-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KBQMfbfeyCYyn0KCnat323vmnIctf9ifxl1ZgYt32WzC9QRit3W3JdwRMN6rGikV IvqSzgNnQguxzbmm9trLfQ== 0000912057-96-011409.txt : 19960716 0000912057-96-011409.hdr.sgml : 19960716 ACCESSION NUMBER: 0000912057-96-011409 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960603 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0000796370 STANDARD INDUSTRIAL CLASSIFICATION: 6211 IRS NUMBER: 042714625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-57049 FILM NUMBER: 96576224 BUSINESS ADDRESS: STREET 1: ONE INTERNATIONAL PL CITY: BOSTON STATE: MA ZIP: 02110 BUSINESS PHONE: 6173308900 MAIL ADDRESS: STREET 1: ONE INTERNATIONAL PLACE, FLOOR 44 STREET 2: 100 OLIVER STREET CITY: BOSTON STATE: MA ZIP: 02110 S-3/A 1 FORM S-3/A REGISTRATION NO. 33-57049 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-3/A REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNITED ASSET MANAGEMENT CORPORATION ----------------------------------- (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation or organization) 04-2714625 ---------- (I.R.S. Employer Identification No.) One International Place Boston, Massachusetts 02110 (617) 330-8900 -------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) William H. Park, Executive Vice President United Asset Management Corporation One International Place Boston, Massachusetts 02110 (617) 330-8900 -------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) Copy to: Valerie L. Andrews, Esq. Hill & Barlow, a Professional Corporation One International Place Boston, Massachusetts 02110 (617) 428-3000 Approximate date of commencement of proposed sale to the public: February 15, 1995. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [X] CALCULATION OF REGISTRATION FEE - - ----------------------------------------------------------------- Title of Proposed Proposed class of maximum maximum securities offering aggregate Amount of to be Amount to be price per offering registration registered registered unit * price * fee Common Stock 1,873,004 $35.8125 $67,076,955.75 $23,129.95 ($.01 par value) - - -------------------------------------------------------------------------------- * Estimated solely for the purpose of computing the registration fee. This amount was calculated pursuant to Rule 457 upon the basis of the average of the high and low prices of the registrant's Common Stock as reported in the consolidated reporting system of the New York Stock Exchange on January 23, 1995, without giving effect to a two-for-one stock split to be effected in the form of a 100% stock dividend payable on June 21, 1996 to stockholders of record at the close of business on June 7, 1996. The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine. PROSPECTUS UNITED ASSET MANAGEMENT CORPORATION 3,746,008* Shares of Common Stock (Par Value $.01 Per Share) THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. The shares of Common Stock being offered hereby (the "Shares") are being sold for the accounts of certain stockholders (the "Selling Stockholders") of United Asset Management Corporation (the "Company"). The Company will not receive any of the proceeds from the sale of the Shares. The last price of the Company's Common Stock as reported by the New York Stock Exchange on May 30, 1996 was $49.375 per share (without giving effect to a two-for-one stock split to be effected in the form of a 100% stock dividend payable on June 21, 1996 to stockholders of record at the close of business on June 7, 1996.) The Selling Stockholders have advised the Company (1) that they propose that the Shares to be offered hereby be offered for sale and sold or distributed, from time to time, by the Selling Stockholders, or by pledgees, donees, transferees or other successors in interest, on one or more exchanges or in the over-the-counter market, or otherwise at prices and at terms then prevailing or at prices related to the then current market price, or in negotiated transactions; (2) that such sales or distributions may be made by one or more of the following: (a) a block trade in which the broker or dealer so engaged will attempt to sell the Shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its own account pursuant to this Prospectus; (c) an exchange distribution in accordance with the rules of such exchange; (d) ordinary brokerage transactions and transactions in which the broker solicits purchasers; (e) in negotiated transactions; or (f) through other means; and (3) that no sales or distributions other than as described in (2)(a) through (2)(e) above will be effected