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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1995 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
Commission File Number 1-9215
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UNITED ASSET MANAGEMENT CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 04-2714625
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
ONE INTERNATIONAL PLACE
BOSTON, MASSACHUSETTS 02110
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (617) 330-8900
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
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Common Stock
($.01 par value) New York Stock Exchange
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. X Yes No
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by stockholders who are
not directors or executive officers of the registrant was approximately
$1.2 billion based on the last reported sale price of the registrant's common
stock on the New York Stock Exchange composite tape on March 4, 1996.
The number of shares of common stock, par value $.01, outstanding as of
March 4, 1996 was 30,355,892.
DOCUMENTS INCORPORATED BY REFERENCE
Certain of the information called for by Parts I through IV, respectively, of
this report on Form 10-K is incorporated by reference from certain portions of
(a) the Annual Report to Shareholders of the registrant for the year ended
December 31, 1995, and (b) the Proxy Statement of the registrant to be filed
pursuant to Regulation 14A and to be sent to shareholders in connection with the
Annual Meeting of Stockholders to be held on May 16, 1996. Such Report and
Proxy Statement, except for the parts therein which have been specifically
incorporated herein by reference, shall not be deemed "filed" as part of this
report on Form 10-K.
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PART I
ITEM 1. BUSINESS
GENERAL
United Asset Management Corporation ("UAM" or the "Company") is a holding
company organized in December, 1980 to acquire and own firms that provide
investment advisory services primarily for institutional clients. The Company's
45 wholly owned subsidiaries (the "Affiliated Firms" or the "Firms") operate in
one business segment, that is, as investment advisers, managing both domestic
and international investment portfolios for corporate, government and union
pension funds, endowments and foundations, mutual funds and individuals. UAM
intends to continue expanding through the internal growth of its present
Affiliated Firms and through the acquisition or organization of additional firms
in the future (see "Affiliated Firms"). In addition, UAM plans to continue to
diversify, both domestically and internationally, with respect to both the
classes of assets managed for institutional investors and client base.
While UAM's Affiliated Firms primarily specialize in the management of U.S.
equities, bonds and cash, other asset classes under management have grown
significantly over recent years to include real estate, international securities
and stable value assets.
Advisory fees based on the assets of pension plans, profit sharing plans,
endowments and foundations provide the substantial portion of the Company's
revenues. Such clients are sometimes referred to as "institutional" clients,
and they are generally "tax-exempt" in that the income and any capital gains
which result from their portfolio investments are not taxable to them under
present law. Advisory fees are primarily based on the value of assets under
management. Fee rates typically decline as account size increases. The assets
of institutional clients have generally been growing, with the most rapid growth
achieved by pension and profit sharing plans (sometimes called employee benefit
plans). For the year ended December 31, 1995, no single client of any
Affiliated Firm provided more than 2% of the Company's consolidated revenues.
Accordingly, the loss of any single client would not have a material adverse
effect on the Company's total investment management business.
Each Affiliated Firm operates under its own name, with its own investment
philosophy and approach. Each conducts its own investment analysis, portfolio
selection, marketing and client service. During any given period, investment
results may vary among Firms. Client fees are set by each Firm based on its own
judgment concerning the market for the services it renders. Each Firm is
separately regulated under applicable federal, state or foreign law.
In addition to the Firms' individual efforts, UAM has established
several distribution and client service organizations which are avaialable to
the Affiliated Firms to supplement the investment management services being
provided by them. This is described more fully under "Method of Operation."
UAM has established revenue sharing agreements with the Affiliated Firms
which are described more fully under "Revenue Sharing." These agreements
provide for UAM to derive increased or decreased income from each Affiliated
Firm, based on a percentage of the change in each Firm's revenues from year to
year, starting from a base amount agreed upon in the year of acquisition. These
arrangements allow each Firm to set its own operating expense budget and
compensation practices, limited by the share of revenues available to the Firm.
1
THE INDUSTRY
Revenues in the institutional investment management industry are determined
primarily by fees based on assets under management. Therefore, the principal
determinant of growth in the industry is the growth of institutional assets
under management. In management's judgment, the major factors which influence
changes in institutional assets under management are: (a) changes in the market
value of securities; (b) net cash flow into or out of existing accounts; (c)
gains of new or losses of existing accounts by specific firms or segments of the
industry; and (d) the introduction of new products by the industry or by
particular firms.
