<PAGE>
OFFER TO PURCHASE FOR CASH
ALL SHARES OF COMMON STOCK
OF
UNITED ASSET MANAGEMENT CORPORATION
AT
$25.00 NET PER SHARE
(SUBJECT TO ADJUSTMENT AS PROVIDED HEREIN)
BY
OM ACQUISITION CORP.
A WHOLLY-OWNED SUBSIDIARY
OF
OLD MUTUAL PLC
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 12:00
MIDNIGHT,
NEW YORK CITY TIME, ON FRIDAY, AUGUST 11, 2000, UNLESS THE
OFFER IS EXTENDED.
THE OFFER IS BEING MADE PURSUANT TO AN AGREEMENT AND PLAN OF MERGER, DATED
AS OF JUNE 16, 2000 (THE 'MERGER AGREEMENT'), AMONG OLD MUTUAL PLC ('PARENT'),
OM ACQUISITION CORP. ('PURCHASER'), A WHOLLY-OWNED SUBSIDIARY OF PARENT, AND
UNITED ASSET MANAGEMENT CORPORATION (THE 'COMPANY'). THE BOARD OF DIRECTORS OF
THE COMPANY HAS UNANIMOUSLY DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR
TO, ADVISABLE AND IN THE BEST INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS, HAS
APPROVED THE OFFER AND THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED
THEREBY AND RECOMMENDS THAT THE COMPANY'S STOCKHOLDERS ACCEPT THE OFFER AND
TENDER ALL OF THEIR SHARES PURSUANT TO THE OFFER.
THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER THAT
NUMBER OF SHARES OF THE COMPANY WHICH CONSTITUTES AT LEAST A MAJORITY OF THE
COMPANY'S THEN ISSUED AND OUTSTANDING SHARES OF COMMON STOCK ON A FULLY-DILUTED
BASIS. PARENT AND PURCHASER DO NOT CURRENTLY OWN ANY SHARES OF THE COMPANY. THE
OFFER IS ALSO SUBJECT TO OTHER TERMS AND CONDITIONS CONTAINED IN THIS OFFER TO
PURCHASE. SEE THE INTRODUCTION AND SECTIONS 1, 14 AND 15.
IMPORTANT
Any stockholder desiring to tender all or any portion of his or her Shares
should either (a) complete and sign the Letter of Transmittal (or a facsimile
thereof) in accordance with the instructions in the Letter of Transmittal and
mail or deliver it, together with the certificate(s) representing tendered
Shares and any other required documents, to the Depositary or tender such Shares
pursuant to the procedures for book-entry transfer described in Section 3 or (b)
request his or her broker, dealer, commercial bank, trust company or other
nominee to effect the transaction for him or her. A stockholder whose Shares are
registered in the name of a broker, dealer, commercial bank, trust company or
other nominee must contact such broker, dealer, commercial bank, trust company
or other nominee if he or she desires to tender such Shares.
A stockholder who desires to tender his or her Shares and whose certificates
representing such Shares are not immediately available or who cannot comply with
the other procedures on a timely basis may tender such Shares by following the
procedures for guaranteed delivery described in Section 3.
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective addresses and telephone numbers
indicated on the back cover of this Offer to Purchase. Additional copies of this
Offer to Purchase, the Letter of Transmittal, the Notice of Guaranteed Delivery
and other related materials may be obtained from the Information Agent or from
brokers, dealers, commercial banks and trust companies.
The Dealer Managers for the Offer are:
CREDIT SUISSE FIRST BOSTON CHASE SECURITIES INC.
July 17, 2000
<PAGE>
SUMMARY TERM SHEET
This summary term sheet is a brief summary of the material provisions of OM
Acquisition Corp.'s offer, and is meant to help you understand the offer. This
summary term sheet is not meant to be a substitute for the information contained
in the remainder of this Offer to Purchase, and the information contained in
this summary is qualified in its entirety by the fuller descriptions and
explanations contained in the later pages of this Offer to Purchase. You are
urged to carefully read the entire Offer to Purchase and related Letter of
Transmittal prior to making any decision regarding your shares.
Q. WHO IS OFFERING TO PURCHASE MY SHARES OF COMMON STOCK OF UNITED ASSET
MANAGEMENT CORPORATION?
A. OM Acquisition Corp. ('OM Acquisition'), a Delaware corporation formed solely
to make the offer, is offering to purchase your United Asset Management
Corporation ('UAM') shares. OM Acquisition is a wholly-owned subsidiary of Old
Mutual plc ('Old Mutual'), a public limited company incorporated in England and
Wales. Old Mutual is an international financial services group, based in London,
with a substantial financial services business in southern Africa, including an
integrated portfolio of activities in asset management (including unit trusts,
portfolio management and stockbroking services), banking and general insurance.
See 'Introduction' and Section 9.
Q. WHAT ARE THE CLASS AND AMOUNT OF STOCK THAT OM ACQUISITION IS SEEKING TO
PURCHASE?
A. OM Acquisition is seeking to purchase all of the outstanding shares of common
stock of UAM (the 'Common Stock'). See 'Introduction.'
Q. HOW MUCH IS OM ACQUISITION OFFERING TO PAY, WHAT IS THE FORM OF PAYMENT, AND
DO I HAVE TO PAY ANY BROKERAGE OR SIMILAR FEES TO TENDER?
A. OM Acquisition is offering to purchase the Common Stock at a price of $25.00
per share, subject to downward adjustment as described in Section 11 of this
Offer to Purchase (as so adjusted, the 'Share Price'), net to the seller in
cash, without interest. The downward adjustment would be triggered in the event
UAM's revenues from assets under management, excluding the effects of market
movements, decline below a specified level prior to the consummation of the
offer. OM Acquisition will publicly announce the definitive Share Price not less
than ten business days prior to accepting any shares for purchase pursuant to
the offer. See 'Introduction' and Sections 1 and 11. If you are the record owner
of your shares and tender your shares directly to the Depositary, you will not
have to pay any brokerage or similar fees. However, if you own your shares
through a broker or other nominee, your broker or nominee may charge you a fee
to tender. You should consult your broker or nominee to determine whether any
charges will apply.
Q. WHAT DOES THE BOARD OF DIRECTORS OF UAM THINK OF THIS OFFER?
A. The board of directors of UAM has unanimously determined that this offer and
the merger described in this Offer to Purchase are fair to, advisable and in the
best interests of UAM's stockholders and has approved the offer and the Merger
Agreement.
UAM's board of directors further recommends that stockholders of UAM accept
the offer and tender all of their shares. See 'Introduction.'
Q. HAVE ANY STOCKHOLDERS ALREADY DECIDED TO TENDER THEIR SHARES?
A. The Schedule 14D-9 filed by UAM in connection with the offer indicates that,
to the best of UAM's knowledge, all of UAM's executive officers and directors
who own UAM shares presently intend to tender all of their shares pursuant to
the offer.
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<PAGE>
Q. HOW LONG DO I HAVE TO DECIDE WHETHER TO TENDER IN THE OFFER?
A. You have until 12:00 midnight, New York City time, on Friday, August 11,
2000. See Section 1.
Q. CAN THE OFFER BE EXTENDED, AND UNDER WHAT CIRCUMSTANCES?
A. Yes. OM Acquisition may extend the offer at any time, and from time to time,
beyond the initial scheduled expiration date or any subsequent scheduled
expiration of the offer if, at the scheduled expiration of the offer, any of the
conditions to the offer described in Section 14 of this Offer to Purchase are
not satisfied or waived (and, under the Merger Agreement, OM Acquisition has
agreed to so extend the offer until March 4, 2001), subject, however, to OM
Acquisition's right to terminate the Merger Agreement and this offer as
described in Section 11 of this Offer to Purchase. Any such extension will not
exceed five business days unless otherwise agreed by UAM. If the Share Price
payable at the scheduled expiration date of the offer would be less than $25.00,
OM Acquisition will make a public announcement of the adjusted Share Price to be
payable pursuant to the offer and extend the offer to the extent necessary so
that the offer remains open for a period of ten business days following the date
that such public announcement is made. The offer may also be extended as
required by applicable law. See Section 1.
Q. HOW WILL I BE NOTIFIED IF THE OFFER IS EXTENDED?
A. If the offer is extended, we will issue a press release announcing the
extension on the first business morning following the date the offer was
scheduled to expire. See Section 1.
Q. WHAT ARE THE MOST IMPORTANT CONDITIONS TO THE OFFER?
A. The most important conditions to the offer are the following:
That stockholders validly tender and do not properly withdraw before the
expiration of the offer enough Common Stock to represent at least a majority
of the Common Stock then outstanding, determined on a fully-diluted basis.
The expiration or termination of the applicable waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, and the receipt of
certain other governmental consents and approvals.
The receipt (in the manner provided in the Merger Agreement) of certain
approvals and consents from investment advisory and subadvisory clients of
UAM's subsidiaries.
A fuller discussion of the conditions to consummation of the offer may be found
in Section 14.
Q. HOW DO I ACCEPT THE OFFER AND TENDER MY SHARES?
A. To tender your shares, you must complete the enclosed Letter of Transmittal
and deliver it, along with your share certificates, to the Depositary prior to
the expiration of the offer. If you cannot deliver all necessary documents to
the Depositary in time, you may, with the assistance of an Eligible Institution,
deliver to the Depositary, in lieu of the missing documents, the enclosed Notice
of Guaranteed Delivery, provided you are able to fully comply with its terms. If
your shares are held in 'Street' name (i.e., through a broker, dealer or other
nominee), your nominee will tender your shares on your behalf upon your
instruction. See Section 3.
Q. IF I ACCEPT THE OFFER, WHEN WILL I GET PAID?
A. Provided the conditions to the offer are satisfied and OM Acquisition
consummates the offer and accepts your shares for payment, you will receive a
check for an amount equal to the number of shares you tendered multiplied by the
Share Price as promptly as practicable following the expiration of the offer. OM
Acquisition expects that checks will be mailed out promptly following expiration
of the offer. See Section 2.
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<PAGE>
Q. DOES OM ACQUISITION HAVE THE FINANCIAL RESOURCES TO MAKE THE PAYMENT?
A. OM Acquisition's parent corporation, Old Mutual, will provide OM Acquisition
with sufficient funds (from available or committed credit facilities and
internal cash resources) to purchase all shares tendered in the offer. The offer
is not conditioned on any financing arrangements. See Section 12.
Q. UNTIL WHAT TIME AND HOW CAN I WITHDRAW MY PREVIOUSLY TENDERED SHARES?
A. You may withdraw a portion or all of your tendered shares by delivering
written or facsimile notice to the Depositary prior to the expiration of the
offer. Further, if OM Acquisition has not agreed to accept your shares for
payment on or before September 14, 2000, you can withdraw your shares at any
time after that date until OM Acquisition does accept them for payment. Once OM
Acquisition accepts shares for payment, they cannot be withdrawn. See
Section 4.
Q. WHY IS OM ACQUISITION MAKING THIS OFFER?
A. OM Acquisition is making this offer to enable Old Mutual to acquire control
of UAM. See 'Introduction' and Section 11.
Q. WHAT WILL HAPPEN TO UAM?
A. If the offer is consummated, under the Merger Agreement, provided certain
conditions are met, OM Acquisition will be merged with and into UAM, with UAM
surviving as a subsidiary of Old Mutual. Further, following the consummation of
the offer, the Merger Agreement requires UAM to take certain actions so that
representatives of Old Mutual will constitute at least a majority of the members
of the board of directors of UAM. See Section 11.
Q. WILL THE TENDER OFFER BE FOLLOWED BY A MERGER IF ALL OF THE SHARES ARE NOT
TENDERED IN THE OFFER?
A. If the offer is consummated, provided certain conditions are met, OM
Acquisition will cause the merger to take place with the approval of
stockholders by voting the Common Stock that it acquires in the offer (which
will represent at least a majority of the outstanding UAM stock on a
fully-diluted basis) in favor of the merger. If at least 90% of the Common Stock
is tendered in the offer, OM Acquisition will cause the merger to take place
without action by any other stockholder. See 'Introduction' and Section 11.
Q. IF I DO NOT TENDER BUT THE TENDER OFFER IS SUCCESSFUL, WHAT WILL HAPPEN TO MY
SHARES?
A. Even if you do not tender your shares, if the offer is consummated and OM
Acquisition merges with UAM, all remaining stockholders of UAM at the time of
the merger, other than those that properly assert appraisal rights, will receive
the Share Price per share, in cash, without interest after submission to the
Depositary of your shares.
Even if OM Acquisition does not merge with UAM, the number of stockholders
of UAM may be so small that the Common Stock will no longer be traded on the New
York Stock Exchange or any other national exchange. Also, UAM may cease to
comply with SEC rules governing publicly-held companies. See Sections 7 and 11.
Q. WHAT ARE THE FEDERAL INCOME TAX CONSEQUENCES OF THE TRANSACTION?
A. The receipt of cash by you in exchange for your shares pursuant to the offer,
the merger or upon exercise of appraisal rights is a taxable transaction for
federal income tax purposes and may also be a taxable transaction under
applicable state, local or foreign tax laws. In general, you will recognize
capital gain or loss equal to the difference between your adjusted tax basis in
your shares of Common Stock and the amount of cash you receive for those shares.
You should consult your own tax advisor about the particular tax consequences of
the offer to you. See Section 5.
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<PAGE>
Q. ARE DISSENTERS' RIGHTS AVAILABLE IN EITHER THE OFFER OR THE MERGER?
A. Dissenters' rights are not available in the offer. However, if you choose not
to tender your shares and the offer is consummated, dissenters' rights will be
available in the merger of OM Acquisition and UAM. If you choose to exercise
your dissenters' rights, and you comply with applicable legal requirements, you
will be entitled to payment for your shares based on a fair and independent
appraisal of the market value of your shares. This market value may be more or
less than the Share Price. See Section 11.
Q. WHAT IS THE MARKET VALUE OF MY SHARES AS OF A RECENT DATE?
A. On June 16, 2000, the last trading day before the public announcement of the
execution of the Merger Agreement, the Common Stock closed on the New York Stock
Exchange at $20.5625 per share. On July 14, 2000, the last trading day before
the commencement of the offer, the Common Stock closed on the New York Stock
Exchange at $23.8125 per share. Please obtain a recent quotation for your Common
Stock prior to deciding whether or not to tender. See Section 6.
Q. WHOM CAN I CALL WITH QUESTIONS?
A. You can call Innisfree M&A Incorporated at (888) 750-5834 or the Dealer
Managers with any questions you may have.
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<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
SUMMARY TERM SHEET.......................................... i
INTRODUCTION................................................ 1
THE TENDER OFFER............................................ 2
1. Terms of the Offer; Expiration Date................. 2
2. Acceptance for Payment and Payment.................. 3
3. Procedures for Accepting the Offer and Tendering
Shares................................................. 4
4. Withdrawal Rights................................... 6
5. Certain U.S. Federal Income Tax Consequences........ 7
6. Price Range of the Shares; Dividends................ 8
7. Effect of the Offer on the Market for the Shares;
Stock Exchange Listings;
Exchange Act Registration; Margin Regulations...... 8
8. Certain Information Concerning the Company.......... 9
9. Certain Information Concerning Purchaser and
Parent................................................. 10
10. Background of the Offer; Contacts with the
Company................................................ 11
11. Purpose of the Offer and the Merger; Plans for the
Company; the Merger
Agreement and Other Agreements; Other Matters...... 15
12. Source and Amount of Funds.......................... 26
13. Dividends and Distributions......................... 26
14. Certain Conditions of the Offer..................... 27
15. Certain Legal Matters; Required Regulatory
Approvals.............................................. 29
16. Certain Fees and Expenses........................... 31
17. Miscellaneous....................................... 32
SCHEDULE I Directors and Executive Officers of Purchaser and
Parent.................................................... 33
</TABLE>
v
<PAGE>
TO: ALL HOLDERS OF SHARES OF COMMON STOCK
OF UNITED ASSET MANAGEMENT CORPORATION:
INTRODUCTION
OM Acquisition Corp., a Delaware corporation ('PURCHASER') and a
wholly-owned subsidiary of Old Mutual plc, a public limited company incorporated
in England and Wales ('PARENT'), hereby offers to purchase all shares of Common
Stock, par value $0.01 per share (the 'SHARES'), of United Asset Management
Corporation, a Delaware corporation (the 'COMPANY' or 'UAM'), at a price of
$25.00 per Share (the 'BASE SHARE PRICE') subject to possible downward
adjustment as described in Section 11 herein (the Base Share Price, as so
adjusted, being herein referred to as the 'SHARE PRICE'), net to the seller in
cash and without interest thereon, upon the terms and subject to the conditions
contained in this Offer to Purchase and in the related Letter of Transmittal
(which, as amended or supplemented from time to time, together constitute the
'OFFER').
The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of June 16, 2000 (the 'MERGER AGREEMENT'), among Parent, Purchaser and the
Company. The Merger Agreement provides, among other things, for the commencement
of the Offer by Purchaser and further provides that, subject to the satisfaction
or waiver of certain conditions, Purchaser will be merged with and into the
Company (the 'MERGER'), with the surviving corporation becoming a wholly-owned
subsidiary of Parent (the 'SURVIVING CORPORATION'). In the Merger, each
outstanding Share (other than Shares held by Parent or any of its subsidiaries
or any subsidiaries of the Company, and Shares owned by stockholders who have
properly exercised their appraisal rights under Delaware law) will be converted
at the effective time of the Merger (the 'EFFECTIVE TIME') into the right to
receive the Share Price, in cash, without interest and less any required
withholding taxes (the 'MERGER CONSIDERATION').
THE BOARD OF DIRECTORS OF THE COMPANY (THE 'COMPANY BOARD') HAS UNANIMOUSLY
DETERMINED THAT THE OFFER AND THE MERGER ARE FAIR TO, ADVISABLE AND IN THE BEST
INTERESTS OF THE COMPANY AND ITS STOCKHOLDERS (THE 'STOCKHOLDERS'), HAS APPROVED
THE OFFER AND THE MERGER AGREEMENT AND THE TRANSACTIONS CONTEMPLATED THEREBY,
AND RECOMMENDS THAT THE STOCKHOLDERS ACCEPT THE OFFER AND TENDER ALL OF THEIR
SHARES PURSUANT TO THE OFFER.
Goldman, Sachs & Co., the Company's financial advisor ('GOLDMAN SACHS'), has
delivered to the Company its written opinion, dated June 16, 2000, that as of
the date thereof, the Share Price to be received by the Stockholders in the
Offer and the Merger is fair from a financial point of view to the Stockholders.
