UNITED ASSET MANAGEMENT CORP
SC 13G/A, 2000-02-09
INVESTMENT ADVICE
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<PAGE>   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                    Under the Securities Exchange Act of 1934

                               (Amendment No. 1 )*

                       UNITED ASSET MANAGEMENT CORPORATION
- -------------------------------------------------------------------------------
                                (Name of Issuer)

                     Common Stock, Par Value $.01 Per Share
- -------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    909420101
- -------------------------------------------------------------------------------
                                 (CUSIP Number)


             December 31, 1999 - Amendment pursuant to Rule 13d-2(b)
- -------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:

    [x]      Rule 13d-1(b)
    [ ]      Rule 13d-1(c)
    [ ]      Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).

                                     Page 1
<PAGE>   2
CUSIP NO. 909420101

- -------------------------------------------------------------------------------
   1.       NAMES OF REPORTING PERSONS.
            I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).

            Oak Value Capital Management, Inc.
- -------------------------------------------------------------------------------
   2.       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

                                                                      (a) [ ]
                                                                      (b) [ ]
            Not applicable
- -------------------------------------------------------------------------------
   3.       SEC USE ONLY

- -------------------------------------------------------------------------------
   4.       CITIZENSHIP OR PLACE OF ORGANIZATION

            North Carolina, U.S.A.
- -------------------------------------------------------------------------------
                        5.      SOLE VOTING POWER

                                -0- shares
                       --------------------------------------------------------
      NUMBER OF         6.      SHARED VOTING POWER
        SHARES
     BENEFICIALLY               4,706,196 shares
       OWNED BY        --------------------------------------------------------
         EACH           7.      SOLE DISPOSITIVE POWER
      REPORTING
       PERSON                   -0- shares
        WITH:          --------------------------------------------------------
                        8.      SHARED DISPOSITIVE POWER

                                4,706,196 shares
- -------------------------------------------------------------------------------
   9.       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            4,706,196 shares
- -------------------------------------------------------------------------------
  10.       CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
            (SEE INSTRUCTIONS)

            Not applicable
- -------------------------------------------------------------------------------
  11.       PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            8.0%
- -------------------------------------------------------------------------------
  12.       TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

            IA, CO
- -------------------------------------------------------------------------------

                                     Page 2
<PAGE>   3
Item 1.        (a)    Name of Issuer:
                      United Asset Management Corporation

               (b)    Address of Issuer's Principal Executive Offices:
                      One International Place, Boston, Massachusetts 02110

Item 2.        (a)    Names of Person Filing:
                      Oak Value Capital Management, Inc.

               (b)    Address of Principal Business Office or, if None,
                      Residence:
                      3100 Tower Boulevard, Suite 700, Durham, North
                      Carolina 27707

               (c)    Citizenship:
                      North Carolina, U.S.A.

               (d)    Title of Class of Securities:
                      Common Stock, Par Value $.01 Per Share

               (e)    CUSIP Number: 909420101

Item 3.        If this statement is filed pursuant to sections  240.13d-1(b) or
               240.13d-2(b) or (c), check whether the person filing is a:

               (a)    [ ]       Broker or dealer registered under section 15 of
                                the Act (15 U.S.C. 78o).

               (b)    [ ]       Bank as defined in section 3(a)(6) of the Act
                                (15 U.S.C. 78c).

               (c)    [ ]       Insurance company as defined in section 3(a)(19)
                                of the Act (15 U.S.C. 78c).

               (d)    [ ]       Investment company registered under section 8 of
                                the Investment Company Act of 1940 (15 U.S.C.
                                80a-8).

               (e)    [x]       An investment adviser in accordance with section
                                240.13d-1(b)(1)(ii)(E).

               (f)    [ ]       An employee benefit plan or endowment fund in
                                accordance with section 240.13d-1(b)(1)(ii)(F).

               (g)    [ ]       A parent holding company or control person in
                                accordance with section 240.13d-1(b)(1)(ii)(G).

