SC TO-T/A 1 0001.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------- SCHEDULE TO (Rule 14D-100) Tender Offer Statement Under Section 14(d)(1) or 13(e)(1) of the Securities Exchange Act of 1934 and Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) ------------------- UNITED ASSET MANAGEMENT CORPORATION (Name of Subject Company (Issuer)) OM ACQUISITION CORP. a wholly-owned subsidiary of OLD MUTUAL PLC (Names of Filing Persons (Offerors)) ------------------- COMMON STOCK, PAR VALUE $0.01 PER SHARE (Title of Class of Securities) ---------------------- 909420101 (CUSIP Number of Class of Securities) ---------------------- Martin C. Murray Group Company Secretary Old Mutual plc 3rd Floor, Lansdowne House 57 Berkeley Square London W1X 5DH United Kingdom Telephone: 011-44-20-7569-0100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on behalf of Filing Persons) ------------------- Copy to: Ellen J. Odoner, Esq. Weil, Gotshal & Manges LLP 767 Fifth Avenue New York, New York 10153 Telephone: (212) 310-8000 ------------------- [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [x] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [ ] ================================================================================ NY2:\948229\03\KBNP03!.DOC\66110.0003 This Amendment No. 3 amends and supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on July 17, 2000 by OM Acquisition Corp., a Delaware corporation (the "Purchaser") and a wholly-owned subsidiary of Old Mutual plc, a public limited company incorporated in England and Wales ("Parent"), with respect to the offer by Purchaser to purchase all of the outstanding shares of common stock, par value $0.01 per share, of United Asset Management Corporation, a Delaware corporation (the "Company"), at a price of $25.00 per share, subject to possible downward adjustment as provided in the Offer to Purchase, net to the seller in cash, without interest thereon, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated July 17, 2000, filed as Exhibit (a)(1)(A) to this Statement (the "Offer to Purchase"), and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "Offer"). ITEM 3 -- IDENTITY AND BACKGROUND OF FILING PERSON. Part B of Schedule I to the Offer to Purchase ("Directors and Executive Officers of Parent") is hereby amended by adding the following:
----------------------------------- -------------------------- ----------------------------------------------------------------- Present Principal Occupation or Employment and Five-Year Name Citizenship Employment History ----------------------------------- -------------------------- ----------------------------------------------------------------- Julian V. F. Roberts United Kingdom Mr. Roberts was appointed Group Finance Director of Parent with effect from August 21, 2000. From November 1999 through July 2000, he was Group Finance Director of Sun Life and Provincial Holdings PLC, and from January 1993 to March 1998 he was Group Finance Director of Aon UK Holdings Limited. ----------------------------------- -------------------------- -----------------------------------------------------------------
ITEM 4 -- TERMS OF THE TRANSACTION. On August 29, 2000, Parent issued a press release announcing that it has extended the period during which the Offer will remain open to 5:00 P.M., New York City time, Monday, September 11, 2000. The full text of the press release is set forth in Exhibit (a)(1)(I) and is incorporated herein by reference. ITEM 12 -- EXHIBITS. (a)(1)(A) Offer to Purchase, dated July 17, 2000.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Form of letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* 2 (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(G) Summary Advertisement, dated July 17, 2000, appearing in The Wall Street Journal.* (a)(1)(H) Press Release dated August 14, 2000.* (a)(1)(I) Press Release dated August 29, 2000. (b) Commitment Letter, dated June 18, 2000, from Barclays Bank plc, Citibank N.A. and National Westminster Bank plc.* (d)(1) Agreement and Plan of Merger, dated as of June 16, 2000, by and among Parent, Purchaser and the Company. (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, dated June 19, 2000). (d)(2) Confidentiality Agreements, dated March 14, 2000 and August 10, 1999, by and between Parent and the Company.* (g) Not applicable. (h) Not applicable. ----------------- * Previously filed. 3 SIGNATURES After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of August 29, 2000 that the information set forth in this statement is true, complete and correct. OLD MUTUAL PLC By: /s/ MARTIN MURRAY ------------------------------- Name: Martin Murray Title: Company Secretary OM ACQUISITION CORP. By: /s/ BRIAN BASKIR ------------------------------- Name: Brian Baskir Title: Vice President 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION (a)(1)(A) Offer to Purchase, dated July 17, 2000.* (a)(1)(B) Letter of Transmittal.* (a)(1)(C) Notice of Guaranteed Delivery.* (a)(1)(D) Form of letter to clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Nominees.* (a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.* (a)(1)(F) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.* (a)(1)(G) Summary Advertisement, dated July 17, 2000, appearing in The Wall Street Journal.* (a)(1)(H) Press Release dated August 14, 2000.* (a)(1)(I) Press Release dated August 29, 2000. (b) Commitment Letter, dated June 18, 2000, from Barclays Bank plc, Citibank N.A. and National Westminster Bank plc.* (d)(1) Agreement and Plan of Merger, dated as of June 16, 2000, by and among Parent, Purchaser and the Company. (Incorporated by reference to Exhibit 10.1 to the Company's Form 8-K, dated June 19, 2000). (d)(2) Confidentiality Agreements, dated March 14, 2000 and August 10, 1999, by and between Parent and the Company.* (g) Not applicable. (h) Not applicable. ----------------- * Previously filed. 5