide investment management
services within certain asset classes (equities, debt, real estate, etc.) and
investment styles (value, growth, sector
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rotation, etc.). Periodic shifts in the investment management industry may favor
firms with strength in particular areas and firms that have the ability to
adjust to these shifts.
For example, the implementation of the European Monetary Union includes the
elimination of the national currencies and the coordination of economic policy
of the 11 member countries. These developments may cause several shifts in the
industry including:
o The preferred basis for equity asset allocation may shift from regional
and country selection to industry selection;
o Investors in member countries may be more willing to invest in equity and
debt securities from other member countries since there will no longer be
exchange rate risk; and
o Investors may no longer require certain hedging techniques that seek to
reduce exchange rate risk.
As another example, the press release attached as Exhibit 99.1 to the
Company's Form 8-K filed on January 22, 1998, describes a shift in the market
for institutionally managed real estate. Many investors now seek management
through investment vehicles like real estate investment trusts that offer
liquidity and public pricing, rather than investment vehicles like group trusts
that offer a more traditional form of long-term management.
UAM'S AFFILIATED FIRMS DEPEND SIGNIFICANTLY ON KEY EMPLOYEES
Individual investment managers at UAM's affiliated firms often have regular
direct contact with clients, which may cause the clients to base their
relationships largely on trust in that individual manager. Some clients could
withdraw assets if an affiliated firm loses a key investment manager. UAM's
success depends on its ability to attract, retain, and motivate sufficient
numbers of qualified managers at its affiliated firms.
In most cases, key managers have signed long-term employment contracts and
have agreed not to provide investment advisory services to any of their firm's
clients for a period after their employment ends. Also, UAM uses a combination
of short-term and long-term financial incentives to help its firms retain these
individuals. UAM depends on the enforceability of these employment and
non-competition agreements. However, these methods do not guarantee that these
individuals will remain with UAM's firms for the specified term of the
agreements or for any further term. The market for investment managers is
extremely competitive. Increasingly, in the industry, investment managers are
moving among different firms and starting new firms.
UAM'S GROWTH STRATEGY DEPENDS, IN PART, ON A SUCCESSFUL ACQUISITION PROGRAM
To date, UAM has acquired substantial ownership interests in over 50
investment management firms. UAM intends to continue this acquisition program in
the future. The success of this program depends on UAM's ability to identify
suitable firms and to negotiate
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agreements on acceptable terms. Success also depends on UAM's ability to finance
acquisitions through additional borrowing, by issuing additional stock in
private or public transactions, or through internally generated cash flow.
The market for acquisition of interests in investment management firms is
highly competitive. There are several other holding companies that invest in
investment management firms. In addition, many domestic and foreign commercial
and investment banks, insurance companies, and investment management firms
maintain active acquisition programs, and many of these companies have longer
operating histories and significantly greater resources than UAM.
Over the past few years, because of competition for acquisitions, prices
for firms have increased, and therefore the expected returns on these
investments have decreased. Further, as the total assets managed by UAM's
affiliated firms rises, this program may require larger or more frequent
acquisitions in order to continue to have a material effect on UAM's financial
results.
UAM'S REPORTED NET EARNINGS MAY BE AFFECTED BY CHANGES IN ITS AMORTIZATION OF
CLIENT CONTRACTS
When UAM acquires an investment advisory firm in a purchase business
combination, UAM's balance sheet gains a new asset - the cost assigned to
investment advisory contracts acquired. UAM amortizes this amount on a
straight-line basis over the estimated weighted average useful life of the
contracts. Determinations of these estimates consider historical patterns of
terminations by clients and the size and age of the contracts. If actual client
terminations occur significantly sooner than originally estimated or in certain
other circumstances, generally accepted accounting principles require that UAM
amortize the remaining asset over the revised estimated (shorter) life. This
acceleration of amortization further lowers UAM's reported net earnings during
the revised estimated life of the contracts.
In addition, UAM regularly analyzes the carrying value of investment
advisory contracts. Many factors can affect the carrying value of these
contracts, including changes in advisory fee rates, strategic planning at the
affiliated firm, realignment of client and consultant relationships, and
performance in managing assets. In its analysis, UAM compares the carrying value
of the contracts against the estimated undiscounted future cash flows associated
with the contracts. If the undiscounted future cash flows are not sufficient to
recover the carrying value of the asset, generally accepted accounting
principles require that UAM adjust the carrying cost of the contracts to their
estimated fair value. Such an adjustment, known as an "impairment" charge, would
lower UAM's reported net earnings. The press release attached as Exhibit 99.1 to
UAM's Form 8-K filed on January 22, 1998, describes a charge in the fourth
quarter of fiscal year 1997 resulting from the impairment of client contracts at
two of UAM's affiliated firms.
