================================================================================
SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
--------------------
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D) (1) OR 13(E) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNITED ASSET MANAGEMENT CORPORATION
(Name of Subject Company (Issuer))
OLD MUTUAL PLC
OM ACQUISITION CORP.
(Names of Filing Persons (Offerors))
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
909420101
(CUSIP Number of Class of Securities)
MARTIN C. MURRAY
GROUP COMPANY SECRETARY
OLD MUTUAL PLC
3RD FLOOR, LANSDOWNE HOUSE
57 BERKELEY SQUARE
LONDON W1X 5DH
UNITED KINGDOM
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
ELLEN J. ODONER
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
(212) 310-8000
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer:
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
<PAGE>
Following are copies of (i) a Press Release issued by Old Mutual plc and United
Asset Management Corporation on June 19, 2000 and (ii) materials used in
connection with a presentation to investors and analysts on June 19, 2000.
<PAGE>
PRESS RELEASE
-------------
FOR IMMEDIATE RELEASE
OLD MUTUAL PLC HAS REACHED AGREEMENT TO ACQUIRE
UNITED ASSET MANAGEMENT CORPORATION,
ONE OF THE LARGEST INVESTMENT MANAGEMENT
ORGANISATIONS IN THE WORLD, FOR $25 PER SHARE IN CASH
LONDON, ENGLAND AND BOSTON, MASSACHUSETTS--(BUSINESS WIRE)--June 19,
2000--Old Mutual plc (LSE: OML) and United Asset Management Corporation (NYSE:
UAM) today announced an agreement for Old Mutual to acquire United Asset
Management for $25 per share in cash. The transaction values the equity of
United Asset Management at approximately $1.46 billion. United Asset Management
has net debt of $769 million which will be assumed or refinanced in the
transaction.
The agreement has been approved by the boards of directors of both
companies and is expected to be completed by the end of this year.
Old Mutual will effect the transaction through a tender offer, which will
commence within thirty days, for all of the outstanding shares of United Asset
Management common stock. Any shares not purchased in the tender offer will,
following completion of the offer, be exchanged for cash in the amount of $25
per share in a merger by which United Asset Management will become a
wholly-owned subsidiary of Old Mutual. The price to be paid in the offer and the
merger is subject to downward adjustment in certain circumstances, including
should United Asset Management's revenues from assets under management,
excluding the effects of market movements, decline below a specified level prior
to the consummation of the offer.
Since its demutualisation and initial public offering in July 1999, Old
Mutual's strategic focus has been on the expansion of its asset management
businesses in Europe and the United States. In March 2000, Old Mutual completed
the acquisition of Gerrard Group, a specialist banking, financial services and
private-client stockbroking and wealth management business in the United
Kingdom. United Asset Management will bring to Old Mutual a wide range of
investment products and complementary investment styles. Overall, the
acquisition of United Asset Management will increase Old Mutual's assets under
management to approximately $275 billion.
Commenting on the transaction, Mike Levett, Chairman and Chief Executive
Officer of Old Mutual, said: "We believe this transaction has considerable
benefits for both Old Mutual and the United Asset Management group of firms,
their clients and professional staff. We expect there to be significant
opportunities for cross selling and distribution of investment products into Old
Mutual's client base. We believe this transaction will be a major step forward
towards our aim of developing a focused and coordinated global asset management
business. We anticipate that the transaction will be immediately accretive to
Old Mutual's cash EPS."
James F. Orr III, United Asset Management's President and Chief Executive
Officer, said: "The transaction with Old Mutual is a win-win deal for United
Asset Management's shareholders, affiliate firms and clients. We are very
pleased to be able to deliver the value represented by the transaction with Old
Mutual to our many long-term shareholders and to provide our affiliate firms
with the opportunity to be a part of the dynamic Old Mutual group."
<PAGE>
Old Mutual has arranged financing for the transaction through Barclays Bank
plc, Royal Bank of Scotland Group and Citibank/Schroders Salomon Smith Barney.
Upon completion of the acquisition, Old Mutual expects its gearing ratio (total
debt/total debt + shareholders' equity) to be less than 30%.
Under the agreement, Old Mutual will file a tender offer statement and
United Asset Management will file a solicitation/recommendation statement with
the U.S. Securities and Exchange Commission (SEC) and these tender offer
materials will be mailed to the shareholders of United Asset Management.
Consummation of the tender offer will be subject to customary conditions,
including acceptances by holders of a majority of United Asset Management's
outstanding shares and receipt of regulatory and client approvals.