A copy of the opinion of Goldman Sachs is contained in the Company's
Solicitation/ Recommendation Statement on Schedule 14D-9 (the 'SCHEDULE 14D-9')
filed with the Securities and Exchange Commission (the 'COMMISSION') in
connection with the Offer, a copy of which is being furnished to Stockholders
concurrently with this Offer to Purchase.
The Offer is conditioned upon, among other things, there being validly
tendered and not properly withdrawn prior to the Expiration Date (as defined in
Section 1 below) that number of Shares (the 'MINIMUM NUMBER OF SHARES') which
constitutes at least a majority of the Shares then issued and outstanding,
determined on a fully-diluted basis after giving effect to the exercise or
conversion of all options, warrants, rights and securities convertible into or
exercisable for voting securities of the Company (a 'FULLY-DILUTED BASIS') (the
'MINIMUM CONDITION'). The Offer is also subject to certain other conditions. See
Sections 1, 14 and 15.
The Company has stated in the Schedule 14D-9 that, as of June 30, 2000, an
aggregate of 57,177,404 Shares were issued and outstanding and an aggregate of
17,020,581 Shares were issuable upon exercise of outstanding options and
warrants to acquire Shares. Based on this information, Purchaser believes that
the Minimum Condition will be satisfied if a minimum of 37,098,994 Shares are
validly tendered and not withdrawn prior to the Expiration Date. Parent and
Purchaser do not currently own any Shares.
The Schedule 14D-9 indicates that, to the best of the Company's knowledge,
all of the Company's executive officers and directors who own Shares presently
intend to tender all of their Shares pursuant to the Offer.
The consummation of the Merger is subject to the satisfaction or waiver of a
number of conditions, including, if required, the approval of the Merger by the
requisite vote or consent of the holders of
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<PAGE>
Shares. Under the Delaware General Corporation Law (the 'DGCL') and the
Company's Certificate of Incorporation, the stockholder vote necessary to
approve the Merger will be the affirmative vote of the holders of at least a
majority of the outstanding Shares entitled to vote on the matter (the 'COMPANY
REQUISITE VOTE'). If Purchaser acquires at least 90% of the outstanding Shares
pursuant to the Offer or otherwise, Purchaser would be able to effect the Merger
pursuant to the 'short-form' merger provisions of Section 253 of the DGCL,
without any action by any other Stockholder. In such event, Purchaser intends to
effect the Merger as promptly as practicable following the purchase of Shares in
the Offer. See Section 11.
The Company has represented in the Merger Agreement that it does not have
any stockholder rights plan or 'poison pill.' The Company also has represented
in the Merger Agreement that the approval by the Company Board of the Merger and
the Merger Agreement is sufficient to render the provisions of Section 203 of
the DGCL inapplicable to the Offer and the Merger. See Section 15.
The Merger Agreement is more fully described in Section 11. Certain federal
income tax consequences of the sale of Shares pursuant to the Offer and the
exchange of Shares for the Merger Consideration pursuant to the Merger are
described in Section 5.
Tendering Stockholders whose Shares are registered in their name and who
tender directly to the Depositary will not be obligated to pay brokerage fees or
commissions or, except as set forth in Instruction 6 of the Letter of
Transmittal, stock transfer taxes on the purchase of Shares by Purchaser
pursuant to the Offer. Stockholders who have Shares registered in the name of
their broker or bank should consult with such nominee to determine if any fees
may apply. Purchaser will pay all charges and expenses of Credit Suisse First
Boston Corporation ('CREDIT SUISSE FIRST BOSTON') and Chase Securities Inc.
('CHASE SECURITIES'), as Dealer Managers (in such capacity, the 'DEALER
MANAGERS'), ChaseMellon Shareholder Services, L.L.C., as Depositary (the
'DEPOSITARY'), and Innisfree M&A Incorporated, as Information Agent (the
'INFORMATION AGENT'), incurred in connection with the Offer. See Section 16.
THE TENDER OFFER
1. TERMS OF THE OFFER; EXPIRATION DATE. Upon the terms and subject to the
satisfaction or waiver of the conditions of the Offer prior to the Expiration
Date (including, if the Offer is extended or amended as required or permitted by
the Merger Agreement, the terms and conditions of any such extension or
amendment), the Purchaser will accept for payment and thereby purchase all
Shares validly tendered and not withdrawn in accordance with the procedures
described in Section 4 on or prior to the Expiration Date (as hereinafter
defined). The term 'Expiration Date' means 12:00 midnight, New York City time,
on August 11, 2000, unless and until the Purchaser, in accordance with the
Merger Agreement, extends the period of time for which the Offer is open, in
which event the term 'EXPIRATION DATE' means the time and date at which the
Offer, as so extended by the Purchaser, will expire. Purchaser may extend the
Offer at any time, and from time to time, beyond the initial scheduled
expiration date or any subsequent scheduled expiration of the Offer if, at such
scheduled expiration of the Offer, any of the conditions to the Offer described
in Section 14 hereof are not satisfied or waived (and, pursuant to the Merger
Agreement, Purchaser has agreed that, for so long as the Merger Agreement is in
effect and any of the conditions to the Offer are not satisfied or waived,
Purchaser will cause the Offer not to expire, and extend the Offer from time to
time, until March 4, 2001), subject, however, to Purchaser's right to terminate
the Merger Agreement and the Offer as described in Section 11 hereof. Any such
extension will not exceed five business days unless otherwise agreed by the
Company. The Offer may also be extended as required by the Commission or
applicable law.
Any such extension will be followed as promptly as practicable by public
announcement thereof, to be made no later than 9:00 a.m., New York City time, on
the next business day after the previously scheduled Expiration Date. Without
limiting the manner in which Purchaser may choose to make any public
announcement, subject to applicable law (including Rules 14d-4(c) and 14d-6(d)
under the Securities Exchange Act of 1934, as amended (the 'EXCHANGE ACT'),
which require that material changes be promptly disseminated to holders of
Shares), Purchaser has no obligation to publish, advertise or otherwise
communicate any such public announcement other than by issuing a press release
to the Dow Jones News Service.
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<PAGE>
If, in accordance with the Merger Agreement, Purchaser makes a material
change in the terms of the Offer or waives a material condition to the Offer,
Purchaser will extend the Offer and disseminate additional Offer materials to
the extent required by Rules 14d-4(c) and 14d-6(d) under the Exchange Act. The
minimum period during which an offer must remain open following material changes
in the terms of the offer, other than a change in price or a change in
percentage of securities sought or the provision for a soliciting dealer's fee,
will depend upon the facts and circumstances, including the materiality, of the
changes. With respect to a change in price or, subject to certain limitations, a
change in the percentage of securities sought or a change in any dealer's
soliciting fee, a minimum ten business day period from the date of such change
is generally required to allow for adequate dissemination to stockholders.
Accordingly, if prior to the Expiration Date, Purchaser decreases the Base Share
Price pursuant to the adjustment described in Section 11 of this Offer to
Purchase or (with the prior written approval of the Company, to the extent
required by the Merger Agreement) decreases the number of Shares being sought,
or increases or otherwise decreases the consideration offered pursuant to the
Offer, and if the Offer is scheduled to expire at any time earlier than the
period ending on the tenth business day from the date that notice of such
increase or decrease is first published, sent or given to holders of Shares, the
Offer will be extended at least until the expiration of such ten business day
period. For purposes of the Offer, a 'business day' means any day other than a
Saturday, a Sunday or a federal holiday and consists of the time period from
12:01 a.m. through 12:00 midnight, New York City time.
In the Merger Agreement, the Company has agreed to furnish Purchaser with
the Company's stockholder list and security position listings for the purpose of
disseminating the Offer to holders of Shares. This Offer to Purchase and the
related Letter of Transmittal and, if required, other relevant materials will be
mailed to record holders of Shares and will be furnished to brokers, dealers,
commercial banks, trust companies and similar persons whose names, or the names
of whose nominees, appear on the stockholder list or who are listed as
participants in a clearing agency's security position listing for subsequent
transmittal to beneficial owners of Shares.
2. ACCEPTANCE FOR PAYMENT AND PAYMENT. Upon the terms and subject to the
conditions of the Offer (including, if the Offer is extended or amended in
accordance with the Merger Agreement, the terms and conditions of the Offer as
so extended or amended), Purchaser will purchase, by accepting for payment, and
will pay for, all Shares validly tendered and not properly withdrawn (as
permitted by Section 4) prior to the Expiration Date, promptly after the
Expiration Date, if the conditions to the Offer described in Section 14 have
each been satisfied or waived, including without limitation the expiration or
termination of the waiting periods applicable to the acquisition of Shares
pursuant to the Offer under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended (the 'HSR ACT'). In addition, subject to applicable rules of
the Commission, Purchaser expressly reserves the right to delay acceptance for
payment of, or payment for, Shares pending receipt of any regulatory or
governmental approvals specified in Section 15.
In all cases, payment for Shares accepted for payment pursuant to the Offer
will be made only after timely receipt by the Depositary of (i) share
certificates for such Shares ('SHARE CERTIFICATES') or confirmation (a
'BOOK-ENTRY CONFIRMATION') of the book-entry transfer of such Shares into the
Depositary's account at The Depository Trust Company (the 'BOOK-ENTRY TRANSFER
FACILITY'), pursuant to the procedures described in Section 3, (ii) the Letter
of Transmittal (or a facsimile thereof), properly completed and duly executed,
with any required signature guarantees, or an Agent's Message (as defined below)
in connection with a book-entry transfer, and (iii) any other documents required
by the Letter of Transmittal.
The term 'AGENT'S MESSAGE' means a message, transmitted by the Book-Entry
Transfer Facility to, and received by, the Depositary and forming a part of the
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility has
received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Shares which are the subject of the Book-Entry
Confirmation, that such participant has received and agrees to be bound by the
terms of the Letter of Transmittal and that Purchaser may enforce such agreement
against such participant.
For purposes of the Offer, Purchaser will be deemed to have accepted for
payment, and thereby purchased, Shares validly tendered and not properly
withdrawn as, if and when Purchaser gives oral or
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<PAGE>
written notice to the Depositary of Purchaser's acceptance of such Shares for
payment pursuant to the Offer. In all cases, upon the terms and subject to the
conditions of the Offer, payment for Shares purchased pursuant to the Offer will
be made by deposit of the purchase price therefor with the Depositary, which
will act as agent for tendering Stockholders for the purpose of receiving
payment from Purchaser and transmitting payment to validly tendering
Stockholders. UNDER NO CIRCUMSTANCES WILL INTEREST ON THE PURCHASE PRICE FOR
SHARES BE PAID BY PURCHASER, REGARDLESS OF ANY DELAY IN MAKING SUCH PAYMENT.
If any tendered Shares are not purchased pursuant to the Offer for any
reason, or if Share Certificates are submitted representing more Shares than are
tendered, Share Certificates representing unpurchased or untendered Shares will
be returned, without expense to the tendering Stockholder (or, in the case of
Shares delivered by book-entry transfer into the Depositary's account at the
Book-Entry Transfer Facility pursuant to the procedures described in Section 3,
such Shares will be credited to an account maintained within the Book-Entry
Transfer Facility), as promptly as practicable following the expiration,
termination or withdrawal of the Offer.
If, prior to the Expiration Date, Purchaser increases the consideration
offered to holders of Shares pursuant to the Offer, such increased consideration
will be paid to all holders of Shares that are purchased pursuant to the Offer,
whether or not such Shares were tendered prior to such increase in
consideration.
Purchaser reserves the right to transfer or assign, in whole or from time to
time in part, to one or more of Parent's subsidiaries the right to purchase all
or any portion of the Shares tendered pursuant to the Offer, but any such
transfer or assignment will not relieve Purchaser of its obligations under the
Offer and will in no way prejudice the rights of tendering Stockholders to
receive payment for Shares validly tendered and accepted for payment pursuant to
the Offer.
3. PROCEDURES FOR ACCEPTING THE OFFER AND TENDERING SHARES.
Valid Tender of Shares. Except as set forth below, in order for Shares to be
validly tendered pursuant to the Offer, (i) the Letter of Transmittal (or a
facsimile thereof), properly completed and duly executed, together with any
required signature guarantees, or an Agent's Message in connection with a
book-entry delivery of Shares, and any other documents required by the Letter of
Transmittal must be received by the Depositary at one of its addresses specified
on the back cover of this Offer to Purchase on or prior to the Expiration Date
and either Share Certificates representing tendered Shares must be received by
the Depositary, or such Shares must be tendered pursuant to the procedure for
book-entry transfer described below and a Book-Entry Confirmation must be
received by the Depositary, in each case on or prior to the Expiration Date, or
(ii) the guaranteed delivery procedures described below must be complied with by
the tendering Stockholder.
The method of delivery of Share Certificates and the Letter of Transmittal
and all other required documents, including delivery through the Book-Entry
Transfer Facility, is at the election and sole risk of the tendering
Stockholder. The Shares will be deemed delivered only when actually received by
the Depositary (including, in the case of a book-entry transfer, by Book-Entry
Confirmation). If delivery is by mail, registered mail with return receipt
requested, properly insured, is recommended. In all cases, sufficient time
should be allowed to ensure timely delivery.
Book-Entry Transfer. The Depositary will make a request to establish
accounts with respect to the Shares at the Book-Entry Transfer Facility for
purposes of the Offer within two business days after the date of this Offer to
Purchase. Any financial institution that is a participant in the system of the
Book-Entry Transfer Facility may make book-entry delivery of Shares by causing
the Book-Entry Transfer Facility to transfer such Shares into the Depositary's
account at the Book-Entry Transfer Facility in accordance with the Book-Entry
Transfer Facility's procedures for such transfer. However, although delivery of
Shares may be effected through book-entry transfer into the Depositary's account
at the Book-Entry Transfer Facility, the Letter of Transmittal (or facsimile
thereof), properly completed and duly executed, with any required signature
guarantees, or an Agent's Message in connection with a book-entry transfer, and
any other required documents must, in any case, be transmitted to and received
by the Depositary at one of its addresses specified on the back cover of this
Offer to Purchase
4
<PAGE>
on or prior to the Expiration Date, or the guaranteed delivery procedure
described below must be complied with.
DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH
THE BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO
THE DEPOSITARY.
Signature Guarantees. Signatures on all Letters of Transmittal must be
guaranteed by a firm that is a bank, broker, dealer, credit union, savings
association or other entity which is a member in good standing of the Securities
Transfer Agents Medallion Program, the New York Stock Exchange ('NYSE')
Medallion Signature Guarantee Program or the Stock Exchange Medallion Program
(each, an 'ELIGIBLE INSTITUTION'), unless the Shares tendered thereby are
tendered (i) by a registered holder of Shares who has not completed either the
box labeled 'Special Payment Instructions' or the box labeled 'Special Delivery
Instructions' on the Letter of Transmittal or (ii) for the account of an
Eligible Institution. See Instruction 1 of the Letter of Transmittal.
If the Share Certificates are registered in the name of a person other than
the signer of the Letter of Transmittal, or if payment is to be made to, or
Share Certificates for unpurchased Shares are to be issued to, a person other
than the registered holder, then the tendered certificates must be properly
endorsed or otherwise be in proper form for transfer, the signatures on the
certificates must be properly guaranteed, accompanied by appropriate stock
powers, signed exactly as the name or names of the registered holder or holders
appear on the Share Certificates, with the signatures on the Share Certificates
or stock powers guaranteed by an Eligible Institution as provided in the Letter
of Transmittal. The person surrendering the Shares must pay to the Depositary
any transfer or other taxes required by reason of payment of the Share Price to
a person other than the registered holder of the certificates surrendered, or
must establish to the satisfaction of the Depositary that such taxes have been
paid or are not applicable. See Instructions 1 and 5 of the Letter of
Transmittal.
If the Share Certificates are forwarded separately to the Depositary, a
properly completed and duly executed Letter of Transmittal (or facsimile
thereof) must accompany each such delivery.
Guaranteed Delivery. If a Stockholder desires to tender Shares pursuant to
the Offer and such Stockholder's Share Certificates are not immediately
available to reach the Depositary on or prior to the Expiration Date, or the
procedures for book-entry transfer cannot be completed on a timely basis, such
Shares may nevertheless be tendered if all of the following guaranteed delivery
procedures are duly complied with:
(i) such tender is made by or through an Eligible Institution;
(ii) a properly completed and duly executed Notice of Guaranteed
Delivery, substantially in the form made available by the Purchaser, is
received by the Depositary, as provided below, on or prior to the Expiration
Date; and
(iii) the Share Certificates (or a Book-Entry Confirmation) representing
all tendered Shares, in proper form for transfer together with a properly
completed and duly executed Letter of Transmittal (or facsimile thereof),
with any required signature guarantees (or, in the case of a book-entry
transfer, an Agent's Message) and any other documents required by the Letter
of Transmittal are received by the Depositary, within three NYSE trading
days after the date of execution of such Notice of Guaranteed Delivery.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile transmission or mail to the Depositary and must include a guarantee by
an Eligible Institution in the form contained in such Notice of Guaranteed
Delivery.
Notwithstanding any other provision hereof, payment for Shares accepted for
payment pursuant to the Offer will in all cases be made only after timely
receipt by the Depositary of Share Certificates for, or of Book-Entry
Confirmation with respect to, such Shares, a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), together with any
required signature guarantees (or, in the case of a book-entry transfer, an
Agent's Message), and any other documents required by the Letter of Transmittal.
Accordingly, payment might not be made to all tendering stockholders at the same
time, and will depend upon when Share Certificates or Book-Entry Confirmations
of such Shares are received into the Depositary's account at the Book-Entry
Transfer Facility.
5
<PAGE>
Backup Federal Tax Withholding. Under the federal income tax laws, the
Depositary will be required to withhold 31% of the amount of any payments made
to certain Stockholders pursuant to the Offer or the Merger, unless the
Stockholder (i) provides a correct taxpayer identification number (which, for an
individual stockholder, is the stockholder's social security number) and any
other required information, or (ii) is a corporation or comes within certain
other exempt categories and, when required, demonstrates this fact, and
otherwise complies with applicable requirements of the backup withholding rules.
A Stockholder that does not provide a correct taxpayer identification number may
be subject to penalties imposed by the Internal Revenue Service. To prevent
backup federal income tax withholding on payments made to certain Stockholders
with respect to the purchase price of Shares purchased pursuant to the Offer or
the Merger, each such Stockholder must provide the Depositary with his correct
taxpayer identification number and certify, under penalty of perjury, that he is
not subject to backup federal income tax withholding by completing the
Substitute Form W-9 included in the Letter of Transmittal. See Instruction 10 of
the Letter of Transmittal.