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THE IRS IS SEEKING ADJUSTMENTS TO SEVERAL OF UAM'S FEDERAL INCOME TAX RETURNS
The Notes to Consolidated Financial Statements which are included in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997,
describe UAM's method for amortizing investment advisory contracts for tax
purposes in years prior to 1993 and the method permitted by the Revenue
Reconciliation Act of 1993 (the "93 Act") for subsequent years. The Internal
Revenue Service ("IRS") has audited UAM's federal income tax returns for 1984
through 1992 and is challenging UAM's amortization prior to the 93 Act. The
Notes address this audit and the IRS's position in more detail. UAM believes
that it will prevail in the audit. However, if the IRS prevails in all aspects,
UAM would owe approximately $56,000,000, plus interest, in additional tax.
UAM DELEGATES AUTHORITY TO MAKE DECISIONS OVER THE OPERATIONS OF ITS AFFILIATED
FIRMS
As sole or principal stockholder, UAM has the power to elect and remove
directors of its affiliated firms and to veto any major actions that the firm
may take. However, UAM authorizes the principals of the affiliated firms to
manage their own day-to-day operations, including employee matters, investment
management policies and fee structures, product development, marketing, client
relationships, compensation programs, and compliance activities. Indeed, UAM
itself is not registered as an investment adviser either with the SEC or with
any state or foreign regulatory agency and therefore cannot render investment
advisory services except through its affiliated firms which are properly
registered. Accordingly, UAM has only limited ability to alter or coordinate the
investment management practices and policies of its affiliated firms.
THE YEAR 2000 ISSUE AFFECTS UAM'S COMPUTER HARDWARE AND SOFTWARE
Many computer programs use two digits, rather than four, to identify the
year in a date. These programs cannot accurately process dates after December
31, 1999. This failure may cause systems to crash and may cause programs to
generate erroneous results when they process data. This issue affects personal
computers, mainframe computers, networks, and other information technology
systems. This issue also affects any equipment that contains embedded software
(non-IT systems), including telephone lines, elevators, and other
infrastructure. All companies that use or rely on IT systems or non-IT systems
face this issue.
In 1997, UAM started a program to assess its IT systems, to modify, upgrade
or replace all hardware or software that is not Year 2000 compliant, and to
develop a contingency plan in case its IT systems or its business partners' IT
systems are not Year 2000 compliant by January 1, 2000. This program also
addresses UAM's exposure to non-IT systems that may not be Year 2000 compliant.
UAM is assessing its non-IT systems, seeking assurance from the providers of
these systems that they are or soon will be Year 2000 compliant, and developing
a contingency plan in case these non-IT systems are not Year 2000 compliant by
January 1, 2000. UAM hired an outside consultant to assist UAM and its
affiliated firms with the development and implementation of this program. The
"Management's Discussion and Analysis of Financial
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Condition and Results of Operations" section of UAM's Form 10-Q for the quarter
ended September 30, 1998, provides more detailed information on this program.
UAM expects to complete this program by June 30, 1999, and expects that the
cost will not be material. However, UAM cannot guarantee that this program will
achieve full and timely Year 2000 compliance, particularly with respect to its
business partners and non-IT systems that are not owned by UAM or under its
control. A failure by UAM, any of its affiliated firms, any of its business
partners, or any of its providers of non-IT system to achieve full and timely
compliance could have a material adverse effect on UAM's business and financial
results.
ADOPTION OF THE NEW "EURO" CURRENCY AFFECTS UAM'S COMPUTER HARDWARE AND SOFTWARE
On January 1, 1999, 11 countries in the European Monetary Union adopted the
"Euro" as their common currency. Existing national currencies in these countries
will cease to be legal tender on July 1, 2002. Many computer programs do not
recognize the "Euro."
In 1998, UAM, together with its affiliated firms, started a program to
assess its computer hardware and software and to revise or replace any systems
that do not recognize the "Euro." In some cases, UAM's affiliated firms have
coordinated these changes with changes required by their Year 2000 Program. UAM
expects to complete this program in a timely manner and does not expect the
costs will be material. However, UAM cannot guarantee that this program will be
completely successful, and a failure to successfully revise or replace these
systems could have a material adverse effect on UAM's business and financial
results.
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 STOCKHOLDER
The selling stockholder listed below (the "Selling Stockholder") acquired
the shares offered by this prospectus pursuant to agreements dated 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"). Before the Acquisition, the Selling Stockholder was a
stockholder of ICMC. As of the date hereof, the Selling Stockholder is the
beneficial owner of the number and percentage of shares of the Company's Common
Stock, par value
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$0.01, listed below. The Selling Stockholder is offering all of the shares
listed below pursuant to this prospectus.
<TABLE>
<CAPTION>
Number of Shares
Selling Beneficially Owned
Stockholder as of the Date Hereof Percentage
----------- --------------------- ----------
<S> <C> <C>
Dakin Greenoaks Investments Ltd. 50,000 *
* Less than 1%.
</TABLE>
The Company has entered into an agreement with the Selling Stockholder
providing for indemnification of the Selling Stockholder by the Company under
certain circumstances.