until after this Prospectus shall have been appropriately amended or supplemented, if required, to set forth the terms thereof. In effecting sales, __________________ *Except as otherwise noted, all information in this Prospectus has been adjusted to reflect a two-for-one stock split to be effected in the form of a 100% stock dividend payable on June 21, 1996 to stockholders of record at the close of business on June 7, 1996. Shares issued or issuable on account of the stock dividend to be paid on shares registered pursuant to the Registration Statement of which this Prospectus is a part are deemed to be covered by such Registration Statement pursuant to Rule 416(b) promulgated under the Securities Act. brokers or dealers engaged by the Selling Shareholders may arrange for other brokers or dealers to participate. Brokers or dealers will receive commissions or discounts from Selling Shareholders in amounts to be negotiated immediately prior to the sale. In certain cases, such brokers or dealers, any other participating brokers and dealers, and the Selling Stockholders may be deemed to be "underwriters" as that term is defined in Section 2(11) of the Securities Act of 1933, as amended, in connection with such sales. In addition, any securities covered by this Prospectus which qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than pursuant to this Prospectus. The Company has entered into an indemnification agreement with the Selling Stockholders. See section entitled "The Selling Stockholders." Normal commission expenses and brokerage fees are payable by the Selling Stockholders. Expenses of issuance and distribution, other than commissions, estimated at $35,000.00 will be borne by the Company. The date of this Prospectus is June 7, 1996 -2- AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith files reports and other information with the Securities and Exchange Commission (the "Commission"). Such reports, as well as proxy and information statements, and other information filed by the Company with the Commission can be inspected and copied at the public reference facilities maintained by the Commission in Washington, D.C., at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at certain of its Regional Offices, as follows: New York Regional Office Chicago Regional Office 75 Park Place 500 West Madison Street, 14th Floor Suite 1400 New York, New York 10007 Chicago, Illinois 60604 Copies of such material can be obtained at prescribed rates from the Public Reference Section of the Commission, Washington, D.C. 20549. The Common Stock of the Company is listed on the New York Stock Exchange. Reports, proxy and information statements, and other information concerning the Company can be inspected at such exchange. ------------------------------------- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents have been filed by the Company with the Commission (File No. 1-9215) and are incorporated herein by reference: (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1995; (ii) the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; (iii) the Company's Current Report on Form 8-K, filed on December 1, 1994; (iv) the Company's Current Report on Form 8-K/A filed on March 2, 1995; (v) the Company's Current Report on Form 8-K filed on May 31, 1996; and (vi) the description of the Company's capital stock contained in the Company's Registration Statement under Section 12(b) of the Exchange Act on Form 8-A, filed on July 22, 1986, including any amendment or reports filed for the purpose of updating such description. All documents filed by the Company subsequent to the filing of the Registration Statement of which this Prospectus is a part, pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the termination of this offering , shall be deemed to be incorporated by reference in this Prospectus. -3- The Company shall, upon written or oral request by a person, including any beneficial owner, to whom this Prospectus is delivered, provide without charge to such person a copy of any and all of the information that has been incorporated by reference in this Prospectus (not including exhibits to the information that is incorporated by reference unless such exhibits are specifically incorporated by reference into the information that this Prospectus incorporates). Such requests should be directed to United Asset Management Corporation, One International Place, Boston, Massachusetts 02110, Attn: Executive Vice President and Chief Financial Officer (telephone (617) 330-8900). THE COMPANY The Company is a holding company organized