In general, assets under management in the institutional segments of the
industry have increased steadily. For example, Money Market Directories, Inc.
recorded in its 1996 Directory $3.7 trillion in assets under management in
accounts of employee benefit plans, foundations and endowments within the United
States as of mid-1995, which represents an average compound five-year annual
growth rate of 8.4% over the corresponding figure as of mid-1990. The largest
institutional segment of assets under management has been employee benefit plan
assets. The 1996 Directory reported $3.5 trillion of employee benefit plan
assets under management as of mid-1995, which represents an average compound
five-year annual growth rate of 8.5% over the corresponding figure as of mid-
1990.
The employee benefit plan market includes two principal sectors: defined
benefit and defined contribution plans. The majority of U.S. retirement plan
assets are in defined benefit plans, which assure workers of a particular level
of pension benefits when they retire. The Employee Retirement Income Security
Act of 1974 ("ERISA") and the Internal Revenue Code of 1986 (the "Code") require
employers to fund their defined benefit plans sufficiently to generate the
benefits they have promised. However, the Code also discourages overfunding of
defined benefit plans by employers by limiting tax deductions for contributions
to fully funded plans. In management's opinion, high investment returns
experienced in the 1980s and thus far in the 1990s has resulted in many defined
benefit retirement plans reaching or exceeding their full funding limits based
on actuarial calculations; therefore, many corporations ceased to contribute
additional cash to the plans. However, if the value of plan assets declines due
to market factors, or if sustained periods of low interest rates cause an
increase in the actuarial value of plan liabilities, employers will generally be
obligated to step up contributions to their defined benefit pension plans. This
counter-cyclical funding pattern for defined benefit plans helps to smooth out
fluctuations in the growth of plan assets under management by firms that provide
investment advisory services to sponsors of defined benefit plans, and
therefore, it helps to smooth out fluctuations in the revenues of these
investment managers. Under defined contribution plans, on the other hand,
employers may contribute to their employees' retirement funds on a tax-
advantaged basis, but individual employees often decide how their plan assets
will be invested. Defined contribution plans are the fastest growing sector of
the employee benefit plan market.
The number and size of investment management firms which UAM would consider
acquiring have grown in the past five years. The 1991 Money Market Directory
showed 1,133 investment advisory firms (including branch offices) within the
United States managing $2.9 trillion as of mid-1990. The 1996 Directory showed
1,349 such firms (including branch offices) within the United States managing
approximately $6.6 trillion of assets as of mid-1995, which represents an
average compound five-year annual growth rate of 18.0% over the corresponding
assets of mid-1990.
2
COMPETITION
The Affiliated Firms compete with a large number of investment management
firms, principally those engaged in the management of institutional accounts.
In addition, the Affiliated Firms compete with commercial banks and insurance
companies, many of which have substantially greater capital and other resources
and some of which offer a wider range of financial services. Furthermore, each
of the Affiliated Firms may compete with other Affiliated Firms for clients.
Management believes that the most important factors affecting competition
in the investment management industry are the abilities and reputations of
investment managers, differences in the investment performance of investment
management firms and the development of new investment strategies, information
technologies and client service capabilities, rather than differences in
advisory fees.
Barriers to entry are low, and firms are relatively long-lived in the
investment management business. A new investment management firm has low
capital requirements. Maintaining the firm requires only the continued
involvement of its professional personnel. A major portion of profits may be
regularly withdrawn because new capital commitments are limited and rarely
necessary.
UAM competes, with respect to the acquisition of investment management
firms, with many other potential purchasers of investment management firms,
including insurance companies, banks and other investment groups. For the most
part, these acquirers have sought a single firm rather than undertaking a
program of acquisitions similar to UAM's. As a result of its continuing
acquisition activities, including regular contacts with potential acquisition
candidates, UAM has an extensive knowledge of the candidate population both
domestically and internationally.
UAM'S ACQUISITION PROGRAM
Since its inception, UAM has sought to acquire or to organize institutional
investment management firms. Once it has acquired or organized such firms, UAM
seeks to preserve their autonomy by allowing their key employees to retain
control of investment decisions and manage the day-to-day operations. Where the
Affiliated Firm is acquired from its employee-stockholders, the former
stockholders receive the added benefits of a more diversified company by virtue
of their equity ownership in UAM.