PLAN OF DISTRIBUTION
UAM is registering the shares of common stock offered by the Selling
Stockholder pursuant to contractual registration rights contained in the
agreement relating to the Acquisition. The Selling Stockholder (and its
pledgees, donees, transferees or other successors in interest) may sell its
shares on the New York Stock Exchange, in private transactions or in a
combination of such methods of sale. The Selling Stockholder may also sell or
distribute shares through other means if UAM appropriately amends or supplements
this prospectus, if required, to describe the terms of the sale or distribution.
The Selling Stockholder may sell the shares at market prices prevailing at the
time of the sale, at prices related to such market prices, or at negotiated or
fixed prices.
In effecting sales, brokers or dealers engaged by the Selling Stockholder
may arrange for other brokers or dealers to participate. The Selling Stockholder
will pay commissions or discounts to brokers or dealers in amounts to be
negotiated immediately before the sale. In certain cases, the brokers or
dealers, any other participating brokers and dealers, and the Selling
Stockholder may be considered "underwriters" as that term is defined in Section
2(11) of the Securities Act of 1933, as amended (the "Securities Act").
In addition, the Selling Stockholder may sell under Section 4(1) or Rule
144 of the Securities Act any securities covered by this prospectus which
qualify for such a sale, rather than pursuant to this prospectus. The Company
has entered into an indemnification agreement with the Selling Stockholder. See
section entitled "The Selling Stockholder".
LEGAL MATTERS
Hill & Barlow, a Professional Corporation, Boston, Massachusetts, has
passed upon the legality of the shares offered by this prospectus.
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EXPERTS
The Company has incorporated its financial statements into this prospectus
by reference to the Annual Report on Form 10-K of the Company for the year ended
December 31, 1997 in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of that 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:
SEC Registration Fee $ 301.46
Cost of Printing $ 0
Legal Fees and Expenses $ 3,000.00*
Accounting Fees and Expenses $ 5,000.00*
Miscellaneous $ 1,698.54
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Total $ 10,000.00*
=============
* 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 it 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 it 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 Stockholder has agreed to indemnify the directors
and officers of the Company who have signed this Registration Statement under
certain circumstances.
Item 16. Exhibits.
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See Exhibit Index.
Item 17. Undertakings.
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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.
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
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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.
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SIGNATURES
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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
February 18, 1999.
UNITED ASSET MANAGEMENT CORPORATION
-----------------------------------
(Registrant)
By: /s/ William H. Park
--------------------------------
William H. Park,
Executive Vice President and
Chief Financial Officer
II-4
<PAGE> 19
POWER OF ATTORNEY
-----------------
Each person whose signature appears below constitutes and appoints
Norton H. Reamer, Charles E. Haldeman, Jr., 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Norton H. Reamer Chairman of the Board, February 18, 1999
- ------------------------------- Chief Executive Officer
Norton H. Reamer (principal executive officer)
/s/ Charles E. Haldeman, Jr. President, Director February 18, 1999
- -------------------------------
Charles E. Haldeman, Jr.
/s/ William H. Park Executive Vice President and Chief February 18, 1999
- ------------------------------- Financial Officer
William H. Park (principal accounting officer)
/s/ Harold J. Baxter Director February 18, 1999
- -------------------------------
Harold J. Baxter
</TABLE>
II-5
<PAGE> 20
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Francis Finlay Director February 18, 1999
- -------------------------------
Francis Finlay
/s/ Robert J. Greenebaum Director February 18, 1999
- -------------------------------
Robert J. Greenebaum
/s/ Beverly L. Hamilton Director February 18, 1999
- ------------------------------
Beverly L. Hamilton
/s/ George E. Handtmann, III Director February 18, 1999
- -------------------------------
George E. Handtmann, III
/s/ Bryant M. Hanley, Jr. Director February 18, 1999
- -------------------------------
Bryant M. Hanley, Jr.
/s/ Jay O. Light Director February 18, 1999
- -------------------------------
Jay O. Light
/s/ David I. Russell Director February 18, 1999
- -------------------------------
David I. Russell
/s/ Philip Scaturro Director February 18, 1999
- -------------------------------
Philip Scaturro
</TABLE>
II-6
<PAGE> 21
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ John A. Shane Director February 18, 1999
- -------------------------------
John A. Shane
/s/ Barbara S. Thomas Director February 18, 1999
- -------------------------------
Barbara S. Thomas
</TABLE>
II-7
<PAGE> 22
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 SEC
and are incorporated herein by reference. Inapplicable items have been omitted.
<TABLE>
<CAPTION>
Exhibit Title Page
- ------- ----- ----
<S> <C>
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, $0.01 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 PricewaterhouseCoopers LLP.
24.1* Power of Attorney (included above at page II-5).
</TABLE>
II-8
<PAGE> 23
<PAGE> 1
Exhibit 5.1
Hill & Barlow, a Professional Corporation
One International Place
Boston, Massachusetts 02110-2600
(617) 428-3000
February 18, 1999
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 50,000
shares (the "Shares") of the Company's common stock, $0.01 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 Stockholder 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
February 18, 1999
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 Schedules, which appears on
page F-1 of such Annual Report on Form 10-K. We also consent to the references
to us under the headings "Experts" in such Prospectus.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
