-----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, IcsgLIUmBnyk20WtXhD4to6FEFrDJnXgk4/CnI4hYIRa7lCvccGKecoKyglgCh/Q GYF8ELgxLb+uQRQEYVtLAQ== /in/edgar/work/0000909518-00-000593/0000909518-00-000593.txt : 20000927 0000909518-00-000593.hdr.sgml : 20000927 ACCESSION NUMBER: 0000909518-00-000593 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000922 GROUP MEMBERS: OLD MUTUAL PLC GROUP MEMBERS: OM ACQUISITION CORP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED ASSET MANAGEMENT CORP CENTRAL INDEX KEY: 0000796370 STANDARD INDUSTRIAL CLASSIFICATION: [6282 ] IRS NUMBER: 042714625 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: SEC FILE NUMBER: 005-37932 FILM NUMBER: 726907 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: OLD MUTUAL PLC CENTRAL INDEX KEY: 0001116767 STANDARD INDUSTRIAL CLASSIFICATION: [ ] FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 3RD FLOOR LANSDOWNE HOUSE STREET 2: 57 BERKELEY SQUARE CITY: LONDON WIX 5DH UK MAIL ADDRESS: STREET 1: 3RD FLOOR LANSDOWNE HOUSE STREET 2: 57 BERKELEY SQUARE CITY: LONDON WIX 5DH UK 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. 6) ------------------- 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 ------------------- NY2:\948229\05\KBNP05!.DOC\66110.0003 [ ] 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: [ ] ================================================================================ 2 This Amendment No. 6 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 4 -- TERMS OF THE TRANSACTION. On September 22, 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 25, 2000. The full text of the press release is set forth in Exhibit (a)(1)(L) 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.* (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.* (a)(1)(J) Press Release dated September 12, 2000.* (a)(1)(K) Press Release dated September 19, 2000.* (a)(1)(L) Press Release dated September 22, 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.* 3 (g) Not applicable. (h) Not applicable. - ----------------- * Previously filed.
4 SIGNATURES After due inquiry and to the best of their knowledge and belief, the undersigned hereby certify as of September 22, 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 5 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.* (a)(1)(J) Press Release dated September 12, 2000.* (a)(1)(K) Press Release dated September 19, 2000.* (a)(1)(L) Press Release dated September 22, 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. 6 EX-99 2 0002.txt EXHIBIT A.1.L EXHIBIT (a)(1)(L) FOR IMMEDIATE RELEASE OLD MUTUAL EXTENDS TENDER OFFER FOR UNITED ASSET MANAGEMENT CORPORATION NEW EXPIRATION DATE IS SEPTEMBER 25, 2000 ---------------------------------------------- BOSTON (September 22, 2000) - Old Mutual plc announced today that it has extended the expiration date for its cash tender offer for all outstanding shares of common stock of United Asset Management Corporation (NYSE: UAM). The new expiration date is Monday, September 25, 2000 at 5:00 p.m. EDT. Based upon information received from UAM, Old Mutual has determined that all conditions to the tender offer relating to the receipt of UAM client consents have been satisfied. In addition, the approval of only one regulatory agency remains to be received in order for all of the regulatory approval conditions to the tender offer to be satisfied. As previously announced, Old Mutual has determined, based upon information received from UAM, that there will be no downward price adjustment in the tender offer if the tender offer is completed during the month of September. The potential downward adjustment will be recomputed if the tender offer is completed subsequent to September. As of the previous expiration date of 5:00 p.m. EDT on September 21, 2000, approximately 55,161,922 shares of UAM common stock had been tendered, representing approximately 74.3% of UAM common stock on a fully-diluted basis. The minimum tender condition will be satisfied if shares representing a majority of UAM's outstanding common stock (on a fully-diluted basis) are validly tendered prior to the expiration date. If Old Mutual acquires 90% of the then outstanding UAM common stock, Old Mutual intends to effect a "short-form" merger as promptly as practicable following the tender offer. However, if Old Mutual acquires less than 90% of the then outstanding UAM common stock by means of the tender offer or otherwise, Old Mutual will need to follow a "long-form" merger process. Enquiries: Old Mutual plc, London Tel: +44 20 7569 0100 James Poole, Director Investor Relations College Hill, London Tel: + 44 20 7457 2020 Nicholas Williams Old Mutual, Cape Town Tel: + 27 21 509 2732 Bruce Allen, Manager, Group Media Communications College Hill, Johannesburg Tel: + 27 11 447 3030 Kim Milnes 7 -----END PRIVACY-ENHANCED MESSAGE-----