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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
-------------------
UNITED ASSET MANAGEMENT CORPORATION
(NAME OF SUBJECT COMPANY (ISSUER))
OM ACQUISITION CORP. (OFFEROR)
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)
----------------------
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
TELEPHONE: 011-44-171-569-0100
(NAME, ADDRESS AND TELEPHONE NUMBERS OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSONS)
-------------------
COPY TO:
ELLEN J. ODONER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
TELEPHONE: (212) 310-8000
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CALCULATION OF FILING FEE
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Transaction Valuation* Amount of Filing Fee
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$1,467,376,175 $293,476
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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"), plus a
maximum of 1,517,643 net Shares issuable upon the exercise of outstanding
options, 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.
[ ] 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: None Filing Party: Not Applicable
Form or Registration No.: Not Applicable Date Filed: Not Applicable
[ ] 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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SCHEDULE TO
This Tender Offer Statement on Schedule TO ("Schedule TO") relates to the
offer 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"), to purchase all of the outstanding
shares of common stock, par value $0.01 per share (the "Shares"), of United
Asset Management Corporation, a Delaware corporation (the "Company"), pursuant
to Purchaser's offer to purchase all outstanding Shares at a price of $25.00 per
Share, subject to 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 (the "Offer
to Purchase"), and in the related Letter of Transmittal (which, together with
any supplements or amendments, collectively constitute the "Offer"), copies of
which are attached as Exhibits (a)(1)(A) and (a)(1)(B) hereto, respectively. The
item numbers and responses thereto below are in accordance with the requirements
of Schedule TO.
ITEM 1. SUMMARY TERM SHEET
The information set forth in the Offer to Purchase under "Summary Term
Sheet" is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION
(a) The name of the subject company is United Asset
Management Corporation. The Company is a Delaware
corporation. The address of the Company's principal
executive offices is One International Place, Boston,
Massachusetts 02110. The Company's telephone number
is (617) 330-8900.
(b) The class of securities to which this Schedule TO
relates is the common stock, par value $0.01 per
share, of the Company. The information set forth in
the Offer to Purchase under "Introduction" is
incorporated herein by reference.
(c) The information set forth in the Offer to Purchase
under Section 6 ("Price Range of the Shares;
Dividends") is incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
(a),(b),(c) This Schedule TO is being filed by Purchaser and
Parent. The information set forth in the Offer to
Purchase under "Introduction," Section 9 ("Certain
Information Concerning Purchaser and Parent") and in
Schedule I of the Offer to Purchase is incorporated
herein by reference.
ITEM 4. TERMS OF THE TRANSACTION
(a)(1)(i-viii, xii)
(a)(2)(i-iv, vii) The information set forth in the Offer to Purchase
under "Introduction", Section 1 ("Terms of the Offer;
Expiration Date"), Section 2 ("Acceptance for Payment
and Payment"), Section 3 ("Procedures for Accepting
the Offer and Tendering Shares"), Section 4
("Withdrawal Rights"), Section 5 ("Certain U.S.
Federal Income Tax Consequences"), Section 11
("Purpose of the Offer
<PAGE>
and the Merger; Plans for the Company; the Merger
Agreement and other Agreements; Other Matters"),
Section 14 ("Certain Conditions of the Offer") and
Section 15 ("Certain Legal Matters; Required
Regulatory Approvals") is incorporated herein by
reference.
(a)(1)(ix) Not applicable.
(a)(1)(x) Not applicable.
(a)(1)(xi) Not applicable.
(a)(2)(v) Not applicable.
(a)(2)(vi) Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
(a) No transactions, other than those described in
paragraph (b), have occurred during the past two
years between the filing person and the Company or
any of its affiliates that are not natural persons.
(b) The information set forth in the Offer to Purchase
under "Introduction," Section 9 ("Certain Information
Concerning Purchaser and Parent"), Section 10
("Background of the Offer; Contacts with the
Company") and Section 11 ("Purpose of the Offer and
the Merger; Plans for the Company; the Merger
Agreement and Other Agreements; Other Matters") is
incorporated herein by reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
(a) The information set forth in the Offer to Purchase
under "Introduction," Section 10 ("Background of the
Offer; Contacts with the Company") and Section 11
("Purpose of the Offer and the Merger; Plans for the
Company; the Merger Agreement and Other Agreements;
Other Matters") is incorporated herein by reference.