Appointment as Proxy. By executing the Letter of Transmittal, a tendering
Stockholder irrevocably appoints Purchaser and any Purchaser designee, and each
of them, as such Stockholder's attorneys-in-fact and proxies, with full power of
substitution, in the manner set forth in the Letter of Transmittal, to the full
extent of such Stockholder's rights with respect to the Shares tendered by such
Stockholder and accepted for payment by Purchaser and with respect to any and
all other Shares and other securities or rights issued or issuable in respect of
such Shares on or after the date of this Offer to Purchase. All such powers of
attorney and proxies will be considered irrevocable and coupled with an interest
in the tendered Shares. Such appointment will be effective when, and only to the
extent that, Purchaser accepts such Shares for payment. Upon payment by
Purchaser for the Shares, all powers of attorney and proxies given by such
Stockholder with respect to such Shares and such other securities or rights
prior to such payment will be revoked, without further action, and no subsequent
powers of attorney and proxies may be given by such Stockholder (and, if given,
will not be deemed effective). The designees of Purchaser will, with respect to
the Shares for which such appointment is effective, be empowered to exercise all
voting and other rights of such Stockholder as they in their sole discretion may
deem proper at any annual or special meeting of the Stockholders, or any
adjournment or postponement of such meeting. Purchaser reserves the right to
require that, in order for Shares to be deemed validly tendered, immediately
upon the payment for such Shares, Purchaser or its designee must be able to
exercise full voting, consent and other rights with respect to such Shares and
other securities, including voting at any meeting of the Stockholders.
Determination of Validity. All questions as to the form of documents and
validity, eligibility (including time of receipt) and acceptance for payment of
any tender of Shares will be determined by Purchaser, in its discretion, whose
determination will be final and binding on all parties. Purchaser reserves the
right to reject any or all tenders determined by it not to be in proper form or
the acceptance of or payment for which may, in the opinion of Purchaser's
counsel, be unlawful. Purchaser also reserves the right (subject to the
provisions of the Merger Agreement) to waive any of the conditions of the Offer
or any defect or irregularity in any tender of Shares of any particular
Stockholder whether or not similar defects or irregularities are waived in the
case of other Stockholders.
Purchaser's interpretation of the terms and conditions of the Offer
(including the Letter of Transmittal and the instructions thereto) will be final
and binding. No tender of Shares will be deemed to have been validly made until
all defects and irregularities with respect to such tender have been cured or
waived. None of Purchaser, Parent or any of their affiliates or assigns, if any,
the Dealer Managers, the Depositary, the Information Agent or any other person
will be under any duty to give any notification of any defects or irregularities
in tenders or incur any liability for failure to give any such notification.
Purchaser's acceptance for payment of Shares tendered pursuant to any of the
procedures described above will constitute a binding agreement between the
tendering Stockholder and Purchaser upon the terms and subject to the conditions
of the Offer.
4. WITHDRAWAL RIGHTS. Except as otherwise provided in this Section 4,
tenders of Shares made pursuant to the Offer are irrevocable. Shares tendered
pursuant to the Offer may be withdrawn at any
6
<PAGE>
time on or prior to the Expiration Date and, unless theretofore accepted for
payment as provided herein, may also be withdrawn at any time after September
14, 2000.
If, for any reason whatsoever, acceptance for payment of any Shares tendered
pursuant to the Offer is delayed, or Purchaser is unable to accept for payment
or pay for Shares tendered pursuant to the Offer, then, without prejudice to
Purchaser's rights set forth herein, the Depositary may, nevertheless, on behalf
of Purchaser, retain tendered Shares and such Shares may not be withdrawn except
to the extent that the tendering Stockholder is entitled to and duly exercises
withdrawal rights as described in this Section 4. Any such delay will be by an
extension of the Offer to the extent required by law.
For a withdrawal to be effective, a written or facsimile transmission notice
of withdrawal must be timely received by the Depositary at one of its addresses
specified on the back cover of this Offer to Purchase. Any such notice of
withdrawal must specify the name, address and taxpayer identification number of
the person who tendered the Shares to be withdrawn, the number of Shares to be
withdrawn, and (if Share Certificates have been tendered) the name of the
registered holder of the Shares as set forth in the Share Certificate, if
different from that of the person who tendered such Shares. If Share
Certificates have been delivered or otherwise identified to the Depositary,
then, prior to the physical release of such certificates, the tendering
Stockholder must also submit the serial numbers shown on the particular
certificates evidencing the Shares to be withdrawn and the signature on the
notice of withdrawal must be guaranteed by an Eligible Institution, except in
the case of Shares tendered for the account of the Eligible Institution. If
Shares have been tendered pursuant to the procedures for book-entry transfer
described in Section 3, the notice of withdrawal must specify the name and
number of the account at the Book-Entry Transfer Facility to be credited with
the withdrawn Shares, in which case a notice of withdrawal will be effective if
delivered to the Depositary by any method of delivery described in the first
sentence of this paragraph. Withdrawals of Shares may not be rescinded. Any
Shares properly withdrawn will be deemed not validly tendered for purposes of
the Offer, but may be re-tendered at any subsequent time prior to the Expiration
Date by following any of the procedures described in Section 3.
All questions as to the form and validity (including time of receipt) of
notices of withdrawal will be determined by Purchaser, in its sole discretion,
whose determination will be final and binding. None of Purchaser, Parent or any
of their affiliates or assigns, if any, the Dealer Managers, the Depositary, the
Information Agent or any other person will be under any duty to give any
notification of any defects or irregularities in any notice of withdrawal or
incur any liability for failure to give any such notification.
5. CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES. The following is a general
summary of certain U.S. federal income tax consequences of the Offer and the
Merger relevant to a beneficial holder of Shares whose Shares are tendered and
accepted for payment pursuant to the Offer or whose Shares are converted to cash
in the Merger (a 'HOLDER'). The discussion is based on the Internal Revenue Code
of 1986, as amended (the 'CODE'), regulations issued thereunder, judicial
decisions and administrative rulings, all of which are subject to change,
possibly with retroactive effect. The following does not address the U.S.
federal income tax consequences to any category of Holders that may be subject
to special rules (e.g., holders who acquired their Shares pursuant to the
exercise of employee stock options or other compensation arrangements with the
Company, foreign holders, insurance companies, tax-exempt organizations, dealers
in securities and persons who have acquired the Shares as part of a straddle,
hedge, conversion transaction or other integrated investment), nor does it
address the federal income tax consequences to persons who do not hold the
Shares as 'capital assets' within the meaning of Section 1221 of the Code
(generally, property held for investment). Holders should consult their own tax
advisors regarding the U.S. federal, state, local and foreign income and other
tax consequences of the Offer and the Merger.
The receipt of cash for Shares pursuant to the Offer or the Merger will be a
taxable transaction for U.S. federal income tax purposes and may also be a
taxable transaction under applicable state, local and foreign income and other
tax laws. In general, a Holder who sells Shares pursuant to the Offer or has
Shares converted into the right to receive cash pursuant to the Merger will
recognize gain or loss for federal income tax purposes equal to the difference,
if any, between the amount of cash received and the Holder's adjusted tax basis
in the Shares sold pursuant to the Offer or converted into the right to receive
cash pursuant to the Merger. Gain or loss will be determined separately for each
block of Shares
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<PAGE>
(i.e., Shares acquired at the same cost in a single transaction) tendered
pursuant to the Offer or converted into the right to receive cash pursuant to
the Merger. Such gain or loss will be long-term capital gain or loss if the
Holder has held the Shares for more than one (1) year at the time of the
consummation of the Offer or the Merger, as the case may be. Capital gains
recognized by an individual investor (or an estate or certain trusts) upon a
disposition of a Share that has been held for more than one year generally will
be subject to a maximum federal tax rate of 20% or, in the case of a Share that
has been held for one year or less, will be subject to tax at ordinary income
rates. Certain limitations apply to the use of capital losses.
Holders who receive cash pursuant to the exercise of appraisal rights with
respect to their Shares generally will be subject to the same treatment as that
described above for Holders who receive cash for Shares pursuant to the Offer or
the Merger.
6. PRICE RANGE OF THE SHARES; DIVIDENDS. According to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999 (the 'COMPANY'S
1999 ANNUAL REPORT'), the Shares are traded on the NYSE under the symbol 'UAM'.
The following table presents, for the periods indicated, (i) the high and low
sale prices for the Shares, as reported by Bloomberg L.P., and (ii) the amount
of cash dividends per Share declared and paid by the Company, as reported in the
Company's 1999 Annual Report and subsequent reports filed with the Commission:
<TABLE>
<CAPTION>
CASH
HIGH LOW DIVIDENDS
---- --- ---------
<S> <C> <C> <C>
1998
First Quarter..................................... $29.6250 $21.0000 $0.20
Second Quarter.................................... 27.9375 24.4375 0.20
Third Quarter..................................... 29.1875 20.0625 0.20
Fourth Quarter.................................... 26.5000 19.7500 0.20
1999
First Quarter..................................... 26.0000 21.1250 0.20
Second Quarter.................................... 24.3750 20.8750 0.20
Third Quarter..................................... 22.8125 17.3750 0.20
Fourth Quarter.................................... 21.8750 17.5000 0.20
2000
First Quarter..................................... 18.4375 13.7500 0.20
Second Quarter.................................... 24.2500 14.7500 0.20
Third Quarter (through July 14)................... 24.0000 23.2500 0.20
</TABLE>
On June 16, 2000, the last full day of trading prior to the announcement of
the Merger Agreement, the last sales price for the Shares as reported by
Bloomberg L.P. was $20.5625 per Share. On July 14, 2000, the last full day of
trading prior to the commencement of the Offer, the last reported sales price
for the Shares as reported by Bloomberg L.P. was $23.8125 per Share.
STOCKHOLDERS ARE URGED TO OBTAIN A CURRENT MARKET QUOTATION FOR THE SHARES.
Under the terms of the Merger Agreement, the Company is permitted to declare
and pay regular quarterly cash dividends not in excess of $0.20 per Share
without the prior written consent of Parent.
7. EFFECT OF THE OFFER ON THE MARKET FOR THE SHARES; STOCK EXCHANGE LISTINGS;
EXCHANGE ACT REGISTRATION; MARGIN REGULATIONS.
Effect of the Offer on the Market for the Shares. The purchase of Shares
pursuant to the Offer will reduce the number of Shares that might otherwise
trade publicly and could adversely affect the liquidity and market value of the
remaining Shares held by the public. The purchase of Shares pursuant to the
Offer can also be expected to reduce the number of holders of Shares.
NYSE Quotation. The Shares are traded through the NYSE. Depending upon the
number of Shares purchased pursuant to the Offer, the Shares may no longer meet
the requirements of the NYSE for continued listing and may, therefore, be
delisted from the exchange. According to the NYSE's published guidelines, the
NYSE would consider delisting the Shares if, among other things, the number of
publicly-held Shares (excluding Shares held by officers, directors, their
immediate families and other concentrated holdings of 10% or more) was less than
600,000, there were less than 1,200 holders of at
8
<PAGE>
least 100 shares or the aggregate market value of the publicly-held Shares was
less than $5 million. The Company has advised Parent that, as of June 30, 2000,
there were 57,177,404 Shares outstanding and there were approximately 328
holders of record of such Shares (although it is believed that the number of
beneficial owners is higher as many beneficial owners hold their Shares in
'Street' name). If, as a result of the purchase of Shares pursuant to the Offer,
the Shares no longer meet the requirements of the NYSE for continued listing and
the listing of Shares is discontinued, the market for the Shares could be
adversely affected.
If the NYSE were to delist the Shares (which Purchaser intends to cause the
Company to seek if it acquires control of the Company and the Shares no longer
meet the NYSE listing requirements), it is possible that the Shares would trade
on another securities exchange or in the over-the-counter market and that price
quotations for the Shares would be reported by such exchange or through the
National Association of Securities Dealers Automated Quotation System or other
sources. The extent of the public market for the Shares and availability of such
quotations would, however, depend upon such factors as the number of holders
and/or the aggregate market value of the publicly-held Shares at such time, the
interest in maintaining a market in the Shares on the part of securities firms,
the possible termination of registration of the Shares under the Exchange Act
and other factors.
Exchange Act Registration. The Shares are currently registered under the
Exchange Act. The purchase of the Shares pursuant to the Offer may result in the
Shares becoming eligible for deregistration under the Exchange Act. Registration
of the Shares may be terminated upon application by the Company to the
Commission if the Shares are not listed on a 'national securities exchange' and
there are fewer than 300 record holders of Shares. Termination of registration
of the Shares under the Exchange Act would substantially reduce the information
required to be furnished by the Company to its Stockholders and the Commission
and would make certain provisions of the Exchange Act, such as the short-swing
profit recovery provisions of Section 16(b) and the requirements of furnishing a
proxy statement in connection with stockholders' meetings pursuant to Section
14(a), no longer applicable to the Company. If the Shares are no longer
registered under the Exchange Act, the requirements of Rule 13e-3 under the
Exchange Act with respect to 'going private' transactions would no longer be
applicable to the Company. Furthermore, the ability of 'affiliates' of the
Company and persons holding 'restricted securities' of the Company to dispose of
such securities pursuant to Rule 144 promulgated under the Securities Act of
1933, as amended (the 'SECURITIES ACT'), may be impaired or eliminated. If, as a
result of the purchase of Shares pursuant to the Offer or the Merger, the
Company is no longer required to maintain registration of the Shares under the
Exchange Act, the Purchaser intends to cause the Company to apply for
termination of such registration. See Section 11.
Margin Regulations. The Shares are currently 'margin securities' under the
regulations of the Board of Governors of the Federal Reserve System (the
'FEDERAL RESERVE BOARD'), which have the effect, among other things, of allowing
brokers to extend credit on the collateral of such Shares for the purpose of
buying, carrying or trading in securities ('PURPOSE LOANS'). Depending upon
factors such as the number of record holders of the Shares and the number and
market value of publicly-held Shares, following the purchase of Shares pursuant
to the Offer, the Shares might no longer constitute 'margin securities' for
purposes of the Federal Reserve Board's margin regulations and, therefore, could
no longer be used as collateral for Purpose Loans made by brokers. In addition,
if registration of the Shares under the Exchange Act is terminated, the Shares
will no longer constitute 'margin securities.'
8. CERTAIN INFORMATION CONCERNING THE COMPANY. According to the Company's
1999 Annual Report, the Company is a Delaware corporation with its principal
executive offices located at One International Place, Boston, Massachusetts,
02110, and its telephone number is (617) 330-8900.
According to the Company's 1999 Annual Report, 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
subsidiaries, also called its affiliated firms, operate in one business segment,
that is, as investment advisers, managing both domestic and international
investment portfolios for corporate, government and union benefit plans, mutual
funds, individuals, endowments, and foundations. The Company's affiliated firms
primarily specialize in the management of U.S. equities, bonds and cash; other
asset classes under management include international securities, real estate and
stable value assets. Each affiliated firm operates under its own name, with its
own investment
9
<PAGE>
philosophy and approach, and conducts its own investment analysis, portfolio
selection, marketing and client service. Client fees are set by each affiliated
firm based on its own judgment concerning the market for the services it
renders. During any given period, investment results may vary among affiliated
firms. Each affiliated firm is separately regulated under applicable federal,
state, local and foreign law.
Certain Non-Public Information. During the course of discussions between
Parent and the Company that led to the execution of the Merger Agreement, the
Company provided Parent with certain information about the Company and certain
of its affiliated firms and their respective financial performance which is not
publicly available. This information included income statements which, based on
the Company's 'revenue run rate' (i.e., assets under management multiplied by
the applicable client fee rate in respect of such assets) as of May 18, 2000,
indicated for the Company and its subsidiaries, on a consolidated basis,
annualized revenues of $933.3 million (of which the Company's share after
deducting applicable revenue sharing payments would be $373.5 million) and
annualized EBITDA of $315.5 million.
The information in the preceding paragraph was prepared by the Company
solely for internal use and not for publication or with a view to complying with
the published guidelines of the Commission regarding projections or with the
guidelines established by the American Institute of Certified Public Accountants
and is included in this Offer to Purchase only because it was furnished to
Parent. The foregoing information is 'forward-looking' and inherently subject to
significant uncertainties and contingencies, many of which are beyond the
control of the Company, including industry performance, general business,
economic and financial markets conditions, competitive pressures, dependence on
key personnel, adverse changes in applicable laws, regulations or rules
governing the Company's business, tax or accounting matters and other matters
(including the risk factors set forth in Exhibit 99.1 to the Company's 1999
Annual Report). The Company has advised Parent that although the Company
believes the assumptions used in preparing this information were reasonable when
made, such assumptions are inherently subject to significant uncertainties and
contingencies which are impossible to predict and beyond the Company's control.
Accordingly, there can be no assurance, and no representation or warranty is
made, that actual results will not vary materially from those reflected in the
information described above. The inclusion of this information should not be
regarded as an indication that Parent, Purchaser, the Company or anyone who
received this information considered it a reliable prediction of future events,
and this information should not be relied on as such. None of Parent, Purchaser
nor Parent's financial advisors, Credit Suisse First Boston and Chase
Securities, assumes any responsibility for the validity, reasonableness,
accuracy or completeness of the information, or intends to update the
information, and the Company has made no representation to Parent or Purchaser
regarding the information described above. The information has not been adjusted
to reflect the effects of the Offer and the Merger.
Available Information. The Company is subject to the informational filing
requirements of the Exchange Act and, in accordance therewith, is obligated to
file reports, proxy statements and other information with the Commission
relating to its business, financial condition and other matters. Information as
of particular dates concerning the Company's directors and officers, their
remuneration, options granted to them, the principal holders of the Company's
securities and any material interests of such persons in transactions with the
Company is required to be disclosed in proxy statements distributed to the
Stockholders and filed with the Commission. Such reports, proxy statements and
other information should be available for inspection at the public reference
facilities of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549.
Copies of such information also should be obtainable by mail, upon payment of
the Commission's customary charges, by writing to the Commission's principal
office at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also
maintains a website on the internet at http://www.sec.gov that contains reports,
proxy statements and other information relating to the Company which have been
filed via the Commission's EDGAR system.