Investors and security holders are strongly advised to read both the tender
offer statement and the solicitation/recommendation statement, when they become
available, because they will contain important information. Investors and
security holders may obtain, for free, copies of these statements, as well as
copies of periodic reports and other information filed with the SEC by United
Asset Management at the SEC's web site at www.sec.gov. The tender offer
statement and related materials may be obtained by directing such requests to
Old Mutual's Investor Relations Department. The solicitation/recommendation
statement and other documents filed by United Asset Management may be obtained
by visiting the United Asset Management web site at www.uam.com.
Credit Suisse First Boston and Chase Securities Inc. acted as financial
advisors, and Weil, Gotshal & Manges LLP acted as legal counsel, to Old Mutual.
Goldman, Sachs & Co. acted as financial advisor, and Wachtell, Lipton, Rosen &
Katz acted as legal counsel, to United Asset Management.
Old Mutual plc is a United Kingdom-based financial services group with a
substantial life assurance business in South Africa and other southern African
countries and an integrated, international portfolio of activities in asset
management, banking and general insurance.
One of the largest independent investment management organisations in the
world, United Asset Management Corporation provides a broad range of investment
management services to institutions, mutual funds and high-net-worth investors.
These services are offered through a diverse group of operating firms that
managed over $188 billion on May 31, 2000 for clients throughout the United
States, Canada and abroad. For the twelve months ended March 31, 2000, United
Asset Management reported revenues of $904 million and EBITDA (earnings before
interest, taxes, depreciation and amortisation) of $306 million.
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements." These statements
include descriptions of United Asset Management's and Old Mutual's expectations
about the acquisition, future earnings and other results of operations,
operational plans, views of future industry or market conditions, and other
statements that include words such as "may," "expects," "believes," and
"intends," and that 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. Neither United
Asset Management's nor Old Mutual's management has any obligation to revise or
update these statements based on future developments. Known and unknown risks,
including those relating to the integration of United Asset Management by Old
Mutual, may cause United Asset Management's and/or Old Mutual's actual results
and performances to be materially different from those expressed or implied by
these statements. Old Mutual is not subject to the periodic reporting
2
<PAGE>
requirements of the SEC. Some of the risks, uncertainties and other factors
relating to United Asset Management are that: most of United Asset Management'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; the investment
management business is highly competitive; the investment management business is
susceptible to internal shifts and frequently requires firms to adapt; and
United Asset Management's affiliated firms depend significantly on key
employees. These and other risk factors are identified and more thoroughly
explained in Exhibit 99.1 to United Asset Management's Annual Report on Form
10-K filed on March 21, 2000 with the SEC.
CONTACTS:
OLD MUTUAL PLC: UNITED ASSET MANAGEMENT CORPORATION:
Eric Anstee, Finance Director Juliana M. Coyle (Investors)
James Poole, Director, Investor Relations Jonathan V. Hubbard (Media)
44 207 569 0100 1 617 330 8900
College Hill - London www.uam.com
Mark Garraway
Gareth David
44 207 457 2020
College Hill - Johannesburg
Tony Friend
27 11 447 3030
www.oldmutual.com
CREDIT SUISSE FIRST BOSTON GOLDMAN, SACHS & CO.
Andrew Gordon Milton Berlinski
Managing Director Managing Director
1 212 325 4114 1 212 902 6896
Herman Hintzen
Managing Director
44 207 888 6566
Gary Howe
Vice President
1 212 325 4125
CHASE SECURITIES INC.
David Adler
Managing Director
1 212 270 3510
David Stawik
Vice President
1 212 270 6383
3
<PAGE>
This announcement has been approved by Credit Suisse First Boston (Europe)
Limited, which is regulated by the Securities and Futures Authority, solely for
the purposes of section 57 Financial Services Act 1986. Credit Suisse First
Boston (Europe) Limited is acting for Old Mutual plc in relation to the
aforementioned transaction, is not acting for any other person and will not be
responsible to any other person for affording the protections provided to
clients of Credit Suisse First Boston (Europe) Limited or for providing advice
in relation to the aforementioned transaction.
