SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 25, 2000
United Asset Management Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 001-9215 04-2714625
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
One International Place, Boston, MA 02110
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(Address of Principal Executive Offices) (Zip Code)
(617) 330-8900
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(Registrant's telephone number, including area code)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
(a) On September 25, 2000, pursuant to the Agreement and Plan of Merger
(the "Merger Agreement") by and among United Asset Management Corporation, a
Delaware corporation (the "Company"), Old Mutual plc, an English public limited
company ("Old Mutual"), and OM Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Old Mutual ("Purchaser"), Purchaser completed its
tender offer (the "Offer") for all of the outstanding shares of Common Stock,
par value $0.01 per share, of the Company (the "Shares"), at a purchase price of
$25 per Share, net to the seller in cash (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Merger Agreement, and accepted for
payment all of the Shares tendered pursuant thereto. As a result of the Offer,
Purchaser and Old Mutual own approximately 93% of the 58,348,859 Shares.
The Merger Agreement provides that, subject to the satisfaction or waiver
of certain conditions, following completion of the Offer, and in accordance with
the Delaware General Corporation Law (the "DGCL"), Purchaser will be merged with
and into the Company (the "Merger"), and at the effective time of the Merger
each Share outstanding (other than Shares owned by Old Mutual or Purchaser and
Shares held by stockholders, if any, who did not vote in favor of the Merger
Agreement and who comply with all of the relevant provisions of Section 262 of
the DGCL relating to dissenters' rights of appraisal) will be converted into the
right to receive the Offer Price, as adjusted, or any greater amount per Share
paid pursuant to the Offer. In light of the fact that Purchaser owns in excess
of 90% of the outstanding Shares, the Merger can be effected without any further
shareholder action or waiting period, and is expected to be completed promptly.
Pursuant to the terms of the Merger Agreement, Messrs. Eric Anstee, Kevin
Carter, Michael Levitt and Brian Baskir have been designated for election and
elected to the Board of Directors of the Company, giving Purchaser majority
representation on the Company Board.
(b) Not applicable.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following exhibit is filed as part of this report:
99.1 Press Release of Old Mutual plc and United Asset
Management Corporation, dated September 26, 2000.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: September 26, 2000
UNITED ASSET MANAGEMENT CORPORATION
By: /s/ Joseph R. Ramrath
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Name: Joseph R. Ramrath
Title: Senior Vice President,
General Counsel and
Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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Exhibit 99.1 Press Release of Old Mutual plc and United Asset
Management Corporation, dated September 26, 2000.