9. CERTAIN INFORMATION CONCERNING PURCHASER AND PARENT. Purchaser, a
Delaware corporation, was organized to acquire all of the outstanding Shares
pursuant to the Offer and the Merger and has not conducted any unrelated
activities since its organization. All of the outstanding capital stock of
Purchaser is owned by Parent, a public limited company incorporated in England
and Wales. The
10
<PAGE>
principal executive offices of Purchaser and Parent are located at 3rd Floor,
Lansdowne House, 57 Berkeley Square, London W1X 5DH United Kingdom.
Parent 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. Parent has approximately 3.2 million life
assurance policyholders, 2.4 million banking customers, 270,000 general
insurance policyholders, over 700,000 unit trust accounts and, following the
acquisition of Gerrard Group, has `L'57 billion of funds under management.
Except as described in this Offer to Purchase, during the last five years,
none of Purchaser, Parent or, to the best knowledge of Purchaser and Parent, any
of the persons listed in Schedule I hereto (i) has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) or (ii) was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any violation of such
laws. The name, business address, present principal occupation or employment,
five year employment history and citizenship of each director and executive
officer of Purchaser and Parent are set forth in Schedule I hereto.
Except as described in this Offer to Purchase, (i) none of Parent or
Purchaser or, to the best knowledge of Purchaser and Parent, any of the persons
listed in Schedule I hereto or any associate or majority-owned subsidiary of any
such person, beneficially owns or has a right to acquire any equity security of
the Company and (ii) none of Parent or Purchaser or, to the best knowledge of
Parent and Purchaser, any of the other persons referred to above, or any of the
respective directors, executive officers or subsidiaries of any of the
foregoing, has effected any transaction in any equity security of the Company
during the past 60 days. From time to time, various affiliates of Parent may
have, in the ordinary course of their investment advisory business, managed
investments in Shares on behalf of their clients.
Except as described in this Offer to Purchase, (i) none of Parent or
Purchaser or, to the best knowledge of Parent and Purchaser, any of the persons
listed in Schedule I has any contract, arrangement, understanding or
relationship (whether or not legally enforceable) with any other person with
respect to any securities of the Company, including, but not limited to, any
contract, arrangement, understanding or relationship concerning the transfer of
the voting of any such securities, joint ventures, loan or option arrangements,
puts or calls, guarantees of loans, guarantees against loss or the giving or
withholding of proxies and (ii) there have been no contacts, negotiations or
transactions between Parent and Purchaser or any of their respective
subsidiaries or, to the best knowledge of Parent and Purchaser, any of the
persons listed in Schedule I hereto, on the one hand, and the Company or any of
its directors, officers or affiliates, on the other hand, that are required to
be disclosed pursuant to the rules and regulations of the Commission.
10. BACKGROUND OF THE OFFER; CONTACTS WITH THE COMPANY.
In April 1999, Mr. John Kent, Director of Corporate Development of Parent,
met Mr. Norton H. Reamer, Chairman and Chief Executive Officer of the Company,
at an industry conference, where he advised Mr. Reamer of Parent's interest in
visiting the Company to discuss the asset management business in the United
States.
In June 1999, Mr. Kent, Dr. Kevin Carter, Chief Executive Officer of Old
Mutual Asset Managers (UK) Limited, and Mr. Brian Baskir, President of Old
Mutual Investment Advisors, Inc., met with Mr. Reamer and Mr. Charles E.
Haldeman, Jr., then President and Chief Operating Officer of the Company, at the
Company's offices in Boston, Massachusetts. At that meeting, in addition to
discussing the United States asset management business generally, Parent's
representatives conveyed Parent's interest in expanding its global asset
management business and indicated that Parent could be interested in exploring
opportunities that might arise as the Company considered its strategic
alternatives.
In August 1999, representatives of Goldman Sachs contacted representatives
of Parent on behalf of the Company to explore Parent's interest in participating
in various strategic alternatives the Company was considering, including a sale
of the entire company. To facilitate discussions, on August 10, 1999,
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Parent entered into a confidentiality agreement for the purpose of receiving
certain non-public information relating to the Company. Subsequently, Parent
received non-public information concerning the Company from Goldman Sachs.
In mid-August 1999, Mr. Kent and other representatives of Parent met in
Boston with Mr. Reamer, Mr. Franklin H. Kettle, Executive Vice President and
Director of Corporate Development, and Mr. Richard S. Robie, III, Senior Vice
President of the Company. The Company's representatives made certain
presentations regarding the Company and its affiliated firms. Parent's
representatives indicated that Parent might consider formulating a proposal to
acquire the Company, in conjunction with a merchant bank or private equity firm.
In October 1999, representatives of Parent contacted representatives of the
Company to reiterate that Parent would be interested in exploring a possible
acquisition of the Company. Representatives of the Company responded on behalf
of the Company that the Company was not interested in exploring such a
transaction at that time.
On November 4, 1999, Mr. Michael Levett, Chairman and Chief Executive
Officer of Parent, Mr. Eric Anstee, then Group Finance Director (and currently
Chief Executive, Financial Services) of Parent, Mr. Kent and Dr. Carter met with
Mr. Reamer and Mr. Haldeman at Parent's offices in London. At that meeting,
Mr. Kent and Dr. Carter indicated Parent's interest in acquiring a group of the
Company's affiliates having combined assets under management of approximately
$15.5 billion.
Following subsequent discussions among representatives of Parent and the
Company, Mr. Kent sent a letter dated November 19, 1999 to Mr. Reamer and
Mr. Haldeman indicating that Parent's preliminary valuation of these affiliates
was in the range of `L'160-`L'180 million (assuming no debt or surplus cash),
based on the limited financial information that Parent possessed. In that
letter, Parent proposed that the Company provide certain additional information
that would enable the valuation to be refined, and, if the refined valuation
were acceptable, that the Company permit Parent to proceed with full due
diligence, including meetings with senior executives of the affiliates. The
letter stated that it was non-binding and subject to due diligence and
definitive agreements.
On November 29, 1999, the Company announced that Mr. Haldeman had decided to
resign from the Company and that, because Mr. Reamer was less than a year from a
normal retirement date, the Company would begin a search for a new chief
executive officer.
On December 8, 1999, Mr. Kent and other representatives of Parent met with
Mr. Reamer, Mr. William H. Park, Executive Vice President and Chief Financial
Officer of the Company, and representatives of each of the parties' financial
advisors in London to discuss the group of affiliates and Parent's valuation of
them. At that meeting, the Company requested that Parent specify a value for
these affiliates. Parent's representatives indicated that, in addition to
pursuing a transaction involving these affiliates, Parent also wished to explore
the possibility of acquiring the entire Company. Mr. Reamer indicated that the
Company would provide Parent with an update of the information provided in
August.
In a letter dated December 16, 1999 addressed to Mr. Reamer from Mr. Kent,
Parent proposed a `L'170 million valuation for the group of affiliates. That
letter also noted that Parent needed to see additional information that had been
requested in order to complete its due diligence. In addition, Parent proposed
to commence on-site due diligence with the group of affiliates in early January
2000. This letter also stated that it was non-binding and subject to due
diligence and definitive contracts.
From mid-December 1999 through February 2000, representatives of the Company
held additional meetings and exchanged correspondence with representatives of
Parent concerning the appropriate valuation of the group of affiliates. Parent
and the Company were unable to agree on a valuation and did not proceed to due
diligence with respect to the affiliates. Parent also continued to express
interest in the Company as a whole to senior Company management.
In early January 2000, Parent retained Credit Suisse First Boston as
Parent's financial advisor in connection with Parent's possible acquisition of
the Company. In addition, Parent received certain updated non-public information
from the Company.
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In a letter dated March 2, 2000, addressed to Mr. Reamer and members of the
Company Board from Mr. Anstee, Parent noted its belief that consideration of an
acquisition of the entire Company merited priority over consideration of an
acquisition of certain affiliates. In that letter, Parent indicated that it
proposed to bring forward a proposal to acquire 100% of the outstanding common
stock of the Company for around $20 per Share. Parent indicated, further, that
it intended to act in conjunction with a private equity firm, which would
provide a significant minority equity investment. The proposal was non-binding
and contingent upon, among other things, satisfactory completion of due
diligence and discussions with the key personnel at certain Company affiliates,
a 45-day exclusivity period and execution of a mutually acceptable, definitive
purchase agreement.
During the following week, representatives of Goldman Sachs, on behalf of
the Company, and representatives of Credit Suisse First Boston, on behalf of
Parent and the private equity firm, discussed the due diligence process. On
March 14, 2000, Parent and the private equity firm executed separate
confidentiality agreements with the Company. Commencing the following day,
representatives of Parent and the private equity firm conducted limited due
diligence at a data room established by the Company in Boston.
On March 21, 2000, Mr. Kent, Dr. Carter and representatives of the private
equity firm met in New York City with Mr. Reamer, other members of the Company's
senior management and the parties' financial advisors. At that meeting, Parent
and the private equity firm requested access to a number of affiliates to
discuss the proposed transaction. From March 28, 2000 to April 1, 2000,
representatives of Parent and the private equity firm met with senior executives
of certain Company affiliates.
In a letter dated April 5, 2000 addressed to Mr. Reamer from Mr. Kent,
Parent revised its valuation of the Company to around $22 per Share. Parent
requested that it be given additional access to certain of the affiliates with
which it had already met, as well as access to an additional 12 affiliates and
possibly others.
On April 10, 2000, Mr. Reamer and certain directors and other members of
senior Company management met with Mr. Kent and Dr. Carter, representatives of
the private equity firm and the parties' financial advisors in New York City. At
that meeting, the Company agreed to provide access to seven additional
affiliated firms. Mr. Reamer stressed the importance of Parent making a
definitive proposal following Parent's scheduled board of directors meeting on
May 4, 2000, due to the Company's need to appoint a new Chief Executive Officer
on a timely basis. Thereafter, Mr. Kent and Dr. Carter met with senior
management of certain of the affiliated firms to discuss the proposed
transaction and certain aspects of Parent's strategy for the affiliated firms.
In a letter dated April 19, 2000 addressed to Mr. Reamer from Mr. Kent,
Parent expressed strong enthusiasm for pursuing its proposal. Parent described
the necessary work plan to enable it to make a definitive proposal by May 4,
2000. Parent indicated that it needed to satisfy itself about the willingness of
certain specified affiliates to work in a more closely-aligned way with Parent,
access to certain affiliates, including six with which it had not yet met, and
the completion of a detailed due diligence questionnaire by all affiliates.
Parent also indicated that the meetings with affiliates and review of data had
not caused Parent to revise the price of $22 per Share indicated in its prior
letter.
On April 20, 2000, telephone calls were exchanged between the financial
advisors of the Company and Parent in which Parent's financial advisor indicated
that Parent would be willing to consider raising its proposal to $23 per Share.
The Company's financial advisor stated that, given that the Company had neared
the end of its process for selecting a new Chief Executive Officer, if a
definitive agreement was not signed on May 4, 2000, the Company Board would meet
to vote on the appointment of a new Chief Executive Officer.
A number of meetings were held by Parent and the private equity firm with
additional Company affiliate firms between April 13 and May 3, 2000.
On April 27, 2000, the Company's outside legal counsel delivered to Parent
and Parent's outside legal counsel a draft merger agreement relating to the
proposed transaction. From May 1 through 3, 2000, Parent's counsel conveyed to
the Company's counsel Parent's preliminary comments on the proposed agreement,
including Parent's request for a purchase price adjustment related to a decline
in assets under management or revenue run-rate and Parent's request for
additional conditions to the
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tender offer, including conditions related to the obtaining of specified
percentages of client consents on both an overall and an individual affiliate
basis. Representatives of Parent, the Company and their financial and legal
advisors had a series of telephone conversations concerning these issues.
Representatives of the Company reiterated that, in order to be considered by the
Company, Parent had to submit a definitive offer no later than May 4, 2000. In
addition, they advised Parent that the Company would not entertain an offer of
less than $23 per Share.
In a letter dated May 4, 2000 addressed to Mr. Reamer from Mr. Kent, Parent
indicated that it had decided not to submit a definitive offer due, in part, to
incomplete due diligence. In that letter, Parent also noted its understanding
that extensions beyond May 4, 2000 were not possible.
On May 5, 2000, Goldman Sachs, on behalf of the Company, informed Parent
that the Company wished to continue to explore a possible acquisition by Parent.
Between May 8 and 11, 2000, Mr. Anstee and Mr. Reamer, both directly and
through Parent's and the Company's financial advisors, discussed the basis on
which Parent and the Company might restart discussions regarding the proposed
transaction.
On May 16, 2000, the Company announced that Mr. James F. Orr, III had been
appointed President and Chief Executive Officer, succeeding Mr. Reamer, who
became non-executive Chairman of the Board.
On May 17, 2000, Parent retained Chase Securities as a financial advisor in
connection with Parent's possible acquisition of the Company.
On May 17, 2000, a meeting was held in New York City among Mr. Kent,
Dr. Carter, Mr. Orr, Mr. Reamer, other members of the Company's senior
management and the parties' financial advisors. At this meeting, the
participants discussed restarting the discussions between the Company and
Parent. Parent's representatives raised the possibility of existing management
remaining with the Company with responsibility for managing a group of the
Company's affiliates.
In a letter dated May 19, 2000 addressed to Mr. Orr from Mr. Kent, Parent
confirmed the basis on which it would be willing to restart the process,
including a 45- to 60-day due diligence period in which Parent would have full
access to affiliated firms and during which the Company would not make any
material dispositions without Parent's consent. In addition, Parent requested
that the Company negotiate exclusively with Parent during this period in
relation to the acquisition of the entire Company. Parent also indicated that it
was prepared to consider alternative structures involving the continued
participation of the Company's existing management.
On May 24 and 25, 2000, members of the Company's senior management met with
Mr. Kent, Dr. Carter and other members of Parent's management in London to
discuss how to best proceed toward completing a possible transaction. At that
meeting, further due diligence and a timetable to reach definitive agreement by
July 5, 2000 were discussed.
On May 26, 2000, Mr. Levett and Dr. Carter met with Mr. Orr in London and
indicated that Parent was still very interested in a transaction with the
Company. On May 30 and 31, 2000, telephone conference calls were held among
members of the Company's senior management, Dr. Carter, Mr. Kent and
representatives of the private equity firm to discuss the due diligence program
and timetable.
In early June 2000, senior Company management, Mr. Kent, Dr. Carter and the
parties' financial advisors met in Boston to further discuss Parent's plan for
the Company going forward if a transaction were to be completed. Dr. Carter
confirmed that Parent had decided to seek to acquire the Company on its own.
Parent proposed possible incentive compensation arrangements under which certain
members of the Company's senior management team would be eligible for financial
incentives tied to specified increases in the value of the group of affiliates
that Parent proposed they manage following the acquisition. A follow-up meeting
was held the next day in Boston among Company senior management and Dr. Carter,
at which time a proposed due diligence program and schedule were discussed.
Following that meeting, members of Company senior management arranged due
diligence meetings with fifteen Company affiliates to be held at the affiliates'
offices from June 12, 2000 through June 23, 2000. Group meetings among certain
Company affiliates and representatives of Parent were also arranged for
June 26, 27 and 28, 2000 to discuss strategy should a transaction be completed.
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On June 14, 2000, Mr. Orr met with Mr. Levett, Mr. Anstee and other members
of Parent's management to discuss the merits of the transaction. Subsequent to
that meeting, Mr. Orr met with Parent's Board of Directors to discuss the
Company and a possible transaction.
On June 15 and 16, 2000, members of Company senior management met with Mr.
Kent, Dr. Carter and the parties' financial and legal advisors in New York City
to work on the proposed merger agreement and to resolve outstanding issues.
These discussions took place simultaneously with due diligence sessions at
Company affiliates.
On June 16, 2000, in a telephone conversation, Mr. Anstee and Mr. Orr
negotiated a revised offer by Parent pursuant to which, among other things:
(i) Parent would increase its price to $25 per Share, subject to a possible
downward adjustment in the event of a specified decline in the Company's
revenues from assets under management and a possible downward adjustment (which
was incorporated into the Merger Agreement but was subsequently waived by
Parent) related to the sharing of certain costs, each as described in
Section 11 of this Offer to Purchase, and the client consent conditions
described in Section 14 of this Offer to Purchase, (ii) the Company would have
the right to terminate the Merger Agreement in certain circumstances if a
Superior Proposal were made, subject to the Company's paying a termination fee
of $43 million as described in Section 11 of this Offer to Purchase, (iii) in
lieu of continued pre-signing due diligence, Parent would have the right, which
would expire on June 30, 2000, to terminate the Merger Agreement if, as a result
of the failure of representations and warranties made by the Company with
respect to certain of the Company's affiliated firms to be true and correct,
there would be a material adverse effect on that group of affiliated firms taken
as a whole (the 'SPECIAL SUBSIDIARY TERMINATION RIGHT'), and (iv) the Company
would be permitted to continue to pay its regular quarterly cash dividend.
At a meeting on Friday, June 16, 2000 and after the market had closed, the
Company Board approved the transaction as presented, and the Merger Agreement
was executed later that evening. The transaction was publicly announced before
the opening of trading in London, Johannesburg and New York City on Monday,
June 19, 2000.
On June 30, 2000, the Special Subsidiary Termination Right expired without
having been exercised by Parent.
On July 17, 2000, Parent commenced the Offer.
11. PURPOSE OF THE OFFER AND THE MERGER; PLANS FOR THE COMPANY; THE MERGER
AGREEMENT AND OTHER AGREEMENTS; OTHER MATTERS. The purpose of the Offer and the
Merger is to enable Purchaser to acquire control of, and the entire equity
interest in, the Company. The Offer is intended to increase the likelihood that
the Merger will be effected promptly. The purpose of the Merger is to acquire
all outstanding Shares not acquired pursuant to the Offer or otherwise.
Parent intends, as soon as possible after consummation of the Offer and in
accordance with the Merger Agreement, to obtain majority representation on the
Company Board.
Since its demutualisation and initial public offering in July 1999, Parent's
strategic focus has been on the expansion of its asset management businesses in
Europe and the United States. In March 2000, Parent completed the acquisition of
Gerrard Group, a specialist banking, financial services and private-client
stockbroking and wealth management business in the United Kingdom. Parent
believes that the Company will bring to Parent a wide range of investment
products and complementary investment styles. Overall, Parent believes that the
acquisition of the Company will increase Parent's assets under management to
approximately $275 billion. Parent believes that its acquisition of the Company
will create significant opportunities for cross-selling and distribution of
investment products from the Company's client base into Parent's client base and
will be a major step forward towards the aim of developing a focused and
coordinated global asset management business.