in December, 1980 to acquire and to own firms engaged primarily in institutional investment management. The Company's principal executive offices are located at One International Place, Boston, Massachusetts 02110, and its telephone number is (617) 330-8900. As of the date of this Prospectus, the Company has 45 subsidiaries, which serve as managers of investment portfolios for corporate, public and union pension funds and profit sharing plans, endowments, foundations and, to a lesser extent, individuals and other investors, including several investment companies. THE SELLING STOCKHOLDERS Pursuant to an agreement dated as of November 10, 1994 (the "Acquisition Agreement"), the Company has acquired, effective February 15, 1995, certain assets and business of Provident Investment Counsel ("PIC"), a California corporation having its principal place of business at Corporate Center, 300 North Lake Avenue, Pasadena, California 91101 (the "Acquisition"). Upon consummation of the Acquisition, the Company contributed the assets and business acquired by the Company in the Acquisition to PIC Newco, Inc. ("Newco"), an indirect wholly-owned subsidiary of the Company; PIC changed its name to PIC Oldco, Inc. ("Oldco"); and Newco changed its name to Provident Investment Counsel, Inc. ("PIC/UAM"). The shares being offered hereby were acquired by the Selling Stockholder (Oldco) pursuant to the Acquisition Agreement. As of the commencement of the Offering made by this Prospectus, the Selling Stockholder (Oldco) was the beneficial owner of 3,746,008 shares of the Company's Common Stock, par value $.01, all of which are being offered hereby. From time to time, Oldco may elect to distribute the Shares to its stockholders. Prior to and at the time of the Acquisition, the individuals listed below were the only stockholders of Oldco. If Oldco elects to distribute the Shares to its stockholders, the individuals listed below will be Selling Stockholders and, as of the date of such distribution, will be the beneficial owners of up to the numbers of shares of UAM Common Stock, par value $.01, listed below, all of which are being offered hereby. For at least three years prior to the -4- Acquisition, the individuals listed below held the positions listed below with Oldco and, since the Acquisition, have held substantially similar positions with PIC/UAM.
Maximum Number of Shares Beneficially Owned Before Selling Stockholder Position with Oldco Offering - - ------------------ ------------------- ----------- Robert M. Kommerstad President 875,068 George E. Handtmann, III Managing Director 689,640 Jeffrey J. Miller Managing Director 689,640 Larry J. Tashjian Managing Director 689,640 Thomas J. Condon Managing Director 689,640 Lauro F. Guerra Executive Vice President, 37,460 Research Thomas M. Mitchell Executive Vice President, 37,460 Portfolio Management F. Brown Windle Executive Vice President, 37,460 Marketing
The Company has entered into an agreement with the Selling Stockholders providing for indemnification of such Selling Stockholders by the Company under certain circumstances. -5- LEGAL MATTERS The legality of the Shares offered by this Prospectus has been passed upon by Hill & Barlow, a Professional Corporation, One International Place, Boston, Massachusetts 02110. EXPERTS The financial statements incorporated in this Prospectus by reference to the Annual Report on Form 10-K of the Company for the year ended December 31, 1995, have been so incorporated in reliance on the report of Price Waterhouse LLP, independent accountants, given on the authority of said firm as experts in auditing and accounting. The financial statements incorporated in this Prospectus by reference to the Company's Current Report on Form 8-K dated December 1, 1994, have been so incorporated in reliance on the reports of Altschuler, Melvoin & Glasser LLP, Maginnis, Knechtel & McIntyre and Horsfall, Murphy & Pindroh, independent accountants, given on the authority of said firms as experts in auditing and accounting. -6- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following is a reasonably itemized statement of all expenses, other than commissions, in connection with the issuance and distribution of the Shares: SEC Registration Fee $23,129.95 Legal Fees and Expenses $ 4,000.00* Accounting Fees and Expenses $ 6,000.00* Miscellaneous $ 1,870.05 Total $35,000.00* ---------- ---------- All of these expenses will be borne by the Company. * Estimated ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Section 145 of the General Corporation Law of the State of Delaware