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<PAGE>
UNITED ASSET MANAGEMENT CORPORATION
FACT SHEET
o United Asset Management Corporation is listed on the New York Stock
Exchange under the symbol UAM
o Headquartered in Boston, with locations in 34 cities throughout the world
and approximately 2,200 employees
o $188 billion in assets under management
- $122 billion in institutional accounts, primarily in corporate and
government accounts
- $47 billion in mutual funds
- $19 billion in private accounts
o 60 no-load mutual funds
- 46 no-load equity mutual funds
- 4 no-load balanced mutual funds
- 9 no-load fixed income and money market mutual funds
- 1 no-load stable value mutual fund
o Diversified asset base across asset classes and geography
- 63% Equity
- 14% International securities
- 12% U.S. bonds and cash
- 7% Stable value
- 4% Real estate
o Affiliates include (in alphabetical order):
<TABLE>
<S> <C>
Acadian Asset Management, Inc. Jacobs Asset Management
Analytic Investors, Inc. L&B Realty Advisors, Inc.
Barrow, Hanley, Mewhinney & Strauss, Inc. Lincluden Management Limited
C.S. McKee & Company, Inc. Murray Johnstone Limited
Cambiar Investors, Inc. Northern Capital Management, Inc.
Campbell Group, Inc. NWQ Investment Management Company
Chicago Asset Management Company OSV Partners
Clay Finlay Inc. Pacific Financial Research, Inc.
Cooke & Bieler, Inc. Palladyne Asset Management B.V.
Dewey Square Investors Corporation Pell Rudman Trust Co., N.A.
Dwight Asset Management Company Pilgrim Baxter & Associates, Ltd.
Expertise Asset Management Provident Investment Counsel
Fiduciary Management Associates, Inc. Rice, Hall, James & Associates
First Pacific Advisors, Inc. Rogge Global Partners Plc.
GSB Investment Management, Inc. Sirach Capital Management, Inc.
Heitman Financial Spectrum Asset Management, Inc.
Hellman, Jordan Management Company, Inc. Sterling Capital Management Company
Integra Capital Management Corporation Suffolk Capital Management, Inc.
Investment Counselors of Maryland, Inc. Thompson, Siegel & Walmsley, Inc.
Investment Research Company Thomson Horstmann & Bryant, Inc.
J.R. Senecal & Associates Tom Johnson Investment Management, Inc.
</TABLE>
5
<PAGE>
PRESENTATION MATERIALS
----------------------
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OLD MUTUAL
ACQUISITION OF
UNITED ASSET MANAGEMENT
19 JUNE 2000
<PAGE>
[GRAPHIC OMITTED]
SPEAKERS
JOHANNESBURG
------------
MIKE LEVETT
OLD MUTUAL - CHAIRMAN AND C.E.O.
LONDON
------
ERIC ANSTEE
OLD MUTUAL - GROUP FINANCE DIRECTOR
BOSTON
------
JAMES F. ORR III
UNITED ASSET MANAGEMENT - PRESIDENT AND C.E.O.
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<PAGE>
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UAM
BUILDING A WORLD CLASS
MULTINATIONAL ASSET
MANAGEMENT BUSINESS
2
<PAGE>
[GRAPHIC OMITTED]
INTRODUCTION
o OLD MUTUAL TO ACQUIRE 100% OF UAM EQUITY FOR $1.46 BILLION IN CASH
o ACQUISITION CONSISTENT WITH CORE STRATEGIC AND FINANCIAL OBJECTIVES OF OLD
MUTUAL
o INCREASES MULTINATIONAL ASSET MANAGEMENT CAPABILITY OF OLD MUTUAL THROUGH
STRATEGIC ADDITION OF A SUBSTANTIAL U.S. ASSET MANAGEMENT PLATFORM
o DIVERSIFIES EARNINGS STREAM
3
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OLD MUTUAL STRATEGIC OBJECTIVES
o FOCUS ON SHAREHOLDER VALUE
o CONTINUE TO LEVERAGE INSURANCE EXPERTISE
o BUILD A LEADING MULTINATIONAL FUND MANAGEMENT FRANCHISE
o CONTINUE TO EXPLOIT COST AND TECHNOLOGY ADVANTAGES