According to the Company's 1999 Annual Report, the Company has over 40
wholly-owned subsidiaries, each of which conducts its own investment analysis,
portfolio selection, marketing and client service independently and under its
own name. The Company has advised Parent that, from time to time, the Company
receives and/or actively considers proposals with respect to a sale, transfer or
other similar transaction or a re-equitization transaction involving one or more
of the Company's subsidiaries and the Company may engage in negotiations
relating thereto as it may consider
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appropriate or desirable and in the best interests of the Stockholders, the
Company's affiliates and their clients. (A re-equitization transaction involves
selling and/or granting actual or phantom equity interests in an affiliate to
its principals, sometimes in extinguishment of some or all of their rights under
revenue-sharing agreements.) Under the Merger Agreement, subject to limited
exceptions, any such sale, transfer or similar transaction or re-equitization
transaction requires the prior written consent of Parent. At the Company's
request, Parent has consented to the Company effecting certain re-equitization
transactions that are not, individually or in the aggregate, material to the
Company as a whole.
Parent has had discussions with members of the management of certain Company
affiliates, including affiliates certain officers of which are also members of
the Company Board. These discussions have related, in part, to possible
termination of the existing revenue-sharing arrangements between the Company and
such affiliates under which such officers currently receive compensation.
Parent has also had discussions with certain members of the Company's senior
management regarding compensation and other arrangements pursuant to which they
would continue to manage a portion of the Company's business following
consummation of the Offer. It is currently expected that such arrangements will
involve continued employment for salary and bonus comparable to that currently
in effect, and with incentive plans tied to increasing the value of the business
managed.
Except as noted in this Offer to Purchase, Purchaser and Parent have no
present plans or proposals that would result in an extraordinary corporate
transaction, such as a merger, reorganization, liquidation, or sale or transfer
of assets, involving the Company or any of its subsidiaries or any other
material changes in the Company's capitalization, dividend policy, corporate
structure or business.
THE MERGER AGREEMENT
The following is a summary of the material terms of the Merger Agreement and
is qualified in its entirety by reference to the full text of the Merger
Agreement filed with the Commission and incorporated herein by reference. The
Merger Agreement may be examined, and copies obtained, as described in Section 8
above.
The Offer. The Merger Agreement provides for the commencement of the Offer.
Purchaser may not, without the Company's prior written consent, make any changes
in the terms and conditions of the Offer which (i) impose conditions to the
Offer in addition to those contained in the Merger Agreement, which conditions
are described in Section 14 hereof (the 'TENDER OFFER CONDITIONS'), (ii) modify
or amend the Tender Offer Conditions or any other term of the Offer in a manner
adverse to the Stockholders, (iii) reduce the number of Shares subject to the
Offer, (iv) reduce the Minimum Condition, (v) reduce the Share Price (except as
described herein), (vi) except as provided in the Merger Agreement, extend the
Offer if all of the Tender Offer Conditions are satisfied or waived, or (vii)
change the form of consideration payable in the Offer.
Possible Downward Adjustment to the Offer Price. The Merger Agreement
provides that the Base Share Price is subject to downward adjustment as follows
(with capitalized terms having the meanings given below).
If the LME Amount is less than the Requisite Revenue Percentage and greater
than 75% of the May 31 Amount, the Share Price will be equal to (a) the Base
Share Price multiplied by (b) a quotient, the numerator of which is the LME
Amount plus an amount equal to the product of (i) a percentage equal to 100%
less the Requisite Revenue Percentage multiplied by (ii) the May 31 Amount, and
the denominator of which is the May 31 Amount. If the LME Amount is less than
the Requisite Amount by an amount that is more than 5% of the May 31 Amount
(such shortfall in excess of the May 31 Amount, expressed as a percentage of the
May 31 Amount, being referred to as the 'Additional Revenue Shortfall'), the
Base Share Price will also be reduced by an additional amount equal to (A) the
Base Share Price multiplied by (B) the Additional Revenue Shortfall.
Notwithstanding the foregoing, if, as of the Last Month-End, the Requisite
Consents are obtained, the Base Share Price will not be reduced in respect of a
decline in Aggregate Client Revenues from the May 31 Amount and the Share Price
will be equal to the Base Share Price.
The intended effect of this adjustment is to reduce the Base Share Price by
1% for every 1% (measured with respect to the May 31 Amount) by which the LME
Amount is less than the Requisite
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Amount for the first 5% (measured with respect to the May 31 Amount) shortfall
of the LME Amount from the Requisite Amount, and 2% for every 1% (measured with
respect to the May 31 Amount) by which the LME Amount is less than the Requisite
Amount for any shortfall of the LME Amount from the Requisite Amount in excess
of the first 5% (measured with respect to the May 31 Amount), unless the
Requisite Consents are obtained, in which event the Base Share Price will not be
reduced in respect of a decline in Aggregate Client Revenues.
Notwithstanding the above, if (1) the LME Amount is less than 75% of the May
31 Amount and (2) Purchaser waives the condition described in clause 2 of
Section 14 hereof, the Base Share Price will be adjusted as provided above as if
the LME Amount were equal to 75% of the May 31 Amount.
As used herein, the following terms have the following meanings:
'ADJUSTED ASSETS UNDER MANAGEMENT' means, for any account at a
particular date, the amount of assets under management by the Company or any
of its subsidiaries in that account at May 31, 2000, as adjusted for net
cash flows (additions, withdrawals and reinvestments), new accounts and
terminated accounts from and after May 31, 2000.
'AGGREGATE CLIENT REVENUES' as of any date means the aggregate
annualized investment advisory and subadvisory fees for all investment
advisory and subadvisory client accounts managed by the Company and its
subsidiaries, determined by multiplying the Adjusted Assets Under Management
for each such account on such date by the applicable annual fee rate for
such account at such date (excluding any performance-based fees and certain
other fees as provided in the Merger Agreement).
'LAST MONTH-END' means the most recent calendar month-end prior to
Purchaser's purchase of Shares pursuant to the Offer.
'LME AMOUNT' means the amount of Aggregate Client Revenues as of the
Last Month-End.
'MAY 31 AMOUNT' means the Aggregate Client Revenues as of May 31, 2000.
Under the Merger Agreement, Parent has the right to dispute the Company's
calculation of the May 31 Amount and, if Parent and the Company are unable
to agree on the May 31 Amount, the dispute will be submitted to an
independent accounting firm who will determine the May 31 Amount.
'REQUISITE AMOUNT' means an amount equal to the product of the Requisite
Revenue Percentage multiplied by the May 31 Amount.
'REQUISITE CONSENTS' means certain approvals and consents (in the manner
and to the effect provided in the Merger Agreement) from investment advisory
and subadvisory account clients of the Company and its subsidiaries the
Aggregate Client Revenue of which accounts together represent the Requisite
Amount.
'REQUISITE REVENUE PERCENTAGE' means (x) 90% less (y) the product
(expressed as a percentage) of 1.5% times the number of calendar month-ends
between June 16, 2000 and the Last Month-End, including the Last Month-End
(so that, for instance, if the Last Month-End were August 31, 2000, the
Requisite Revenue Percentage would be 85.5%).
Purchaser will publicly announce the definitive Share Price not less than
ten business days prior to accepting any Shares for purchase pursuant to the
Offer.
In addition to the possible adjustment described above, the Merger Agreement
originally provided that the Base Share Price would be subject to downward
adjustment in an amount equal to 50% of certain costs that might arise in
connection with the restructuring of certain intercompany agreements with an
affiliated firm (calculated on a Fully-Diluted Basis). Parent and Purchaser have
waived this possible adjustment.
Company Board Representation. The Merger Agreement provides that after
Purchaser has accepted and paid for Shares in connection with the Offer,
Purchaser will be entitled to designate enough directors to the Company Board to
give Purchaser majority representation on the Company Board. Notwithstanding the
foregoing, until the Effective Time, the Company Board will have at least three
directors who were directors of the Company on June 16, 2000 (the 'CONTINUING
DIRECTORS'). If the number of Continuing Directors is reduced below three for
any reason, any remaining Continuing
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Directors (or a Continuing Director, if only one remains) will be entitled to
designate persons to those vacant directorships. However, if no Continuing
Directors remain, then the other directors will designate three persons who are
not officers, shareholders or affiliates of Parent or Purchaser to fill the
vacant directorships, and those persons will be Continuing Directors. In
connection with the foregoing, the Company agreed to promptly, at option of the
Purchaser, either increase the size of the Company Board or obtain the
resignation of such number of its current directors as is necessary to enable
Purchaser's designees to be elected or appointed to the Company Board as
provided above.
In the event that Purchaser's designees are appointed or elected to the
Company Board as provided above, after the acceptance for payment of Shares
pursuant to the Offer and prior to the Effective Time, the affirmative vote of
the majority of the Continuing Directors will be required by the Company to (i)
amend or terminate the Merger Agreement, (ii) exercise or waive any of the
Company's rights or remedies under the Merger Agreement, or (iii) extend the
time for performance of Parent's or Purchaser's obligations under the Merger
Agreement.
Consideration to be paid in the Merger. The Merger Agreement provides that,
upon the terms and subject to the conditions of the Merger Agreement, at the
Effective Time, the Purchaser will be merged with and into the Company in
accordance with the DGCL.
At the Effective Time, each Share issued and outstanding immediately prior
to the Effective Time (other than Shares held by Parent, any direct or indirect
subsidiary of Parent, or by any wholly-owned subsidiary of the Company, and
dissenting Shares owned by Dissenting Stockholders who dissent according to the
method described in the following paragraph) will be converted into the right to
receive the Merger Consideration, after surrendering the certificate formerly
representing such Shares. At the Effective Time, each share of common stock of
Purchaser issued and outstanding immediately prior to the Effective Time will
become one validly issued, fully paid and non-assessable share of common stock,
par value $0.01 per share, of the Surviving Corporation. The Merger will become
effective upon the filing of a certificate of merger with the Secretary of State
of the State of Delaware or at another time as may be provided for in the
certificate of merger.
Shares of Common Stock will not be converted into or represent a right to
receive the Merger Consideration if the stockholder (i) has neither voted in
favor of the Merger nor consented to the Merger in writing and (ii) will be
entitled to and will have demanded properly in writing an appraisal for such
Shares in accordance with Section 262 of the DGCL and has not effectively failed
to perfect, and has not withdrawn or lost, such right to an appraisal (a
'DISSENTING STOCKHOLDER'). A Dissenting Stockholder will be entitled only to
those rights that are granted by the applicable provisions of the DGCL, except
that any Shares held by a Dissenting Stockholder at the Effective Time who,
after the Effective Time, withdraws the demand for appraisal or has lost the
right of appraisal, will be deemed to be converted into, as of the Effective
Time, the right to receive the Merger Consideration for each such share.
Option Plans. Pursuant to the Merger Agreement, all options to acquire
Common Stock of the Company (whether vested or unvested) that are outstanding
immediately prior to the Effective Time will be cancelled in exchange for a
payment by the Company to the option holder in cash, as soon as is practicable
after the Effective Time, of an amount equal to the product of (i) the total
number of shares of Common Stock subject to the option and (ii) the excess, if
any, of the Share Price over the exercise price per share subject to the option
(less any applicable withholding taxes). The Company will terminate, effective
prior to the Effective Time, all option plans, programs or arrangements
providing for the grant of options to acquire stock of the Company.
Approval of Stockholders. The Merger Agreement provides that, if required by
applicable law in order to consummate the Merger, the Company will (i) call,
give notice of and convene a special meeting of Stockholders to be held as soon
as practicable following acceptance for payment of Shares by Purchaser pursuant
to the Offer, and (ii) prepare and file with the Commission, and mail to
Stockholders at the earliest practicable date following the expiration or
termination of the Offer, a proxy statement soliciting Stockholder approval of
the Merger Agreement and the Merger. At the stockholders meeting, Parent will
vote, or cause to be voted, all of the Shares then owned by it or any of its
subsidiaries in favor of the approval of the Merger Agreement and the Merger. In
the event that Purchaser acquires at least 90% of the then outstanding Shares
pursuant to the Offer, the parties to the
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Merger Agreement will, subject to the conditions therein and at the request of
Purchaser, take all necessary and appropriate action to cause the Merger to
become effective in accordance with Section 253 of the DGCL as soon as
reasonably practicable after such acquisition, without a meeting of the
Stockholders.
Representations and Warranties. The Merger Agreement contains various
customary representations and warranties of the parties to the Merger Agreement,
which will not survive the Merger. These include, without limitation,
representations and warranties by the Company as to corporate existence and
power, authority relative to and the transactions contemplated by the Merger
Agreement, governmental consents and approvals, non-contravention,
capitalization, public filings, financial statements, information supplied,
absence of certain changes or undisclosed material liabilities, litigation,
taxes, employee benefit and labor matters, compliance with applicable laws,
investment contracts, funds and clients, transactions with affiliates,
insurance, antitakeover statutes, intellectual property, material contracts and
brokers' and finders' fees. Parent and Purchaser have also made certain
representations and warranties with respect to, among other things, corporate
existence and power, authority relative to and the transactions contemplated by
the Merger Agreement, governmental consents and approvals, non-contravention,
information supplied, brokers' and finders' fees and financing.
Conduct of Business Until the Effective Time. The Merger Agreement provides
that until the earlier of the Effective Time or the termination of the Merger
Agreement, unless Parent otherwise approves in writing:
the Company and its subsidiaries will conduct their businesses only in the
ordinary course consistent with past practice and, to the extent consistent
therewith, use reasonable best efforts to preserve its business
organization intact and maintain its existing relations and goodwill with
customers, clients, suppliers, distributors, regulators, creditors and
employees;
the Company and its subsidiaries will not (i) issue, pledge, dispose of or
encumber any capital stock owned by it in any of its subsidiaries, (ii)
amend its charter or bylaws or comparable governing instruments, (iii)
split, combine or reclassify its outstanding shares of stock, (iv)
authorize, declare, set aside or pay any dividend payable in cash, stock or
property in respect of any capital stock other than dividends from its
direct or indirect subsidiaries and other than regular quarterly cash
dividends paid by the Company not in excess of $0.20 per Share, or (v)
repurchase, redeem or otherwise acquire, except in connection with cashless
exercise of outstanding options to acquire Common Stock of the Company, or
permit any of its subsidiaries to purchase or otherwise acquire, any shares
of its stock or any securities convertible into or exchangeable or
exercisable for any shares of its stock;
the Company and its subsidiaries will not (i) issue, sell, pledge, dispose
of or encumber any shares of, or securities convertible into or
exchangeable or exercisable for, or options, warrants, calls, commitments
or rights or agreements of any kind to acquire, any shares of its capital
stock or any voting debt securities or any other material property or
assets (other than Shares issuable pursuant to options outstanding on
June 16, 2000 under the Company option plans referred to in the Merger
Agreement), (ii) other than in the ordinary and usual course of business,
transfer, lease, license, guarantee, sell, mortgage, pledge, dispose of or
encumber any property or assets (including capital stock of any of its
subsidiaries) or incur or modify any material indebtedness or other
liability, (iii) incur any long-term indebtedness (other than replacement
debt as it matures and other than borrowing for working capital purposes
under the Company's revolving credit agreement not in excess of $5
million), or (iv) make, authorize or commit for any capital expenditures to
be paid out of the Company's revenue share other than in amounts less than
$2 million in the aggregate or, by any means, make any acquisition of, or
investment in, assets or stock of any other person or entity to be paid out
of the Company's revenue share (other than seed money not in excess of $2
million), provided, however, that no such acquisition may be of a
controlling interest in any other person;
the Company will not (i) establish, adopt or enter into compensation and
benefit plans except as may be required by law, or contractual obligations
in effect as of June 16, 2000, or as contemplated by the Merger Agreement,
(ii) terminate or make any new, or accelerate the
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vesting or payment of any existing, grants or awards under, or amend or
otherwise modify, any compensation and benefit plans except in the ordinary
course of business to persons other than officers and directors of the
Company or its subsidiaries consistent with past practice or as may be
required by law, or contractual obligations in effect as of June 16, 2000,
or as contemplated by the Merger Agreement, or (iii) increase the salary,
wage, bonus or other compensation of any employees other than normal base
wage and base salary increases (but not as to officers and directors of the
Company) in the ordinary and usual course of business or increases in
connection with promotions in the normal course of business;
the Company and its subsidiaries will not (i) settle or compromise any
material claims or litigation, (ii) pay, discharge, settle or satisfy any
material claims, liabilities or obligations (absolute, accrued, asserted or
unasserted, contingent or otherwise), other than the payment, discharge or
satisfaction of claims, liabilities or obligations in the ordinary and
usual course of business, (iii) except in the ordinary and usual course of
business, modify, amend or terminate any of its material contracts or
waive, release or assign any non-competes in favor of the Company or any of
its subsidiaries, or other material rights or claims, or (iv) make or
change a tax or accounting principle, practice or method unless required by
U.S. generally accepted accounting principles or applicable law, make or
revoke any tax election unless required by applicable law, or resolve any
tax audit or other similar proceeding;
the Company and its subsidiaries will not permit any insurance policy
naming it as a beneficiary or loss-payable payee to be canceled or
terminated except in the ordinary and usual course of business;
the Company and its subsidiaries will not enter into any agreement
containing any provision or covenant limiting in any material respect the
ability of the Company or any subsidiary or affiliate to (i) sell any
products or services of or to any other person, (ii) engage in any line of
business, or (iii) compete with any person;
the Company and its subsidiaries will not enter into any new agreements, or
modify or amend any existing agreements, with any of its subsidiaries,
including re-equitization or marketing support agreements or other
contracts of the Company to finance or otherwise support the operations of
its subsidiaries or compensate employees of its subsidiaries, except as may
not in the aggregate contemplate obligations of the Company (including in
respect of waiving any revenue-sharing) in excess of $3.3 million per year;
and
the Company and its subsidiaries will not (i) take any action that would
cause any representation or warranty of the Company in the Merger Agreement
to become untrue in any material respect or (ii) authorize or enter into an
agreement to do any of the foregoing.
