SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 16, 2000
UNITED ASSET MANAGEMENT CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-9215 04-2714625
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
One International Place, Boston, MA 02110
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(Address of Principal Executive Offices) (Zip Code)
(617) 330-8900
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(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On June 16, 2000, United Asset Management Corporation, a Delaware
corporation (the "Company"), entered into an Agreement and Plan of Merger (the
"Merger Agreement") with Old Mutual plc, an English public limited company ("Old
Mutual"), and OM Acquisition Corp., a Delaware corporation and a wholly owned
subsidiary of Old Mutual ("Purchaser").
A copy of the Merger Agreement is attached hereto as Exhibit 10.1 and
is incorporated herein by reference. The description herein of the Merger
Agreement and the matters contemplated thereby are qualified in their entirety
by reference to the Merger Agreement. On June 19, 2000, Old Mutual and the
Company issued a joint press release announcing the execution of the Merger
Agreement. The press release is attached hereto as Exhibit 99.1 and incorporated
herein by reference.
Pursuant to the Merger Agreement, within thirty calendar days
following the execution of the Merger Agreement, Purchaser will commence a
tender offer (the "Offer") for all of the outstanding shares of Common Stock,
par value $0.01 per share, of the Company (the "Shares"), at a purchase price of
$25 per Share, net to the seller in cash (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Merger Agreement. The Offer Price is
subject to downward adjustment in certain circumstances, including should the
Company's revenues from assets under management, excluding the effects of market
movements, decline below a specified level prior to the consummation of the
Offer.
The Merger Agreement provides that, subject to the satisfaction or
waiver of certain conditions, following completion of the Offer, and in
accordance with the Delaware General Corporation Law (the "DGCL"), Purchaser
will be merged with and into the Company (the "Merger"), and at the effective
time of the Merger (the "Effective Time") each Share outstanding (other than
Shares owned by Old Mutual or Purchaser and Shares held by stockholders, if any,
who did not vote in favor of the Merger Agreement and who comply with all of the
relevant provisions of Section 262 of the DGCL relating to dissenters' rights of
appraisal) will be converted into the right to receive the Offer Price, as
adjusted, or any greater amount per Share paid pursuant to the Offer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) EXHIBITS. The following exhibits are filed as part of this report:
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10.1 Agreement and Plan of Merger, dated as of June 16, 2000, by
and among United Asset Management Corporation, OM
Acquisition Corp. and Old Mutual plc.
99.1 Press Release of Old Mutual plc and United Asset
Management Corporation, dated June 19, 2000 (incorporated by
reference to the press release filed by United Asset
Management Corp. with the Securities and Exchange Commission
under cover of Schedule 14D-9 on June 19, 2000).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: June 19, 2000
UNITED ASSET MANAGEMENT
CORPORATION
By: /s/ Joseph R. Ramrath
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Name: Joseph R. Ramrath
Title: Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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Exhibit 10.1 Agreement and Plan of Merger, dated as of June
16, 2000, by and among United Asset Management
Corporation, OM Acquisition Corp. and Old Mutual plc.
Exhibit 99.1 Press Release of Old Mutual plc and United Asset
Management Corporation, dated June 19, 2000
(incorporated by reference to the press release filed
by United Asset Management Corp. with the Securities
and Exchange Commission under cover of Schedule 14D-9
on June 19, 2000).