provides for indemnification of officers and directors subject to certain limitations. The general effect of such law is to empower a corporation to indemnify any of its officers and directors against certain expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by the person to be indemnified in connection with certain actions, suits or proceedings (threatened, pending or completed) if the person to be indemnified acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and, with respect to any criminal action or proceedings, if he had no reasonable cause to believe his conduct was unlawful. The Company's by-laws provide that it shall indemnify its officers, directors, employees and agents to the extent permitted by law. The Company maintains insurance under which the insurers will reimburse the Company for amounts which it has paid to its directors, officers and certain other employees by way of indemnification for claims against such persons in their official capacities. The insurance also covers such persons as to amounts paid by them as a result of claims against them in their official capacities which are not reimbursed by the Company. The insurance is subject to certain limitations and exclusions. One of the Company's directors serves as such under the terms of an agreement with a corporation of which he is an officer. In so serving, he is covered by the officers and directors' liability insurance policy maintained by such corporation. In addition, the Selling Stockholders have agreed to indemnify the directors and officers of the Company who have signed this Registration Statement under certain circumstances. ITEM 16. EXHIBITS. See Exhibit Index. ITEM 17. UNDERTAKINGS. A. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses II-2 incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. II-3 EXHIBIT INDEX Certain of the following exhibits (those marked with an asterisk) are filed herewith. The remainder of the exhibits have heretofore been filed with the Commission and are incorporated herein by reference. Inapplicable items have been omitted. Exhibit Title 4.1 Restated Certificate of Incorporation of the Company. 4.2 By-Laws of the Company, as amended. 4.3 Specimen Certificate of Common Stock, $.01 par value, of the Company (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-1, File No. 33-6874, filed August 22, 1986). 5 *Opinion of Hill & Barlow, a Professional Corporation. 24.1 *Consent of Hill & Barlow, a Professional Corporation (included in Exhibit 5). 24.2 *Consent of Price Waterhouse LLP. 24.3 *Consent of Altschuler, Melvoin and Glasser LLP. 24.4 *Consent of Maginnis, Knechtel & McIntyre. 24.5 *Consent of Horsfall, Murphy & Pindroh. 25 Power of Attorney (included above). II-4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 2 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of Massachusetts, on May 31, 1996. UNITED ASSET MANAGEMENT CORPORATION (Registrant) By: /s/ William H. Park ----------------------------------- William H. Park, Executive Vice President and Chief Financial Officer II-5 Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the Registration Statement has been signed by the following persons in the capacities and on the date indicated. Signature Title Date --------- ----- ---- * - - --------------------------- President and Chief Executive May 31, 1996 Norton H. Reamer Officer, Director /s/ William H. Park Executive Vice President and May 31, 1996 - - --------------------------- Chief Financial Officer (principal William H. Park accounting officer) Director - - --------------------------- Harold J. Baxter - - --------------------------- Director John K. Dwight * - - --------------------------- Director May 31, 1996 Robert J. Greenebaum * - - --------------------------- Director May 31, 1996 Charles E. Haldeman, Jr. * - - --------------------------- Director May 31, 1996 Jay O. Light II-6 Signature Title Date --------- ----- ---- * - - --------------------------- Director May 31, 1996 John F. McNamara * - - --------------------------- Director May 31, 1996 David I. Russell * - - --------------------------- Director May 31, 1996 Philip Scaturro * - - --------------------------- Director May 31, 1996 John A. Shane * - - --------------------------- Director May 31, 1996 Barbara S. Thomas - - --------------------------- Director May 31. 