No Solicitation. The Merger Agreement provides that, prior to the Effective
Time, the Company will not, and will not permit or cause any of its subsidiaries
or any of its or its subsidiaries' officers and directors to, and will direct
its and its subsidiaries' employees, agents and representatives (including any
advisor, investment banker, attorney or accountant retained by it or any of its
subsidiaries) ('REPRESENTATIVES') not to, directly or indirectly, initiate,
solicit, encourage (including by way of furnishing non-public information or
assistance) or take any other action to facilitate any inquiries or the making
of any proposal or offer with respect to an Acquisition Proposal (defined
below). The Company also agreed that neither it nor any of its Representatives
will engage in any negotiations concerning, or provide any confidential
information or data to, or have any discussions with, any person relating to an
Acquisition Proposal, whether made before or after the date of the Merger
Agreement, or otherwise facilitate any effort or attempt to make or implement an
Acquisition Proposal. However, the Company may, and may authorize and permit its
employees, agents and Representatives to, prior to the acceptance for payment of
Shares pursuant to the Offer, furnish or cause to be furnished confidential
information and may participate in such negotiations and discussions or take any
of the other prohibited actions described in this paragraph (unless such other
action is subject to the restrictions described in the following paragraph, in
which case such action shall only be permitted in accordance with such
restrictions) with any person that, after June 16, 2000, makes an unsolicited
written Acquisition Proposal if and only to the extent that (A) the Company
Board determines in good faith (after having consulted with outside legal
counsel) that such action is necessary in order for its
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directors to comply with their fiduciary duties under applicable law, (B) prior
to taking such action, the Company (x) provides notice to Parent to the effect
that it intends to take such action and (y) receives from such person an
executed confidentiality agreement in reasonably customary form and in any event
containing terms at least as stringent as those contained in the confidentiality
agreement executed by Parent on March 14, 2000 and described below under the
caption ' -- Confidentiality Agreement' (the 'CONFIDENTIALITY AGREEMENT'), and
(C) the Company promptly advises Parent of the identity of such person and the
terms and conditions of any such Acquisition Proposal. The Company further
agreed in the Merger Agreement to immediately cease and cause to be terminated
any then-existing activities, discussions or negotiations with any parties
previously conducted with respect to any of the foregoing. The Company also
agreed to (1) promptly request each person who had executed a confidentiality
agreement in connection with its consideration of an Acquisition Proposal to
return all confidential information furnished and (2) not to terminate, amend,
modify or waive any provision of any confidentiality or standstill agreement to
which it is a party and to enforce, to the fullest extent permitted under
applicable law, the provisions of any such agreement, including, but not limited
to, by obtaining injunctions to prevent any breaches of such agreement and to
enforce specifically the terms and provisions thereof in any court having
jurisdiction.
Except as provided below, the Company agreed that the Company Board will not
approve any letter of intent, agreement in principle, acquisition agreement or
similar agreement relating to any Acquisition Proposal. The Company may,
however, terminate the Merger Agreement as described in clause 6 under the
caption ' -- Termination of Merger Agreement' below if (i) the Company Board has
received a Superior Acquisition Proposal (defined below), (ii) in light of such
Superior Acquisition Proposal, the Company Board has determined in good faith
(after having consulted with outside legal counsel) that it is necessary for the
Company Board to terminate the Merger Agreement in order to comply with its
fiduciary obligations under applicable law, (iii) the Company has notified
Parent in writing of the terms of the Superior Acquisition Proposal and the
determinations described in clause (ii) above, (iv) at least five business days
following receipt by Parent of the notice referred to in clause (iii) above, and
taking into account any revised proposal made by Parent since receipt of the
notice referred to in clause (iii) above, such Superior Acquisition Proposal
(which may be modified or amended, so long as Parent receives the requisite
notice of any modification or amendment) remains a Superior Acquisition Proposal
and the Company Board has again made the determinations referred to in clause
(ii) above (although no additional time period will be required following such
determinations, unless Parent has, following notice of the determinations
referred to in clause (ii) above, proposed to increase the Share Price, or
otherwise offered to amend the terms of the transaction contemplated by the
Merger Agreement to make them more favorable to the Company and the
Stockholders, in which case the Company will again notify Parent in writing of
the determinations described in clause (ii) above (but provided that the period
specified in this clause (iv) will be two business days in the event of any
subsequent notice with respect to a Superior Acquisition Proposal)), (v) the
Company is in compliance with the provisions described in the preceding
paragraph and this paragraph, (vi) the Company Board concurrently approves, and
the Company concurrently enters into, a definitive agreement providing for the
implementation of such Superior Acquisition Proposal, and (vii) the Company
concurrently pays the Termination Fee described below under the caption
' -- Termination of Merger Agreement' in the manner contemplated thereby.
An 'ACQUISITION PROPOSAL' means any bona fide inquiry, offer or proposal
regarding any of the following (other than the transactions contemplated by the
Merger Agreement): (1) any merger, consolidation, share exchange,
recapitalization, liquidation, dissolution, business combination or other
similar transaction involving the Company or any one or more of its subsidiaries
having, individually or in the aggregate, assets under management in excess of
$10 billion; (2) any sale, lease exchange, mortgage, pledge, transfer or other
disposition of the stock or assets of the Company or one or more subsidiaries of
the Company having, individually or in the aggregate, assets under management in
excess of $10 billion; (3) any tender offer (including a self tender offer) or
exchange offer that, if consummated, would result in any person or group
beneficially owning more than 20% of the outstanding Shares or the filing of a
registration statement under the Securities Act in connection with any such
proposed exchange offer; (4) any acquisition of 20% or more of the outstanding
Shares; or (5)
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any public announcement by the Company or any third party of a proposal, plan or
intention to do any of the foregoing or any agreement to engage in any of the
foregoing.
A 'SUPERIOR ACQUISITION PROPOSAL' means any bona fide unsolicited written
Acquisition Proposal to acquire all or substantially all of the Shares or assets
of the Company which the Company Board determines in its good faith judgment
(after consultation with the Company's independent financial advisor) to be (x)
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 proposal by Parent to amend the terms of the transactions
contemplated by the Merger Agreement) and (y) reasonably capable of being
completed, taking into account all financial, regulatory, legal and other
aspects of such proposal.
Employee Benefit Plans. The Merger Agreement provides that Parent will cause
the employees of the Company as of the Effective Time to continue to be provided
with benefits comparable to those they currently receive under the Company's
employee benefits plans for a period of two years after the Effective Time.
After the Effective Time, for all purposes under the employee benefit plans of
Parent, each Company employee will be credited for his or her years of service
with the Company and its subsidiaries before the Effective Time, to the same
extent that he or she was entitled to any such credit under similar employee
benefit plans maintained by the Company, except to the extent that a credit
would result in a duplication of benefits. Each Company employee will also be
eligible to participate, without any waiting time, in all Parent benefits plans
sponsored for the benefit of Company employees, to the extent that such benefit
plan replaces coverage under a comparable Company benefit plan in which the
employee participated prior to the Effective Time. Parent also agreed to cause
the Surviving Corporation to honor the Company's employee compensation and
benefit plans in accordance with their terms in effect immediately before the
Effective Time. However, subject to certain exceptions, Parent would be
permitted to amend or terminate any Company compensation or benefit plan in
accordance with its terms and subject to applicable law. The Company also agreed
to cause all account balances of participants in the Company's Profit Sharing
and 401(k) Plan to be fully vested immediately prior to the Effective Time.
Indemnification and Insurance. The Merger Agreement obligates Parent to, and
to cause the Surviving Corporation to, indemnify and hold harmless each present
and former director and officer of the Company (determined as of the Effective
Time) against any and all costs or expenses (including reasonable attorneys'
fees), judgments, fines, damages or liabilities incurred in connection with any
claim, lawsuit, proceeding or investigation, arising out of matters existing or
occurring at or prior to the Effective Time, whenever asserted, to the fullest
extent that the Company would have been permitted to indemnify such former
director and officer (and Parent will also advance expenses as incurred to the
fullest extent permitted under applicable law). In addition, the Merger
Agreement obligates the Surviving Corporation to maintain, for a period of at
least six years after the Effective Time, a policy of officers' and directors'
liability insurance for acts and omissions occurring prior to the Effective Time
with coverage in amount and scope at least as favorable as the Company's
existing directors' and officers' liability insurance coverage so long as the
annual premium is not in excess of 300% of the last annual premium paid prior to
the June 16, 2000.
Expenses. The Merger Agreement provides that, whether or not the Merger is
consummated, all costs and expenses incurred in connection with the Merger
Agreement and the Merger and the other transactions contemplated by the Merger
Agreement will be paid by the party incurring such expense, except that (i)
expenses incurred in connection with the filing fee for and the printing and
mailing of the Schedule TO and the Company proxy statement will be shared
equally by Parent and the Company, (ii) Parent will pay the fees of the exchange
agent retained to exchange certificates for Shares for the Share Price pursuant
to the Merger and (iii) all stock transfer, real estate transfer, documentary,
stamp, recording and other similar taxes incurred in connection with the
transactions contemplated by the Merger Agreement will be paid by either
Purchaser or the Surviving Corporation.
Compliance with 1940 Act. Pursuant to the Merger Agreement, each of Parent
and the Company agreed to use its reasonable best efforts to assure compliance
with the applicable provisions of the Investment Company Act of 1940, as amended
(the '1940 ACT'), in connection with the transactions contemplated by the Merger
Agreement. Further, each of Parent and the Company agreed to use its
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reasonable best efforts to obtain requisite approvals, in accordance with the
1940 Act, from each investment advisory or subadvisory client of the Company or
any of its subsidiaries that is registered as an 'investment company' under the
1940 Act, of a new advisory agreement with such client on the same terms as the
current agreement in effect between the Company or any of its subsidiaries and
such client. In addition, the Company agreed to cause its subsidiaries that
provide investment advice and related services to send notices to their clients
(A) informing them of the transactions contemplated by the Merger Agreement, (B)
requesting the consent or approval of the client to the assignment or deemed
assignment of its contract with such subsidiary resulting from the transactions
contemplated by the Merger Agreement, if such client consent is required by
applicable law or pursuant to such contract, (C) affirming the subsidiary's
intention to continue providing the applicable advisory services pursuant to the
then-existing contract following the Effective Time if the client does not
terminate the contract prior to the Effective Time, and (D) stating that the
client's consent will be deemed to have been given if the client continues to
accept advisory services 45 days after the notice without terminating its
contract (unless the client affirmatively states that it does not consent or
terminates the contract prior to Purchaser's acceptance for payment of Shares
pursuant to the Offer). For purposes of the Merger Agreement, Parent has agreed
that consent will be deemed given if no consent is required by applicable law or
client contract and in certain other circumstances set forth in the Merger
Agreement. Parent agreed to use its reasonable best efforts to cooperate with
and assist the Company in obtaining client consents as provided above.
Conditions of the Merger. Pursuant to the Merger Agreement, the obligation
of each party thereto to effect the Merger is subject to the satisfaction or
waiver at or prior to the Effective Time of the following conditions:
the Merger Agreement must have been adopted and the Merger duly approved by
holders of Shares constituting the Company Requisite Vote;
the waiting period applicable to the consummation of the Merger under the
HSR Act must have expired or been terminated;
no court or governmental entity of competent jurisdiction shall have
enacted, issued, promulgated, enforced or entered any law, rule,
regulation, judgment, decree, injunction or other order (whether temporary,
preliminary or permanent) that is in effect and restrains, enjoins or
otherwise prohibits consummation of the Merger; and
Purchaser must have purchased Shares pursuant to the Offer.
Neither Parent, Purchaser nor the Company may rely on the failure of any
condition described above to be satisfied if such failure was caused by such
party's failure to use reasonable best efforts to consummate the Merger and the
transactions contemplated by the Merger Agreement.
Termination of the Merger Agreement. The Merger Agreement may be terminated
and the Merger may be abandoned at any time prior to the Effective Time, whether
before or after approval by Stockholders of the Company, by mutual written
consent of the Company and Parent by action of their respective boards of
directors. In addition, the Merger Agreement may be terminated and the Merger
may be abandoned:
1. by action of the board of directors of either Parent or the Company
if Shares have not been accepted for payment pursuant to the Offer on
or prior to March 4, 2001 (the 'TERMINATION DATE'). However, the
right to terminate the Merger Agreement pursuant to this clause will
not be available to any party that has breached in any material
respect its obligations under the Merger Agreement in any manner that
proximately contributed to the failure of the Offer to be consummated
prior to the Termination Date;
2. by action of the board of directors of either Parent or the Company
if any order of a court or governmental entity permanently
restraining, enjoining or otherwise prohibiting consummation of the
Merger becomes final and non-appealable;
3. by action of the board of directors of Parent if the Company Board
has withdrawn, changed or modified (including by amendment of its
Schedule 14D-9), in any such case in a manner
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adverse to Purchaser or Parent, its approval or recommendation that
stockholders tender their Shares pursuant to the Offer;
4. by action of the board of directors of Parent if, due to an
occurrence or circumstance that would result in a failure to satisfy
any of the Tender Offer Conditions, Purchaser terminates the Offer
without having accepted any Shares for payment or fails to pay for
Shares pursuant to the Offer by the Termination Date, unless, in each
case, such failure to satisfy any of the Tender Offer Conditions was
caused by or resulted from a material breach of any of Parent's or
Purchaser's representations, warranties or covenants contained in the
Merger Agreement;
5. by action of the Company Board, (A) if, due to an occurrence or
circumstance that would result in a failure to satisfy any of the
Tender Offer Conditions, Purchaser has (x) terminated the Offer
without having accepted any Shares for payment, or (y) failed to pay
for Shares pursuant to the Offer by the Termination Date, unless, in
each case, such failure to satisfy any of the Tender Offer Conditions
was caused by or resulted from a material breach of any of the
Company's representations, warranties or covenants contained in the
Merger Agreement or (B) in the event of either (x) a breach by Parent
or Purchaser of any representation or warranty contained in the
Merger Agreement (determined without giving effect to any
qualifications as to 'Parent Material Adverse Effect,' 'material' or
similar qualifications), and excluding those where the failure of
such representations and warranties to be so true and correct
(without giving effect to any qualifications as to 'Parent Material
Adverse Effect,' 'material' or similar qualifications) would not,
individually or in the aggregate, be reasonably likely to have a
Parent Material Adverse Effect), which breach cannot be or has not
been cured within 20 days of when the Company gives Parent written
notice of such a breach, or (y) a material breach by Parent or
Purchaser of any of its covenants or agreements contained in the
Merger Agreement, which breach cannot be or has not been cured within
20 days after the giving of written notice to Parent; or
6. by action of the Company Board, in accordance with the requirements
described in the second paragraph under the caption ' -- No
Solicitation' above.
Notwithstanding the foregoing, the Merger Agreement may not be terminated
except pursuant to clause 2 above at any time after Purchaser has accepted
Shares for payment pursuant to the Offer.
In the event of termination of the Merger Agreement and the abandonment of
the Merger as described above, the Merger Agreement (other than certain
provisions relating to expenses and the Confidentiality Agreement) will become
void and of no effect with no liability on the part of any party thereto (or of
any of its directors, officers, employees, agents, legal and financial advisors
or other representatives). Notwithstanding the foregoing, and except as
otherwise provided in the Merger Agreement, no such termination will relieve any
party to the Merger Agreement of any liability or damages resulting from any
breach of the Merger Agreement.
In the event that the Merger Agreement is terminated by Parent or the
Company pursuant to clause 1 above or by Parent pursuant to clause 3 or 4 above,
and, prior to the date of such termination, any person (other than Parent or any
affiliate of Parent) has made to the Company an Acquisition Proposal or has
publicly announced an intention (whether or not conditional) to make a proposal
or offer relating to an Acquisition Proposal, then the Company must pay to
Parent, no later than two business days after the earlier to occur of (i) the
date of entrance by the Company into a definitive agreement to consummate a
transaction that constitutes that or any other Acquisition Proposal or (ii) the
date any person (other than Parent or any affiliate of Parent) purchases 50% or
more of the assets or voting securities of the Company and its subsidiaries
(provided that any definitive agreement contemplated by clauses (i) and (ii) of
this sentence is entered into by the Company, or if there is no such agreement
with respect to a purchase contemplated by clause (ii), any tender, exchange or
other offer or arrangement for the Company's voting securities is first publicly
disclosed, within 18 months of such termination of the Merger Agreement), an
amount equal to $43 million (the 'TERMINATION FEE'). The Merger Agreement may
not be terminated by the Company pursuant to clause 6 above unless the Company
concurrently pays to Parent an amount equal to the Termination Fee by wire
transfer of immediately available funds.
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CONFIDENTIALITY AGREEMENT
The following is a summary of the material terms of the Confidentiality
Agreement and is qualified in its entirety by reference to the full text of the
Confidentiality Agreement filed with the Commission as an exhibit to the
Schedule TO and incorporated herein by reference. The Confidentiality Agreement
may be examined, and copies obtained, as set forth in Section 8 of this Offer to
Purchase.
Pursuant to the Confidentiality Agreement, Parent agreed:
to provide for the confidential treatment of certain information provided
to Parent concerning the Company;
not to propose any transaction involving the Company or the Company's
securities unless the Company requested in writing that Parent make such
proposal, and not to acquire control of the Company or any of its
securities, businesses or assets (other than ordinary course acquisitions
of securities of the Company by any mutual fund or other investment fund
owned or advised by Parent or its affiliates) for a period of two and a
half years from the date of the Confidentiality Agreement unless consented
to in advance by the Company; and
not to, without the prior written consent of the Company, (i) for a period
of six months from the date of the Confidentiality Agreement, solicit any
employee of the Company or its subsidiaries, and (ii) for a period of two
years from the date of the Confidentiality Agreement, solicit for
employment or employ any employee of the Company or its subsidiaries with
whom Parent had contact or who became known to Parent solely as a result of
Parent's evaluation of the Company. However, Parent's use of general,
non-targeted employment advertising or a recruiting agency not targeted to
employees of the Company or its subsidiaries, or hiring of persons who
contact Parent on their own initiative, is not prohibited under the
Confidentiality Agreement.
The Confidentiality Agreement superceded a substantially similar
confidentiality agreement that Parent entered into on August 10, 1999 in
connection with Parent's initial consideration of a transaction involving the
Company. See Section 10 hereof.
OTHER MATTERS
Statutory Requirements. In general, under the DGCL, a merger of two Delaware
corporations requires the adoption of a resolution by the board of directors of
each of the corporations desiring to merge approving an agreement and plan of
merger containing provisions with respect to certain statutorily specified areas
and the approval of such agreement by the stockholders of each corporation by
the affirmative vote of the holders of a majority of all of the outstanding
shares of stock entitled to vote on such matter. Assuming that the Minimum
Condition is satisfied, upon consummation of the Offer Purchaser would own
sufficient Shares to enable it to satisfy the stockholder approval requirement
to approve the Merger. Purchaser intends to seek to consummate the Merger with
the Company as promptly as practicable after consummation of the Offer.