(c)(1-7) The information set forth in the Offer to Purchase
under "Introduction," Section 7 ("Effect of the Offer
on the Market for the Shares; Stock Exchange
Listings; Exchange Act Registration; Margin
Regulations"), Section 10 ("Background of the Offer;
Contacts with the Company"), Section 11 ("Purpose of
the Offer and the Merger; Plans for the Company; the
Merger Agreement and Other Agreements; Other
Matters") and Section 13 ("Dividends and
Distributions") is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
(a),(b),(d) The information set forth in the Offer to Purchase
under Section 12 ("Source and Amount of Funds") is
incorporated herein by reference.
2
<PAGE>
ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
(a),(b) The information set forth in the Offer to Purchase
under "Introduction" and Section 9 ("Certain
Information Concerning Purchaser and Parent") is
incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
(a) The information set forth in the Offer to Purchase
under "Introduction" and Section 16 ("Certain Fees
and Expenses") is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS
(a),(b) Because the consideration offered consists solely of
cash, the offer is not subject to any financing
condition and the Offer is for all outstanding
Shares, Purchaser believes the financial condition of
Parent and Purchaser is not material to a decision by
a holder of Shares whether to sell, tender or hold
Shares pursuant to the Offer.
ITEM 11. ADDITIONAL INFORMATION
(a) The information set forth in the Offer to Purchase
under "Introduction," Section 1 ("Terms of the Offer;
Expiration Date"), Section 7 ("Effect of the Offer on
the Market for the Shares; Stock Exchange Listings;
Exchange Act Registration; Margin Regulations"),
Section 11 ("Purpose of the Offer and the Merger;
Plans for the Company; the Merger Agreement and Other
Agreements; Other Matters") and Section 15 ("Certain
Legal Matters; Required Regulatory Approvals") is
incorporated herein by reference.
(b) The information set forth in the Offer to Purchase
and the related Letter of Transmittal, copies of
which are filed as Exhibits (a)(1)(A) and (a)(1)(B)
hereto, respectively, is incorporated herein by
reference.
ITEM 12. EXHIBITS
(a)(1)(A) Offer to Purchase, dated July 17, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Form of letter to clients for use by Brokers,
Dealers, Commercial Banks, Trust Companies and
Nominees.
(a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks,
Trust Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
3
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(a)(1)(G) Summary Advertisement, dated July 17, 2000,
appearing in The Wall Street Journal.
(b) Commitment Letter, dated June 18, 2000, from
Barclays Bank plc, Citibank N.A. and National
Westminster Bank plc.
(d)(1) Agreement and Plan of Merger, dated as of June 16,
2000, by and among Parent, Purchaser and the Company.
(Incorporated by reference to Exhibit 10.1 to the
Company's Form 8-K, dated June 19, 2000).
(d)(2) Confidentiality Agreements, dated March 14, 2000 and
August 10, 1999, by and between Parent and the
Company.
(g) Not applicable.
(h) Not applicable.
4
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SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned hereby certify as of July 17, 2000 that the information set forth
in this statement is true, complete and correct.
OLD MUTUAL PLC
By: /s/ MARTIN MURRAY
----------------------------------
Name: MARTIN MURRAY
Title: Company Secretary
OM ACQUISITION CORP.
By: /s/ BRIAN BASKIR
----------------------------------
Name: BRIAN BASKIR
Title: Vice President
5
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<S> <C>
(a)(1)(A) Offer to Purchase, dated July 17, 2000.
(a)(1)(B) Letter of Transmittal.
(a)(1)(C) Notice of Guaranteed Delivery.
(a)(1)(D) Form of letter to clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.
(a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.
(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
(a)(1)(G) Summary Advertisement, dated July 17, 2000, appearing in the
Wall Street Journal.
(b) Commitment Letter, dated June 18, 2000, from Barclays Bank
plc, Citibank N.A. and National Westminster Bank plc.
(d)(1) Agreement and Plan of Merger, dated as of June 16, 2000, by
and among Parent, Purchaser and the Company. (Incorporated
by reference to Exhibit 10.1 of the Company's Form 8-K,
dated June 19, 2000).
(d)(2) Confidentiality Agreements, dated March 14, 2000 and
August 10, 1999, by and between Parent and the Company.
</TABLE>
6
STATEMENT OF DIFFERENCES
The registered trademark symbol shall be expressed as.......................'r'
The British pound sterling sign shall be expressed as.......................'L'