1996 C. Giles H. Weaver - - --------------------------- Director May 31, 1996 John S. Williams Date: May 31, 1996 *By: /s/ William H. Park ----------------------------------------------- William H. Park, as Attorney-in-Fact by Power of Attorney dated December 22, 1994 and on file with the Securities and Exchange Commission II-7 EX-5 2 EXHIBIT 5 - OPINION OF HILL AND BARLOW [HILL & BARLOW LETTERHEAD] EXHIBIT 5 May 31, 1996 PERSONAL AND CONFIDENTIAL United Asset Management Corporation One International Place Boston, Massachusetts 02110 Gentlemen: We have acted as counsel for United Asset Management Corporation, a Delaware corporation (the "Company"), with respect to the issuance or proposed issuance of shares (the "Split Shares") of the Company's common stock, $.01 par value per share, in connection with the declaration and distribution of a two- for-one stock split effected in the form of a 100% stock dividend payable on June 21, 1996 to stockholders of record of the Company on June 7, 1996. We have assisted you in the preparation of Amendment No. 2 to Registration Statement No. 33-57049 on Form S-3 (the "Amended Registration Statement"), which amendment is made to include the Split Shares in the shares offered by the Selling Stockholders named therein. We have made such examination of law and have examined originals or copies, certified or otherwise identified to our satisfaction, of such corporate records and such other documents as we have considered relevant and necessary for the opinions hereinafter set forth. Based on the foregoing, we express the following opinions: 1. The issuance of the Split Shares has been duly authorized by all necessary corporate action of the Company. United Asset Management Corporation May 31, 1996 Page 2 2. The Split Shares, upon issuance on June 21, 1996 to stockholders of record on June 7, 1996, will be validly issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the caption "Legal Matters" in the prospectus forming a part of the Amended Registration Statement. Very truly yours, HILL & BARLOW, a Professional Corporation /s/ John C. Vincent, Jr. John C. Vincent, Jr. a Member of the Firm EX-24.2 3 EXHIBIT 24.2 - CONSENT OF PRICE WATERHOUSE LLP EXHIBIT 24.2 [Price Waterhouse LLP Letterhead] CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated February 7, 1996, which appears on Page 56 of the 1995 Annual Report to Shareholders of United Asset Management Corporation, which is incorporated by reference in United Asset Management Corporation's Annual Report on Form 10-K for the year ended December 31, 1995. We also consent to the incorporation by reference of our report on the Financial Statement Schedules, which appears on Page F-1 of such Annual Report on Form 10-K. We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ Price Waterhouse LLP Price Waterhouse LLP May 31, 1996 EX-24.3 4 EXHIBIT 24.3 - CONSENT:ALTSCHLER,MELVOIN,GLASSER EXHIBIT 24.3 [AM&G Letterhead] CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in the Prospectus constituting part of Amendment No. 2 to the Registration Statement on Form S-3 (No. 33-57049) of our report dated May 20, 1994, which is included as Item 7(a) in United Asset Management Corporation's Current Report on Form 8-K, dated December 1, 1994. We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ Altschulder, Melvoin and Glasser LLP Altschulder, Melvoin and Glasser LLP Chicago, Illinois May 31, 1996 EX-24.4 5 EXHIBIT 24.4 - MAGINNIS, KNETCHTEL & MCINTYRE EXHIBIT 24.4 [MK&M Letterhead] INDEPENDENT AUDITORS' CONSENT We hereby consent to the incorporation by reference in the Prospectus constituting part of this Registration Statement on Form S-3 of our report dated March 5, 1993, which is included as Item 7(a)(iii) in United Asset Management Corporation's Current Report on Form 8-K dated as of December 1, 1994. We also consent to the reference to us under the heading "Experts" in such Prospectus. /s/ Maginnis, Knechtel & McIntyre Maginnis, Knechtel & McIntyre Pasadena, California May 29, 1996 EX-24.5 6 EXHIBIT 24.5 - HORSFALL, MURPHY & PINDROH EXHIBIT 24.5 [Horsfall, Murphy & Pindroh Letterhead] INDEPENDENT AUDITORS' CONSENT The Board of Directors United Asset Management Corporation We consent to the use of our audit report dated March 11, 1994 relating to the balance sheet of Provident Investment Counsel, Inc. (an S Corporation) as of December 31, 1993 and the related statements of income, and stockholders' equity and cash flows for the year then ended, incorporated by reference in Amendment No. 2 to the Registration Statement of United Asset Management on Form S-3 (No. 57049) and to the reference of our firm under the heading "Experts" in the Prospectus. /s/ Horsfall, Murphy & Pindroh Horsfall, Murphy & Pindroh Pasadena, California May 31, 1996 -----END PRIVACY-ENHANCED MESSAGE-----