o DEVELOP INTERNATIONAL BUSINESSES
- 30% OF EARNINGS EX-AFRICA BY 2005
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COMMITMENT TO ASSET MANAGEMENT
OLD MUTUAL IS COMMITTED TO DEVELOPING A GLOBAL ASSET MANAGEMENT CAPABILITY
o ASSET MANAGEMENT IS A CORE REQUIREMENT ACROSS ALL ASSET GATHERING BUSINESS
LINES
o UNDERLYING ECONOMICS AND RETURNS OF ASSET MANAGEMENT BUSINESSES ARE HIGHLY
ATTRACTIVE
o A STRONG U.S. CAPABILITY IS CRUCIAL TO BUILDING A GLOBAL ASSET MANAGEMENT
FRANCHISE
- LARGEST MARKET WITH OVER $6 TRILLION IN ASSETS
- ATTRACTIVE GROWTH RATES
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<PAGE>
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ACQUISITION STRATEGY
LEVERAGE OLD MUTUAL OPTIMIZE US HOME PRESENCE
------------------------------- ----------------------------------
o UK Private Clients (200,000) o Critical Mass
o SA customers (5 million) o Broader Product Range
o Emerging Market Insurance o Cross Sell Among affiliates
Initiative o Restructure Affiliate Economics
o Management Flexibility and
Accountability
/\ | Distribution /\
| | | Value
| | Technology | Creation
Product | | |
| -----> |
| FOCUSED CORE MANAGERS ------
----------> ---------------------
UAM
o 42 Affiliates
o $188 billion AUM
/\ /\
| |
o Framework | | Fund Management
o Synergies | | Expertise
o Expertise | |
| |
| \/
OLD MUTUAL
ASSET MANAGERS
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<PAGE>
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TRANSACTION HIGHLIGHTS
UAM SUBSTANTIALLY BROADENS AND DIVERSIFIES OLD MUTUAL GEOGRAPHIC REACH AND
BUSINESS CAPABILITIES
- IN EXCESS OF 25% OF OPERATING INCOME GENERATED OUTSIDE SOUTH AFRICA
TRIPLES GLOBAL AUM TO APPROXIMATELY $275 BILLION
- RANKS HIGH AMONGST ACTIVE EQUITY MANAGERS IN THE WORLD
- OVER 80% OF AUM HELD OUTSIDE SOUTH AFRICA
ATTRACTIVE FINANCIAL TERMS
- 1.2% OF AUM
- 7.3X LTM EBITDA
- IRR COMFORTABLY MEETS OLD MUTUAL'S HURDLE RATE
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<PAGE>
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TRANSACTION SUMMARY
o TERMS: CASH ACQUISITION AGREEMENT
o PRICE: $25 PER UAM SHARE
$1.46 BILLION EQUITY VALUE
$2.2 BILLION ENTERPRISE VALUE
o TRANSACTION 21.6% PREMIUM TO MARKET
MULTIPLES: 7.3X LTM EBITDA
2.5X LTM REVENUES
1.2% OF AUM
o FINANCIAL ACCRETIVE TO CASH EPS (PRE SYNERGIES)
CONSEQUENCES: PRO FORMA GEARING RATIO <30%
o CLOSING: 4Q 2000
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STRATEGIC FIT
ACQUISITION OF UAM CONSISTENT WITH OLD MUTUAL GOAL OF CREATING A WORLD CLASS
GLOBAL ASSET MANAGER
o ADVANCES INTERNATIONAL GROWTH STRATEGY
o EXPANDS ASSET MANAGEMENT BUSINESS IN MAJOR MONEY CENTERS
o BUILDS MULTI-STYLE CAPABILITY
o GROWS THIRD PARTY FUNDS
o LEVERAGES MULTI-CHANNEL DISTRIBUTION
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DEVELOPING UAM POST-ACQUISITION
OLD MUTUAL ACTS AS CATALYST FOR CHANGE
o DEVELOP A FOCUSED AND COORDINATED US ASSET MANAGEMENT BUSINESS
o LEVERAGE FUNDAMENTAL STRENGTHS OF UAM
- ASSET MANAGEMENT TALENT
- DIVERSITY
- CLIENT BASE
o BUILD ON EXISTING WELL KNOWN BRANDS
o FOCUS ON PRODUCT AND DISTRIBUTION SYNERGIES ACROSS AFFILIATES
o REALIGN ECONOMIC INCENTIVES ACROSS BUSINESS MODEL
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IMPLEMENTATION
o DETAILED PLAN FORMULATED THROUGH DISCUSSIONS HELD OVER PAST NINE MONTHS
o AFFILIATE-SPECIFIC APPROACH
