================================================================================
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