Appraisal Rights. No appraisal rights, other than those available to
stockholders who elect and are eligible to dissent as provided herein, are
available in connection with the Offer. However, if the Merger is consummated,
stockholders of the Company would have certain rights under Section 262 of the
DGCL to dissent and demand appraisal of, and payment in cash of the fair value
of, their Shares. Such rights, if the statutory procedures were complied with,
could lead to a judicial determination of the fair value (excluding any element
of value arising from the accomplishment or expectation of the Merger) required
to be paid in cash to such dissenting holders for their Shares. Any such
judicial determination of the fair value of Shares could be based upon
considerations other than, or in addition to, the price paid in the Offer and
the market value of the Shares, including asset values and the investment value
of the Shares. The value so determined could be more or less than the purchase
price per Share pursuant to the Offer or the consideration per Share to be paid
in the Merger. THE FOREGOING SUMMARY OF THE RIGHTS OF DISSENTING STOCKHOLDERS
UNDER THE DGCL DOES NOT PURPORT TO BE A COMPLETE STATEMENT OF THE PROCEDURES TO
BE FOLLOWED BY STOCKHOLDERS DESIRING TO EXERCISE ANY AVAILABLE DISSENTERS'
RIGHTS. THE PRESERVATION AND EXERCISE OF DISSENTERS' RIGHTS REQUIRE STRICT
ADHERENCE TO THE APPLICABLE PROVISIONS OF THE DGCL.
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'Going Private' Transactions. The Commission has adopted Rule 13e-3 under
the Exchange Act which is applicable to certain 'going private' transactions and
which may under certain circumstances be applicable to the Merger or another
business combination following the purchase of Shares pursuant to the Offer in
which Purchaser seeks to acquire the remaining Shares not held by it. However,
Rule 13e-3 would be inapplicable if (i) the Shares are deregistered under the
Exchange Act prior to the Merger or other business combination or (ii) the
Merger or other business combination is consummated within one year after the
purchase of the Shares pursuant to the Offer and the amount paid per Share in
the Merger or other business combination is at least equal to the amount paid
per Share in the Offer. If applicable, Rule 13e-3 requires, among other things,
that certain financial information concerning the fairness of the proposed
transaction and the consideration offered to minority stockholders in such
transaction be filed with the Commission and disclosed to stockholders prior to
the consummation of the transaction.
12. SOURCE AND AMOUNT OF FUNDS. The Offer and the Merger are not subject to
any financing condition. The total amount of funds required by Purchaser and
Parent to consummate the Offer and the Merger, to pay related fees and expenses
and to retire outstanding indebtedness of the Company which may become due as a
result of the Offer and the Merger is estimated to be approximately $2.3
billion. Purchaser expects to obtain these funds in the form of capital
contributions and/or loans, directly or indirectly, from Parent. Parent intends
to obtain these funds from a combination of available cash resources and
borrowings under Parent's existing `L'300 million revolving credit facility with
National Westminster Bank plc, as facility agent (the 'EXISTING FACILITY'), and
a proposed new $1.6 billion one-year revolving credit facility (the 'NEW
FACILITY') in respect of which Parent has received a commitment letter from
Barclays Bank PLC, Citibank, N.A. and National Westminster Bank plc. Borrowings
under the Existing Facility bear interest at a rate per annum equal to LIBOR
plus 0.4%. The Existing Facility will expire on August 18, 2002. Pursuant to the
commitment letter, the banks' commitments to provide the New Facility (a) will
expire on August 31, 2000 unless definitive agreements with respect to the New
Facility are signed on or before such date and (b) are subject to certain
customary conditions, including the banks' satisfaction with their due diligence
and the absence of any material adverse change in the business or financial
condition of Parent and its subsidiaries taken as a whole or change in
financial, capital or loan syndication markets which in the opinion of the banks
can reasonably be expected to prejudice the successful syndication of the New
Facility. Borrowings under the New Facility will bear interest at a rate per
annum equal to LIBOR plus a margin ranging from 0.6% to 0.9%, depending on the
aggregate size of the New Facility. Parent will be required to prepay the New
Facility in certain circumstances, including with the proceeds of certain asset
dispositions and equity issuances. Stockholders should note that definitive
agreements with respect to the New Facility have not been finalized and,
accordingly, this summary of the New Facility is in all respects subject to the
terms to be set forth in the definitive agreements and is qualified in its
entirety by reference to the commitment letter which is filed as an exhibit to
the Schedule TO to which this Offer to Purchase is also an exhibit.
13. DIVIDENDS AND DISTRIBUTIONS. In the Merger Agreement, the Company has
agreed not (i) to declare, set aside or pay any dividend on any of its capital
stock, other than regular quarterly cash dividends paid by the Company not in
excess of $0.20 per Share; or (ii) redeem, repurchase or otherwise acquire
(except in connection with cashless exercises of outstanding stock options) any
shares of its stock, or any securities convertible into or exchangeable for any
shares of its stock, or issue, sell or otherwise dispose of any shares or
securities convertible into or exercisable for, or options, warrants or rights
to acquire, any shares of stock (other than Common Stock issuable pursuant to
options and warrants that were outstanding as of June 16, 2000).
If, on or after the date of the Merger Agreement, the Company declares or
pays any dividend on the Shares (other than regular quarterly cash dividends not
in excess of $0.20 per Share) or any distribution (including, without
limitation, the issuance of additional Shares pursuant to a stock dividend or
stock split, the issuance of other securities or the issuance of rights for the
purchase of any securities) with respect to the Shares that is payable or
distributable to Stockholders of record on a date prior to the transfer into the
name of Purchaser or its nominees or transferees on the Company's stock transfer
records of the Shares purchased pursuant to the Offer, and if Shares are
purchased in the Offer, then, without prejudice to Purchaser's rights under
Section 14, (i) the purchase price per Share payable by
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<PAGE>
Purchaser pursuant to the Offer will be reduced by the amount of any such cash
dividend or cash distribution and (ii) any such non-cash dividend, distribution,
issuance, proceeds or right to be received by the tendering Stockholders shall
(a) be received and held by the tendering Stockholders for the account of
Purchaser and will be required to be promptly remitted and transferred by each
tendering Stockholder to the Depositary for the account of Purchaser,
accompanied by appropriate documentation of transfer or (b) at the direction of
Purchaser, be exercised for the benefit of Purchaser, in which case the proceeds
of such exercise will promptly be remitted to Purchaser. Pending such remittance
and subject to applicable law, Purchaser will be entitled to all rights and
privileges as owner of any such non-cash dividend, distribution, issuance,
proceeds or right and may withhold the entire purchase price or deduct from the
purchase price the amount or value thereof, as determined by Purchaser in its
sole discretion.
14. CERTAIN CONDITIONS OF THE OFFER. Notwithstanding any other provision of
the Offer or the Merger Agreement, Purchaser will not be required to accept for
payment, or (subject to any applicable rules and regulations of the Commission)
pay for, and may delay the acceptance for payment of, any Shares (and may
terminate or, subject to the terms of the Merger Agreement, amend the Offer), if
(A) at the Expiration Date, the Minimum Condition shall not have been satisfied,
or (B) the waiting period applicable to the transactions contemplated by the
Merger Agreement under the HSR Act shall not have expired or been terminated,
and certain other regulatory reports or other filings and consents,
registrations, approvals, permits or authorizations shall not have been made or
obtained, as the case may be, or (C) at any time on or after June 16, 2000 and
before Purchaser's acceptance for payment of Shares, any of the following
conditions exists or shall have occurred and remain in effect:
1. there shall be pending or overtly threatened any action by any
governmental entity, or any applicable law enacted, entered, enforced or
deemed applicable to the Offer, (i) that would reasonably be expected to
or which does prohibit or impose any material limitations on Parent's or
Purchaser's ownership or operation (or that of any of their respective
subsidiaries or affiliates) of all or a material portion of their or the
Company's or any of its subsidiaries' businesses or assets, or to compel
Parent or Purchaser or their respective subsidiaries and affiliates to
dispose of or hold separate any material portion of the business or
assets of the Company or Parent or Purchaser and their respective
subsidiaries, in each case taken as a whole, (ii) that would reasonably
be expected to or which does make the acceptance for payment of, or the
payment for, some or all of the Shares illegal or otherwise prohibiting,
restricting or significantly delaying acceptance for payment of Shares
in the Offer or consummation of the Merger or the performance of any of
the other transactions contemplated by the Merger Agreement, or that
would reasonably be expected to obtain from the Company or Purchaser any
damages that are material in relation to the Company and its
subsidiaries as taken as a whole, (iii) that would reasonably be
expected to or which does impose material limitations on the ability of
Purchaser, or render Purchaser unable, to acquire or hold or to exercise
effectively all material rights of ownership of the Shares, including,
the right to vote any Shares purchased by Purchaser on all matters
properly presented to the stockholders of the Company, or effectively to
control in any material respect the business, assets or operations of
the Company, its subsidiaries or Purchaser or any of their respective
affiliates, (iv) that would reasonably be expected to or which does
impose circumstances under which the purchase or payment for some or all
of the Shares pursuant to the Offer and Merger would reasonably be
expected to have a Parent Material Adverse Effect, or (v) which
otherwise would reasonably be expected to have a Company Material
Adverse Effect (as defined below);
2. as of the Last Month-End, there shall not have been obtained approvals
and consents (in the manner and to the effect provided in the Merger
Agreement) from investment advisory and subadvisory account clients of
the Company and its subsidiaries the Aggregate Client Revenue of which
accounts as of such date together represent 75% or more of the May 31
Amount;
3. as of the Last Month-End, there shall not have been obtained approvals
and consents (in the manner and to the effect provided in the Merger
Agreement) from investment advisory and subadvisory account clients of
the subsidiaries of the Company listed below (the 'DESIGNATED
SUBSIDIARIES') the Aggregate Client Revenue of which accounts as of such
date together represent 80% or more of the sum of the Aggregate Client
Revenue of the Designated
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<PAGE>
Subsidiaries as of May 31, 2000. 'Designated Subsidiaries' means
Provident Investment Counsel, Inc., Clay Finlay, Inc., Acadian Asset
Management, Inc., NWQ Investment Management Company, Inc., Dwight
Asset Management Company and Barrow, Hanley, Mewhinney & Strauss, Inc.;
4. as of the Last Month-End, there shall not have been obtained approvals
(in the manner and to the effect provided in the Merger Agreement) from
the board of directors and (in the case of subadvisory relationships)
investment advisor of each client that is registered as an 'investment
company' under the 1940 Act (a 'PBA FUND CLIENT') of Pilgrim, Baxter &
Associates (a subsidiary of the Company), the Aggregate Client Revenue
of which client accounts as of such date together represent 90% or more
of the sum of the Aggregate Client Revenue of PBA Fund Clients as of May
31, 2000;
5. there shall have occurred any changes, events, effects or developments
that, individually or in the aggregate, constituted, or that would
reasonably be expected to constitute, a Company Material Adverse Effect;
6. the Merger Agreement shall have been terminated in accordance with its
terms;
7. (i) the Company Board shall have withdrawn, changed or modified
(including by amendment of its Schedule 14D-9), in any such case in a
manner adverse to Purchaser or Parent, its approval or recommendation of
the Offer, the Merger Agreement or the Merger or recommended an
Acquisition Proposal, or adopted any resolution to effect any of the
foregoing, or (ii) the Company Board shall have recommended any proposal
other than the Merger Agreement in respect of an Acquisition Proposal;
provided, however, that any public statement by the Company that (A) it
has received an Acquisition Proposal or otherwise taken any action
permitted by the provisions of the Merger Agreement described in the
first paragraph under the caption ' -- The Merger Agreement -- No
Solicitation' in Section 11 hereof or (B) otherwise describes the
operation of the provisions of the Merger Agreement relating to an
Acquisition Proposal, termination or the Company Board's approval or
recommendation of the Merger Agreement or the transactions contemplated
thereby, will not, in and of themselves, be deemed to be a public
proposal to withdraw, change or modify the Company Board's approval or
recommendation for the purposes of this clause;
8. the representations and warranties of the Company set forth in the
Merger Agreement shall not be true and correct (without giving effect to
any qualifications as to 'Company Material Adverse Effect,' 'material'
or similar qualifications) on and as of the Expiration Date as though
made on and as of the Expiration Date (except to the extent any such
representation or warranty expressly speaks as of an earlier or
different date, and except for changes contemplated or permitted by the
terms hereof) except, in either case, where the failure of such
representations and warranties to be so true and correct (without giving
effect to any qualifications as to 'Company Material Adverse Effect,'
'material' or similar qualifications) would not, in the aggregate, have
a Company Material Adverse Effect;
9. the Company shall not have performed in all material respects all
obligations required to be performed by it under the Merger Agreement at
or prior to the Expiration Date; or
10. there shall have occurred and be continuing (i) any general suspension
of trading in, or limitation on prices for, securities on the NYSE or
the London Stock Exchange (excluding any coordinated trading halt
triggered as a result of a specified decrease in a market index) related
to market conditions, (ii) a declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States or the
United Kingdom by any governmental entity, (iii) any material mandatory
limitation by any governmental entity on the extension of credit by
banks or other lending institutions in the United Kingdom, or (iv) a
commencement of a war directly or indirectly involving the United States
or the United Kingdom.
The Merger Agreement defines 'COMPANY MATERIAL ADVERSE EFFECT' as a material
adverse effect on the financial condition, operations, properties, business or
results of operations of the Company and its subsidiaries taken as a whole
(other than any change or effect arising out of (A) a decline or deterioration
in the economy or the capital markets in general or the markets in which the
Company and its subsidiaries operate, or (B) the Merger Agreement or the
transactions contemplated thereby or
28
<PAGE>
the announcement thereof) or an effect which is reasonably likely to prevent,
materially delay or materially impair the ability of the Company to consummate
the transactions contemplated by the Merger Agreement or to carry on the
business of the Company and its subsidiaries, taken as a whole, substantially in
the same manner as currently conducted.
The Tender Offer Conditions are for the sole benefit of Parent and
Purchaser, and Parent or Purchaser may assert the failure of any of the Tender
Offer Conditions regardless of the circumstances (other than any circumstance
arising solely by any action or inaction by Parent or Purchaser) giving rise to
any such failure. The Company may not assert the failure of, or waive, any
Tender Offer Condition without the prior written consent of Parent and
Purchaser, and if Parent or Purchaser elects to waive any such condition to the
Offer (which Parent or Purchaser may do in whole or in part at any time and from
time to time), the Company has agreed to cooperate and comply with such
election. The failure by Parent or Purchaser at any time to exercise any of its
rights under the Merger Agreement will not be deemed a waiver of any such right,
and each such right will be deemed an ongoing right that may be asserted at any
time and from time to time.
The Merger Agreement also permitted Parent and Purchaser to condition the
Offer upon approval of Parent's shareholders if such approval was required by
applicable law or London Stock Exchange requirement. Such approval is not
required and therefore is not a condition to the Offer.
15. CERTAIN LEGAL MATTERS; REQUIRED REGULATORY APPROVALS. Except as
described in Section 14 or this Section 15, based on information provided by the
Company, none of the Company, Purchaser or Parent is aware of any license or
regulatory permit that appears to be material to the business of the Company and
its subsidiaries, taken as a whole, that might be adversely affected by the
acquisition of Shares by Parent or Purchaser pursuant to the Offer, the Merger
or otherwise, or any approval or other action by any governmental,
administrative or regulatory agency or authority, domestic or foreign, that
would be required prior to the acquisition of Shares by Purchaser pursuant to
the Offer, the Merger or otherwise. Should any such approval or other action be
required, Purchaser and Parent presently contemplate that such approval or other
action will be sought, except as described below under ' -- State Antitakeover
Statutes.' While, except as otherwise described in this Offer to Purchase,
Purchaser does not presently intend to delay the acceptance for payment of, or
payment for, Shares tendered pursuant to the Offer pending the outcome of any
such matter, there can be no assurance that any such approval or other action,
if needed, would be obtained or would be obtained without substantial conditions
or that failure to obtain any such approval or other action might not result in
consequences adverse to the Company's business or that certain parts of the
Company's business might not have to be disposed of, or other substantial
conditions complied with, in the event that such approvals were not obtained or
such other actions were not taken or in order to obtain any such approval or
other action. If certain types of adverse action are taken with respect to the
matters discussed below, Purchaser could decline to accept for payment, or pay
for, any Shares tendered. See Section 14 for certain conditions to the Offer,
including conditions with respect to governmental actions.
Federal Reserve Board Regulations. Regulations T, U and X (the 'MARGIN
REGULATIONS') of the Federal Reserve Board restrict the extension or maintenance
of credit for the purpose of buying or carrying margin stock, including the
Shares, if the credit is secured directly or indirectly by margin stock. Such
secured credit may not be extended or maintained in an amount that exceeds the
maximum loan value of all the direct and indirect collateral securing the
credit, including margin stock and other collateral. The financing of the Offer
will not be directly or indirectly secured by the Shares or other securities
which constitute margin stock and, accordingly, will comply with the Margin
Regulations.
State Antitakeover Statutes. Section 203 of the DGCL, in general, prohibits
a Delaware corporation, such as the Company, from engaging in a 'Business
Combination' (defined as a variety of transactions, including mergers) with an
'Interested Stockholder' (defined generally as a person that is the beneficial
owner of 15% or more of the outstanding voting stock of the subject corporation)
for a period of three years following the date that such person became an
Interested Stockholder unless, prior to the date such person became an
Interested Stockholder, the board of directors of the corporation approved
either the Business Combination or the transaction that resulted in the
stockholder becoming an Interested Stockholder. In the Merger Agreement the
Company has represented that, by virtue of the approval of the Company Board,
the provisions of Section 203 of the DGCL are not applicable to the Offer and
the Merger.
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<PAGE>
A number of states have adopted laws and regulations that purport to apply
to attempts to acquire corporations that are incorporated in such states, or
whose business operations have substantial economic effects in such states, or
which have substantial assets, security holders, employees, principal executive
officers or principal places of business in such states. In Edgar v. MITE Corp.,
the Supreme Court of the United States (the 'SUPREME COURT') invalidated on
constitutional grounds the Illinois Business Takeover statute, which, as a
matter of state securities law, made certain corporate acquisitions more
difficult. However, in 1987, in CTS Corp. v. Dynamics Corp. of America, the
Supreme Court held that the State of Indiana may, as a matter of corporate law
and, in particular, with respect to those aspects of corporate law concerning
corporate governance, constitutionally disqualify a potential acquiror from
voting on the affairs of a target corporation without the prior approval of the
remaining stockholders. The state law before the Supreme Court was by its terms
applicable only to corporations that had a substantial number of stockholders in
the State and were incorporated there.
