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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE TO
(Rule 14D-100)
Tender Offer Statement
Under Section 14(d)(1) or 13(e)(1) of the
Securities Exchange Act of 1934
and
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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UNITED ASSET MANAGEMENT CORPORATION
(Name of Subject Company (Issuer))
OM ACQUISITION CORP.
a wholly-owned subsidiary of
OLD MUTUAL PLC
(Names of Filing Persons (Offerors))
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COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
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909420101
(CUSIP Number of Class of Securities)
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Martin C. Murray
Group Company Secretary
Old Mutual plc
3rd Floor, Lansdowne House
57 Berkeley Square
London W1X 5DH United Kingdom
Telephone: 011-44-20-7569-0100
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on behalf of Filing Persons)
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Copy to:
Ellen J. Odoner, Esq.
Weil, Gotshal & Manges LLP
767 Fifth Avenue
New York, New York 10153
Telephone: (212) 310-8000
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NY2:\952299\04\K#SR04!.DOC\66110.0003
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CALCULATION OF FILING FEE
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Transaction Value* Amount of Filing Fee**
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$1,854,949,625 $370,990
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* For purposes of calculating the filing fee only. The filing fee calculation
assumes the purchase of 57,177,404 shares of common stock, par value $0.01 per
share, of United Asset Management Corporation ("Shares") outstanding as of June
30, 2000, plus a maximum of 17,020,581 Shares issuable upon the exercise of
outstanding options and warrants, at a price of $25.00 per Share, without
interest. The amount of the filing fee calculated in accordance with Regulation
240.0-11 of the Securities Exchange Act of 1934, as amended, equals 1/50th of
one percent of the value of the transaction.
** As noted below, a filing fee of $293,476 was paid with the initial filing of
this statement. The balance of $77,514 is being paid concurrently with the
filing of this amendment.
[x] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $293,476
Filing Party: OM Acquisition Corp. and Old Mutual plc
Form or Registration No.: Schedule TO (SEC File No. 5-37932)
Date Filed: July 17, 2000
[ ] 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: [ ]
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This Amendment No. 1 amends and supplements the Tender Offer
Statement on Schedule TO filed with the Securities and Exchange Commission on
July 17, 2000 by OM Acquisition Corp., a Delaware corporation (the "Purchaser")
and a wholly-owned subsidiary of Old Mutual plc, a public limited company
incorporated in England and Wales ("Parent"), with respect to the offer by
Purchaser to purchase all of the outstanding shares of common stock, par value
$0.01 per share, of United Asset Management Corporation, a Delaware corporation
(the "Company"), at a price of $25.00 per share, subject to possible downward
adjustment as provided in the Offer to Purchase, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set forth
in the Offer to Purchase, dated July 17, 2000, filed as Exhibit (a)(1)(A) to
this Statement (the "Offer to Purchase"), and in the related Letter of
Transmittal (which, together with any supplements or amendments, collectively
constitute the "Offer").
ITEM 4 -- TERMS OF THE TRANSACTION.
ADDITION TO THE SUMMARY TERM SHEET. The Summary Term Sheet contained
in the Offer to Purchase is hereby amended by adding the following after the
ninth "Q & A":
Q. MAY UAM TERMINATE THE MERGER AGREEMENT TO ENTER INTO AN
ALTERNATIVE TRANSACTION? WILL UAM HAVE TO PAY A TERMINATION FEE?
A. In the Merger Agreement, UAM agreed not to directly or indirectly
solicit or encourage any person to make any alternative proposal to
acquire UAM or its material subsidiaries and UAM agreed not to
(except under certain circumstances) negotiate any alternative
acquisition proposal. However, UAM may terminate the Merger Agreement
and concurrently enter into a definitive agreement providing for an
alternative acquisition transaction if, among other things:
- the alternative transaction resulted from a bona
fide unsolicited written proposal to acquire all or substantially all
of the Shares or assets of UAM which UAM's board of directors
determines in its good faith judgment (after consultation with UAM's
independent financial advisor) is on terms superior in value from a
financial point of view to the holders of Shares than the
transactions contemplated by the Merger Agreement, taking into
account all the terms and conditions of such proposal and the Merger
Agreement (including any revised proposal by Old Mutual), and
reasonably capable of being completed, taking into account all
financial, regulatory, legal and other aspects of the proposal, and
- UAM concurrently pays Old Mutual a termination fee
of $43 million.
The $43 million termination fee may also payable in certain
other circumstances as described in Section 11.
CLARIFICATIONS TO SECTION 14 OF THE OFFER TO PURCHASE ("CERTAIN
CONDITIONS OF THE OFFER"). If Purchaser waives any of the conditions to the
Offer, it will do so on or prior to the Expiration Date. Accordingly, Section 14
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of the Offer to Purchase is hereby amended as follows: the words "before
Purchaser's acceptance for payment of Shares" in clause (C) of the first
paragraph of Section 14 are hereby deleted and replaced by the words "before the
Expiration Date"; and the words "up to and including the Expiration Date" are
hereby inserted immediately after the phrase "at any time and from time to time"
both times such phrase appears in the penultimate paragraph of Section 14.
ITEM 7 -- SOURCE AND AMOUNT OF FUNDS AND OTHER CONSIDERATION.
Section 12 of the Offer to Purchase ("Source and Amount of Funds") is
hereby amended by adding the following at the end thereof:
At present, except for Parent's available cash resources and
contemplated borrowings under the Existing Facility and the New
Facility, no alternative sources of financing are under consideration
by Parent for the funds required to consummate the Offer and the
Merger, pay related fees and expenses and retire outstanding
indebtedness of the Company which may become due as a result of the
Offer and the Merger. Parent currently intends to refinance amounts
borrowed in connection with the Offer and the Merger with retained
earnings, insurance policyholder investments, the proceeds from the
issuance of debt securities and/or the proceeds of dispositions of
certain assets.
ITEM 11 -- ADDITIONAL INFORMATION.
On July 27, 2000, the FTC notified Parent that early termination of
the waiting period under the HSR Act had been granted.
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SIGNATURES
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of August 8, 2000 that the information set forth
in this statement is true, complete and correct.
OLD MUTUAL PLC
By: /s/ MARTIN MURRAY
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Name: Martin Murray
Title: Company Secretary
OM ACQUISITION CORP.
By: /s/ BRIAN BASKIR
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Name: Brian Baskir
Title: Vice President
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