o MEETINGS ALREADY HELD WITH ALL MAJOR AFFILIATES ACCOUNTING FOR OVER 80% OF
TOTAL AUM
o SIGNIFICANT SENIOR MANAGEMENT INVOLVEMENT
- OLD MUTUAL EXECUTIVES EARMARKED
- UAM MANAGEMENT COMMITTED AND INCENTIVISED
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UNITED ASSET MANAGEMENT
HEADQUARTERED IN BOSTON, UAM IS ONE OF THE LARGEST INDEPENDENT INVESTMENT
MANAGEMENT ORGANIZATIONS IN THE WORLD
o UAM OPERATES AS A FINANCIAL HOLDING COMPANY WITH 42 AFFILIATES AND
APPROXIMATELY $188 BILLION OF ASSETS UNDER MANAGEMENT
o GENERATED APPROXIMATELY $300 MILLION IN LTM EBITDA
o WIDE SPECTRUM OF INVESTMENT DISCIPLINES
o RANGE OF INVESTMENT MANAGEMENT SERVICES TO INSTITUTIONS, RETAIL MUTUAL
FUNDS AND HIGH NET WORTH INVESTORS
o CLIENT REACH THROUGHOUT THE US, CANADA AND INTERNATIONAL
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BALANCED MIX OF PRODUCTS AND CLIENTS
ASSET MIX ASSETS BY CLIENT TYPE
(DOLLARS IN BILLIONS) (DOLLARS IN BILLIONS)
--------------------- ---------------------
US Equities = $118 Institutional = $122
International Securities = $26 Mutual Funds = $47
US Bonds and Cash = $23 Individuals = $19
Stable Value = $13
Real Estate = $8
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STRENGTHS AND CHALLENGES
ACQUISITION BUILDS ON UAM STRENGTHS WHILE ADDRESSING A NUMBER OF CHALLENGES
STRENGTHS CHALLENGES
--------- ----------
o ASSET MANAGEMENT AND o DISTRIBUTION
MUTUAL FUND SCALE
o TECHNOLOGY
o OVER 20 FUNDS RATED
FOUR STAR OR BETTER o DEVELOPMENT CAPITAL
o STRONG INSTITUTIONAL o RE-EQUITISATION PROGRAMS
CLIENT BASE
o SPECTRUM OF PRODUCT AND
INVESTMENT DISCIPLINES
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<PAGE>
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STAR BRAND NAMES
PILGRIM BAXTER & ASSOCIATES
$26 billion AUM
Small cap. growth investments,
mutual fund family
PELL RUDMAN
$8 billion AUM
Provides strategic planning, asset
allocation to wealthy individuals and
families
PACIFIC FINANCIAL RESEARCH
INVESTMENT MANAGEMENT
$5 billion AUM
Focus on high quality companies trading at discounts to intrinsic value, based
on exhaustive research and screening
PROVIDENT INVESTMENT COUNSEL
$26 billion AUM
Growth-equity investing
with emphasis on fundamental research
DWIGHT ASSET MANAGEMENT COMPANY $13 billion AUM Management of stable value asset
portfolios
ROGGE GLOBAL PARTNERS
$6 billion AUM
Management of global and
international fixed-income assets
MURRAY JOHNSTONE INTERNATIONAL $7 billion AUM International investments, manages
mutual funds, trusts and wealthy individuals
BARROW, HANLEY, MEWHINNEY & STRAUSS, INC.
$25 billion AUM
Institutional value-oriented
manager
CLAY FINLAY INC.
$7 billion AUM
"Growth at reasonable price"
investment strategy
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OLD MUTUAL PRO FORMA
UAM IS A TRANSORMING ACQUISITION FOR OLD MUTUAL
o ENHANCES OLD MUTUAL'S POSITION AS A LEADING FINANCIAL INSTITUTION WITH
CAPABILITIES ACROSS ASSET MANAGEMENT, LIFE INSURANCE AND BANKING
o ADDITIVE TO OLD MUTUAL'S STRONG CUSTOMER BASE
o DIVERSIFIES EARNINGS PROFILE
- PRO FORMA EX-AFRICA CASH OPERATING EARNINGS REPRESENT 25% OF OVERALL
INSTITUTION
- ASSET MANAGEMENT CASH EARNINGS CONTRIBUTION IN EXCESS OF 25%
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OLD MUTUAL PRO FORMA FOR UAM AND GERRARD
ASSETS UNDER MANAGEMENT
-----------------------
US (63%) = $176 BN
UK (20%) = $56 BN
South Africa (17%) = $46 BN