Parent and Purchaser do not believe that the antitakeover laws and
regulations of any state other than the State of Delaware will by their terms
apply to the Offer, and, except as described above with respect to Section 203
of the DGCL, neither Parent nor Purchaser has attempted to comply with any state
antitakeover statute or regulations. Purchaser reserves the right to challenge
the applicability or validity of any state law purportedly applicable to the
Offer and nothing in this Offer to Purchase or any action taken in connection
with the Offer is intended as a waiver of such right. If it is asserted that any
state antitakeover statute is applicable to the Offer and an appropriate court
does not determine that it is inapplicable or invalid as applied to the Offer,
Purchaser might be required to file certain information with, or to receive
approvals from, the relevant state authorities, and Purchaser might be unable to
accept for payment or pay for Shares tendered pursuant to the Offer or may be
delayed in consummating the Offer. In such case, Purchaser may not be obligated
to accept for payment, or pay for, any Shares tendered pursuant to the Offer.
See Section 14.
Antitrust. The Offer and the Merger are subject to the HSR Act, which
provides that certain acquisition transactions may not be consummated unless
certain information has been furnished to the Antitrust Division of the
Department of Justice (the 'ANTITRUST DIVISION') and the Federal Trade
Commission (the 'FTC') and certain waiting period requirements have been
satisfied.
Parent and the Company filed their Notification and Report Forms with
respect to the Offer under the HSR Act on July 13, 2000. The waiting period
under the HSR Act with respect to the Offer will expire at 11:59 p.m., New York
City time, on July 28, 2000, unless early termination of the waiting period is
granted. However, the Antitrust Division or the FTC may extend the waiting
period by requesting additional information or documentary material from Parent
or the Company. If such a request is made, such waiting period will expire at
11:59 p.m., New York City time, on the tenth day after substantial compliance by
Parent with such request. Only one extension of the waiting period pursuant to a
request for additional information is authorized by the HSR Act. Therefore, any
further extension of the waiting period may occur only with the consent of
Parent. In practice, complying with a request for additional information or
material can take a significant amount of time. In addition, if the Antitrust
Division or the FTC raises substantive issues in connection with a proposed
transaction, the parties frequently engage in negotiations with the relevant
governmental agency concerning possible means of addressing those issues and may
agree to delay consummation of the transaction while such negotiations continue.
The relevant governmental agency may also seek to prevent the consummation of
the transaction as discussed below. Purchaser will not accept for payment Shares
tendered pursuant to the Offer unless and until the waiting period requirements
imposed by the HSR Act with respect to the Offer have been satisfied. See
Section 14.
The FTC and the Antitrust Division frequently scrutinize the legality under
the Antitrust Laws of transactions such as Purchaser's acquisition of Shares
pursuant to the Offer and the Merger. At any time before or after Purchaser's
acquisition of Shares, the Antitrust Division or the FTC could take such action
under the Antitrust Laws as it deems necessary or desirable in the public
interest, including seeking to enjoin the acquisition of Shares pursuant to the
Offer or otherwise seeking divestiture of Shares acquired by Purchaser or
divestiture of substantial assets of Parent or its subsidiaries. Private
parties, as well as state governments, may also bring legal action under the
Antitrust Laws under certain circumstances. There can be no assurance that a
challenge the Offer or other acquisition of Shares by Purchaser on antitrust
grounds will not be made or, if such a challenge is made, of the result. See
30
<PAGE>
Section 14 for certain conditions to the Offer, including conditions with
respect to litigation and certain governmental actions.
As used in this Offer to Purchase, 'Antitrust Laws' mean and include the
Sherman Act, as amended, the Clayton Act, as amended, the HSR Act, the Federal
Trade Commission Act, as amended, and all other federal and state statutes,
rules, regulations, orders, decrees, administrative and judicial doctrines, and
other laws that are designed or intended to prohibit, restrict or regulate
actions having the purpose or effect of monopolization or restraint of trade.
There can be no assurance that a challenge to the Merger on competition
grounds will not be made or, if such a challenge is made, of the result.
Other Regulatory Approvals. The Offer and Merger are subject to (i) the
submission of certain applications, notices or other filings by Purchaser,
Parent or the Company, and/or (ii) the receipt of necessary approvals, consents
or statements of non-disapproval from federal and state governmental, regulatory
or self-regulatory authorities in the United States and from governmental and
regulatory authorities in other countries, including Australia, Bahrain,
Bermuda, Canada, France, Japan, The Netherlands, Singapore and the United
Kingdom. Included among these filings, in the United States, certain of
Company's subsidiaries, which are members of the National Association of
Securities Dealers ('NASD'), must file notices of proposed change in control
with the NASD at least 30 days before Purchaser consummates the Offer. In
addition, Parent must obtain statements of non-disapproval from the U.S. Office
of the Comptroller of the Currency and approval from the Maryland Commissioner
of Financial Regulation to acquire control of Company's depository institution
subsidiaries. See Section 14 hereof.
16. CERTAIN FEES AND EXPENSES. Credit Suisse First Boston and Chase
Securities are acting as co-Dealer Managers in connection with the Offer and are
acting also as financial advisors to Parent in connection with the proposed
acquisition of the Company. Parent has agreed to pay to (i) Credit Suisse First
Boston a fee equal to 0.50% of the total consideration paid in the Offer and the
Merger, including all cash paid to the Company's stockholders and optionholders,
all debt remaining on the Company's financial statements and other indebtedness
assumed by Parent, payable upon the closing of the Offer, and (ii) Chase
Securities a fee equal to $4.2 million, payable upon the closing of the Offer,
and, if the transaction is terminated or abandoned under circumstances where
Parent is entitled to the Termination Fee, Parent agreed to pay Chase Securities
33% of the Termination Fee promptly following Parent's receipt thereof, but in
no event more than $4.2 million. Parent has agreed to reimburse each of Credit
Suisse First Boston and Chase Securities for all out-of-pocket expenses
respectively incurred by them. In addition, Parent has agreed to indemnify each
of Credit Suisse First Boston and Chase Securities against certain liabilities
and expenses in connection with the proposed acquisition, including liabilities
under the federal securities laws. Credit Suisse First Boston, Chase Securities
and their respective affiliates have from time to time rendered, and continue to
render, various investment banking services to Parent and its affiliates for
which they are paid customary fees. In the ordinary course of their respective
businesses, Credit Suisse First Boston, Chase Securities and their respective
affiliates may actively trade in the Shares for their own account and for the
account of their customers and, accordingly, may at any time hold a long or
short position in the Shares.
Innisfree M&A Incorporated has been retained by Purchaser as Information
Agent in connection with the Offer. The Information Agent may contact holders of
Shares by mail, telephone, facsimile, e-mail and personal interview and may
request brokers, dealers and other nominee stockholders to forward material
relating to the Offer to beneficial owners. The Information Agent will receive
customary compensation for its services in connection with the Offer, will be
reimbursed for its reasonable out-of-pocket expenses and will be indemnified
against certain liabilities and expenses, including liabilities under the
federal securities laws.
In addition, ChaseMellon Shareholder Services, L.L.C. has been retained by
the Purchaser as the Depositary in connection with the Offer. The Depositary has
not been retained to make solicitations or recommendations in its role as
Depositary. The Depositary will receive customary compensation for its services
in connection with the Offer, will be reimbursed for its reasonable
out-of-pocket expenses and will be indemnified against certain liabilities and
expenses, including liabilities under the federal securities laws.
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Except as described above, Purchaser will not pay any fees or commissions to
any broker, dealer or other person (other than the Information Agent and the
Dealer Managers) for soliciting tenders of Shares pursuant to the Offer.
Brokers, dealers, commercial banks and trust companies and other nominees will,
upon request, be reimbursed by Purchaser for customary clerical and mailing
expenses incurred by them in forwarding materials to their customers.
17. MISCELLANEOUS. The Offer is not being made to (nor will tenders be
accepted from or on behalf of) holders of Shares residing in any jurisdiction in
which the making of the Offer or the acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such jurisdiction or
any administrative or judicial action pursuant thereto. However, Purchaser may,
in its discretion, take such action as it may deem necessary to make the Offer
in any jurisdiction and extend the Offer to holders of Shares in such
jurisdiction.
In jurisdictions whose laws require that the Offer be made by a licensed
broker or dealer, the Offer shall be deemed to be made on Purchaser's behalf by
the Dealer Managers or by one or more registered brokers or dealers licensed
under the laws of such jurisdiction.
Purchaser has filed with the Commission the Schedule TO, together with
exhibits, pursuant to Rule 14d-3 of the General Rules and Regulations under the
Exchange Act, furnishing certain additional information with respect to the
Offer, and may file amendments thereto. Such Schedule TO and any amendments
thereto, including exhibits, may be examined and copies may be obtained from the
office of the Commission in the same manner as described in Section 8 with
respect to information concerning the Company.
No person has been authorized to give any information or to make any
representation on behalf of Purchaser not contained in this Offer to Purchase or
in the Letter of Transmittal and, if given or made, any such information or
representation must not be relied upon as having been authorized. Neither the
delivery of the Offer to Purchase nor any purchase pursuant to the Offer will,
under any circumstances, create any implication that there has been no change in
the affairs of Parent, Purchaser or the Company since the date as of which
information is furnished or the date of this Offer to Purchase.
OM ACQUISITION CORP.
July 17, 2000
32
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SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS OF
PURCHASER AND PARENT
A. DIRECTORS AND EXECUTIVE OFFICERS OF PURCHASER
The following table sets forth the name, citizenship, present principal
occupation or employment and material occupation, positions, offices or
employment for the past five years of each director and executive officer of
Purchaser. The business address of each such person is 3rd Floor, Lansdowne
House, 57 Berkeley Square, London W1X 5DH, United Kingdom.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND FIVE-YEAR
NAME CITIZENSHIP EMPLOYMENT HISTORY
---- ----------- ------------------
<S> <C> <C>
John Kent........................... United Kingdom Mr. Kent is a director and the
President of Purchaser. He is also
Head of Corporate Development of
Parent, a position he has held since
1999. Mr. Kent was previously Head
of Corporate Development at The
Energy Group PLC from 1997 to 1998
and, prior to that, was with Eastern
Group plc.
Brian Baskir........................ South Africa Mr. Baskir is a director and the
Vice President, Secretary and
Treasurer of Purchaser. He is also
President of Old Mutual Investment
Advisers, Inc., a position he has
held since 1997. Mr Baskir
previously held various other
positions with Parent and its
affiliates since 1995.
Robert Stewart...................... Bermuda Mr. Stewart is a director of
Purchaser. He is also President of
Old Mutual Asset Managers (Bermuda)
Limited, a position he has held
since 1999. He was previously
General Manager of Shell Overseas
Trading Limited.
</TABLE>
B. DIRECTORS AND EXECUTIVE OFFICERS OF PARENT
The following table sets forth the name, citizenship, present principal
occupation or employment and material occupation, positions, offices or
employment for the past five years of each director and executive officer of
Parent. Unless otherwise indicated below, the business address of each such
person is 3rd Floor, Lansdowne House, 57 Berkeley Square, London W1X 5DH, United
Kingdom. Unless otherwise indicated below, each individual has held his position
for more than the past five years.
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PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND FIVE-YEAR
NAME CITIZENSHIP EMPLOYMENT HISTORY
---- ----------- ------------------
<S> <C> <C>
Michael Levett...................... South Africa Mr. Levett has served as Chairman
and and Chief Executive of Parent and
United Kingdom its predecessor, South African
Mutual Life Assurance Society, since
1990. Mr. Levett is also a director
of Barlow Ltd., Central Africa
Building Society, Mutual & Federal
Insurance Company Ltd., Nedcor
Limited, South African Breweries plc
and Old Mutual South Africa Trust
plc.
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33
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<CAPTION>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND FIVE-YEAR
NAME CITIZENSHIP EMPLOYMENT HISTORY
---- ----------- ------------------
<S> <C> <C>
Eric Anstee......................... United Kingdom Mr. Anstee is Chief Executive,
Financial Services, of Parent. He
was Group Finance Director of Parent
between 1998 and 2000. From 1997 to
1998, Mr. Anstee served as Finance
Director of The Energy Group PLC. He
was Group Finance Director of
Eastern Group plc between 1993 and
1997. Before joining Eastern, he was
a senior partner with Ernst & Young.
Mr. Anstee is a member of the Senate
of the Institute of Chartered
Accountants in England and Wales. He
is a non-executive director of
Nedcor Limited, Mutual & Federal
Insurance Company Limited and Severn
Trent plc.
James Sutcliffe..................... United Kingdom Mr. Sutcliffe was appointed to the
Board of Parent as Chief Executive,
Life, on January 24, 2000. He was
Deputy Chairman of Liberty Interna-
tional plc from 1998 to 1999, having
previously been Chief Executive, UK,
of Prudential plc and Chief
Operating Officer of Jackson
National, Prudential's U.S.
subsidiary, from 1995 to 1997.
N.N. Broadhurst..................... United Kingdom Mr. Broadhurst is a non-executive
director and Chairman of the Audit
Committee of Parent. He has recently
retired from his position as Group
Finance Director of Railtrack plc,
which he had held since 1994. From
1990 to 1994, Mr. Broadhurst was the
Finance Director and then Deputy
Chief Executive (Finance/Commercial)
of VSEL Consortium plc. His other
current non-executive directorships
include Chloride Group plc, Clubhaus
plc, Taylor Woodrow plc and United
Utilities plc.
W.A.M. Clewlow...................... South Africa Mr. Clewlow is a non-executive
director and Chairman of the
Compliance Committee of Parent. He
has been Chairman of Barlow Ltd.
since 1991. Mr. Clewlow was
previously Chief Executive of the
Barlow group and has managed many of
its diverse divisions. He is also a
non-executive director of Sasol Ltd.
and Iscor Ltd.
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34
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PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND FIVE-YEAR
NAME CITIZENSHIP EMPLOYMENT HISTORY
---- ----------- ------------------
<S> <C> <C>
C.D. Collins........................ United Kingdom Mr. Collins is a non-executive
director and Chairman of the
Remuneration Committee of Parent. He
was appointed Chairman of Hanson PLC
in 1998, having been Vice-Chairman
since 1995. His international
experience includes working as a
Hanson PLC representative in
Australia. Mr. Collins is also a
non-executive director of The
Go-Ahead Group PLC.
P.G. Joubert........................ South Africa Mr. Joubert is a non-executive
director of Parent. He is also
Chairman of Delta Motor Corporation
(Pty) Ltd., Delta Electrical
Industries Ltd., Foodcorp Holdings
(Pty) Ltd., Munich Reinsurance of
Africa Ltd. and NEI Africa Holdings
Ltd., and a director of Impala
Platinum Holdings Ltd., Malbak Ltd.,
Murray & Roberts Holdings Ltd. and
Nedcor Limited. He is a past
Managing Director and Chairman of
African Oxygen Ltd.
C.F. Liebenberg..................... South Africa Mr. Liebenberg is a non-executive
director of Parent. He is also
Chairman of Nedcor Limited and a
former Minister of Finance in the
South African Government of National
Unity. Mr. Liebenberg is a past
Chief Executive of Nedcor Limited
and past Chairman of Hoechst SA. He
is also a director of Mutual &
Federal Insurance Company Limited,
Development Bank of Southern Africa
and Anglovaal Industrial Holdings
Ltd.
C.M. Stuart CBE..................... United Kingdom Mr. Stuart is the senior
non-executive director of Parent and
Chairman of the Nomination Committee
of Parent. He is also non-executive
Chairman of Intermediate Capital
Group plc and a non-executive
director of The Royal Bank of
Scotland Group plc and of CMG plc.
Mr. Stuart recently retired from his
position as Chairman of Scot-
tishPower plc, which he had held
since 1990. He was previously Deputy
Managing Director of ICL and Chief
Executive of Metal Box. He has also
been a non-executive director of
Clerical Medical Investment Group
and a Vice-Chairman of Hill Samuel
Bank Ltd.
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35
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<CAPTION>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND FIVE-YEAR
NAME CITIZENSHIP EMPLOYMENT HISTORY
---- ----------- ------------------
<S> <C> <C>
Martin Murray....................... United Kingdom Mr. Murray is the Group Company
Secretary of Parent, a position he
has held since 1999. From 1997 to
1999, he served as General Counsel
and Secretary to The Energy Group
PLC, and from 1995 to 1997 as a
solicitor with Hanson PLC.
</TABLE>
36
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Facsimile copies of the Letter of Transmittal, properly completed and duly
executed, will be accepted. The Letter of Transmittal, certificates for Shares
and any other required documents should be sent or delivered by each stockholder
of the Company or his broker, dealer, commercial bank, trust company or other
nominee to the Depositary at one of its addresses listed below:
THE DEPOSITARY FOR THE OFFER IS:
CHASEMELLON SHAREHOLDER SERVICES, L.L.C.
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By Mail: By Hand: By Overnight:
ChaseMellon Shareholder ChaseMellon Shareholder ChaseMellon Shareholder
Services, L.L.C. Services, L.L.C. Services, L.L.C.
P.O. Box 3301 120 Broadway, 13th Floor 85 Challenger Road
South Hackensack, NJ 07606 New York, NY 10271 Ridgefield Park, NJ 07660
Attn: Reorg. Dept. Attn: Reorg. Dept. Attn: Reorg. Dept.
By Facsimile Transmission
(for Eligible Institutions only):
(201) 296-4293
Confirm by Telephone:
(201) 296-4860
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Questions and requests for assistance may be directed to the Information
Agent or the Dealer Managers at their respective addresses and telephone numbers
listed below. Additional copies of this Offer to Purchase, the Letter of
Transmittal and other tender offer materials may be obtained from the
Information Agent as set forth below, and will be furnished promptly at the
Purchaser's expense. You may also contact your broker, dealer, commercial bank,
trust company or other nominee for assistance concerning the Offer.
THE INFORMATION AGENT FOR THE OFFER IS:
[INNISFREE LOGO]
501 Madison Avenue, 20th Floor
New York, NY 10022
BANKS AND BROKERS CALL COLLECT: (212) 750-5833
CALL TOLL-FREE: (888) 750-5834
THE DEALER MANAGERS FOR THE OFFER ARE:
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CREDIT SUISSE FIRST BOSTON CORPORATION CHASE SECURITIES INC.
Eleven Madison Avenue 270 Park Avenue
New York, NY 10010-3629 New York, NY 10017
CALL TOLL-FREE: (800) 881-8320 (212) 270-6383
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