               (h)    [ ]       A savings association as defined in section 3(b)
                                of the Federal Deposit Insurance Act (12 U.S.C.
                                1813).

               (i)    [ ]       A church plan that is excluded from the
                                definition of an investment company under
                                section 3(c)(14) of the Investment Company Act
                                of 1940 (15 U.S.C. 80a-3).

               (j)    [ ]       Group, in accordance with section
                                240.13d-1(b)(1)(ii)(J).

Item 4.        Ownership. Provide the following information regarding the
               aggregate number and percentage of the class of securities of the
               issuer identified in Item 1.

               (a)    Amount beneficially owned:   4,706,196
               (b)    Percentage of class:         8.0%
               (c)    Number of shares as to which the person has:

<TABLE>
                      <S>    <C>                                                          <C>
                      (i)    Sole power to vote or to direct the vote                     0
</TABLE>

                                     Page 3
<PAGE>   4

<TABLE>
                      <S>    <C>                                                          <C>
                      (ii)   Shared power to vote or to direct the vote                   4,706,196
                      (iii)  Sole power to dispose or to direct the disposition of        0
                      (iv)   Shared power to dispose or to direct the disposition of      4,706,196
</TABLE>

               Instruction. For computations regarding securities which
               represent a right to acquire an underlying security see section
               240.13d-3(d)(1).

Item 5.        Ownership of Five Percent or Less of a Class.

               If this statement is being filed to report the fact that as of
               the date hereof the reporting person has ceased to be the
               beneficial owner of more than five percent of the class of
               securities, check the following [ ].

               Instruction: Dissolution of a group requires a response to this
               item.

Item 6.        Ownership of More than Five Percent on Behalf of Another Person.

               If any other person is known to have the right to receive or the
               power to direct the receipt of dividends from, or the proceeds
               from the sale of, such securities, a statement to that effect
               should be included in response to this item and, if such interest
               relates to more than five percent of the class, such person
               should be identified. A listing of the shareholders of an
               investment company registered under the Investment Company Act of
               1940 or the beneficiaries of an employee benefit plan, pension
               fund or endowment fund is not required.

               Not applicable.

Item 7.        Identification and Classification of the Subsidiary Which
               Acquired the Security Being Reported on By the Parent Holding
               Company.

               If a parent holding company has filed this schedule, pursuant to
               Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an
               exhibit stating the identity and the Item 3 classification of the
               relevant subsidiary. If a parent holding company has filed this
               schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an
               exhibit stating the identification of the relevant subsidiary.

               Not applicable.

Item 8.        Identification and Classification of Members of the Group.

               If a group has filed this schedule pursuant to section
               240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an
               exhibit stating the identity and Item 3 classification of each
               member of the group. If a group has filed this schedule pursuant
               to section 240.13d-1(c) or section 240.13d-1(d), attach an
               exhibit stating the identity of each member of the group.

               Not applicable.

                                     Page 4
<PAGE>   5

Item 9.        Notice of Dissolution of Group.

               Notice of dissolution of a group may be furnished as an exhibit
               stating the date of the dissolution and that all further filings
               with respect to transactions in the security reported on will be
               filed, if required, by members of the group, in their individual
               capacity. See item 5.

               Not applicable.

Item 10.       Certification.

               By signing below I certify that, to the best of my knowledge and
               belief, the securities referred to above were acquired and are
               held in the ordinary course of business and were not acquired and
               are not held for the purpose of or with the effect of changing or
               influencing the control of the issuer of the securities and were
               not acquired and are not held in connection with or as a
               participant in any transaction having that purpose or effect.

                                    SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                    February  3, 2000

                                    /s/ Margaret C. Landis
                                    -----------------------------
                                    Signature

                                    Margaret C. Landis
                                    Vice President and Director of Compliance
                                    -----------------------------------------
                                    Name/Title

                                     Page 5


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