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<PAGE>
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OLD MUTUAL PRO FORMA FOR UAM AND GERRARD
1999 CASH OPERATING PROFITS 1999 CASH OPERATING PROFITS
BY BUSINESS AREA BY GEOGRAPHY
--------------------------- ---------------------------
Life = 44% Africa = 75%
Asset Management = 28% Rest of World = 25%
Banking = 22%
General Insurance = 6%
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FINANCIAL CONSIDERATIONS
FINANCIAL IMPLICATIONS OF TRANSACTION TO OLD MUTUAL ARE ATTRACTIVE
o IMMEDIATELY ACCRETIVE TO CASH EARNINGS
o COMFORTABLY MEETS STATED HURDLE RATE OF 12%
o ACQUISITION FINANCING FROM EXISTING CASH RESOURCES AND DEBT FACILITIES
o GEARING REMAINS BELOW 30% OF TOTAL CAPITALIZATION
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<PAGE>
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CONCLUSION
ATTRACTIVE STRATEGIC AND FINANCIAL TRANSACTION
o TRANSFORMS OLD MUTUAL'S GLOBAL ASSET MANAGEMENT PLATFORM WITH SUBSTANTIAL
U.S. ACQUISITION
o SIGNIFICANT BROADENING AND DIVERSIFICATION OF OLD MUTUAL'S EARNINGS,
CLIENTS AND AUM BASE
o ATTRACTIVE FINANCIAL TERMS
20
<PAGE>
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APPENDIX
21
<PAGE>
[GRAPHIC OMITTED]
RECENT TRANSACTIONS
<TABLE>
<CAPTION>
TRANSACTION PERCENT EBITDA
DATE TRANSACTION VALUE ($MM) OF AUM MULTIPLE
------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
JUNE 2000 OLD MUTUAL/ $2,225 1.2% 7.3X
UNITED ASSET MANAGEMENT
June 2000 Caisse des Depots et Consignations/ 2,200 1.6 12.1
NVEST
March 2000 Nationwide/ 1,648 2.0 NA
Gartmore Investment Mgmt.
November 1999 Allianz/ 3,300 1.8 15.9
PIMCO Advisors
January 1998 AMVESCAP/ 1,300 2.4 NA
LGT Asset Mgmt.
November 1997 Merrill Lynch/ 5,230 3.0 17.2
Mercury
</TABLE>
22
<PAGE>
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FORWARD-LOOKING STATEMENTS
THIS PRESENTATION CONTAINS "FORWARD-LOOKING STATEMENTS." THESE STATEMENTS
INCLUDE DESCRIPTIONS OF OLD MUTUAL'S AND UNITED ASSET MANAGEMENT'S EXPECTATIONS
ABOUT THE ACQUISITION, FUTURE EARNINGS AND OTHER RESULTS OF OPERATIONS,
OPERATIONAL PLANS, VIEWS OF FUTURE INDUSTRY OR MARKET CONDITIONS, AND OTHER
STATEMENTS THAT INCLUDE WORDS LIKE "MAY," "EXPECTS," "BELIEVES," AND "INTENDS,"
AND THAT 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. NEITHER OLD MUTUAL'S NOR
UNITED ASSET MANAGEMENT'S MANAGEMENT HAS ANY OBLIGATION TO REVISE OR UPDATE
THESE STATEMENTS BASED ON FUTURE DEVELOPMENTS. KNOWN AND UNKNOWN RISKS,
INCLUDING THOSE RELATING TO THE INTEGRATION OF UNITED ASSET MANAGEMENT BY OLD
MUTUAL, MAY CAUSE UNITED ASSET MANAGEMENT'S AND/OR OLD MUTUAL'S ACTUAL RESULTS
AND PERFORMANCES TO BE MATERIALLY DIFFERENT FROM THOSE EXPRESSED OR IMPLIED BY
THESE STATEMENTS. OLD MUTUAL IS NOT SUBJECT TO THE PERIODIC REPORTING
REQUIREMENTS OF THE SEC. SOME OF THE RISKS, UNCERTAINTIES AND OTHER FACTORS
RELATING TO UNITED ASSET MANAGEMENT ARE THAT: MOST OF UNITED ASSET MANAGEMENT'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; THE INVESTMENT
MANAGEMENT BUSINESS IS HIGHLY COMPETITIVE; THE INVESTMENT MANAGEMENT BUSINESS IS
SUSCEPTIBLE TO INTERNAL SHIFTS AND FREQUENTLY REQUIRES FIRMS TO ADAPT; AND
UNITED ASSET MANAGEMENT'S AFFILIATED FIRMS DEPEND SIGNIFICANTLY ON KEY
EMPLOYEES. THESE AND OTHER RISK FACTORS ARE IDENTIFIED AND MORE THOROUGHLY
EXPLAINED IN EXHIBIT 99.1 TO UNITED ASSET MANAGEMENT'S ANNUAL REPORT ON FORM
10-K FILED ON MARCH 21, 2000 WITH THE SEC.
23