UAM conducts its own acquisition activities rather than relying primarily
upon outside agents to find and develop acquisition candidates for it. UAM's
activities include regular mailing and calling programs through which UAM seeks
to contact and visit potential acquisition candidates on a regular basis. UAM
is willing to use finders to locate suitable candidates and has paid finders'
fees on four occasions. Once acquisition negotiations begin, UAM utilizes its
own staff and outside legal counsel to negotiate price, terms and the wording of
specific documents required. Typically, a definitive purchase agreement is
signed, and then each of the clients of the firm to be acquired is contacted by
a principal of that firm in order to obtain the client's consent to the
assignment of its advisory contract as required by the Investment Advisers Act
of 1940. Once sufficient consents have been received, the acquisition is
completed. Consent of all of a firm's clients has been obtained in connection
with virtually all of UAM's acquisitions to date.
3
After acquisition by UAM, Affiliated Firms continue to operate under their
own firm name, with their own leadership and individual investment philosophy
and approach. UAM seeks to achieve diversity by acquiring investment management
firms having different investment philosophies and strategies and specializing
in different asset classes. In addition, UAM has acquired or organized firms at
various stages of their development, from start-up to relatively mature firms
and has acquired both employee-stockholder firms and subsidiaries or divisions
of financial institutions.
UAM has observed that the major reasons that employee-owned firms consider
selling to UAM include: (a) the high value of the firm relative to its
principals' total net worth; (b) the need for liquidity on the part of the
principals; and (c) their desire for diversification and a reduction in their
exposure to a single firm's results. Substantially all the key employees of
Affiliated Firms continue to be vigorously involved in their firm long after its
acquisition by UAM.
In purchasing investment management firms, UAM has structured the
transactions in order to create incentives for the key personnel to remain with
their firm after the expiration of their employment agreements. The key
employees have entered into employment and non-competition agreements for terms
ranging primarily from five to 12 years, which also prohibit the employees from
competing with their firm for a substantial period after termination of
employment. Most of the key employees of the Affiliated Firms were stockholders
of such firms prior to their acquisition by UAM. In connection with the
purchases, the former stockholders and/or key employees have typically received
consideration in the form of cash, subordinated notes and warrants to purchase
UAM common stock, or UAM common stock. The subordinated notes, which may be
used to exercise the warrants, generally have terms between five and ten years.
The key employees of each Affiliated Firm also participate directly, through a
revenue sharing arrangement, in revenues of their firm and meet the firm's
expenses from their share of these revenues, as described more fully under
"Revenue Sharing."
UAM has over the past several years identified a substantial number of
institutional investment management firms both domestically and internationally
which it believes may be candidates for future acquisition on the basis of an
evaluation of their personnel, investment approach, client base, revenues and
profitability.
To fund acquisitions, the Company utilizes its existing capital, together
with Operating Cash Flow (net income plus amortization and depreciation) and
borrowings available under the $400,000,000 Reducing Revolving Credit Agreement
(as more fully described in Note 3 to the Consolidated Financial Statements, see
Items 8 and 14). Such borrowings are secured by the stock of the Company's
subsidiaries. Subsequent to December 31, 1995, the Company is extending and
expanding its Credit Agreement into a five year, $500,000,000 revolving
facility.
METHOD OF OPERATION
UAM itself does not manage portfolio investments for clients and does not
provide any investment advisory services to Affiliated Firms and therefore is
not registered as an investment adviser under federal, state or foreign law.
UAM respects the individual character of each Affiliated Firm and seeks to
preserve an environment in which each Firm may continue to provide investment
management services which are intended to meet the particular needs of each
Firm's clients. UAM provides assistance to the Affiliated Firms in
connection with the preparation of separate company financial statements, tax
matters,
4
insurance and maintenance of a company-wide profit sharing retirement plan.
In addition, UAM has an operations group composed of senior officers of the
Company which is responsible for establishing new marketing and service
organizations, creating growth incentives and encouraging the undertaking of
new projects and programs by the Affiliated Firms. Upon request, the
Operations Group is also available to assist Affiliated Firms in planning for
future growth and management development, particularly with respect to
succession planning. The Company also sponsors several seminars and meetings
for executives from each of the Affiliated Firms and from UAM which serve as
forums for sharing business information.
UAM seeks to assist the Affiliated Firms in their marketing activities by
providing resources and support for developing new products and reaching new
markets. As a part of these efforts, UAM organized UAM Funds, Inc. previously
named The Regis Fund, Inc., a series mutual fund in which Affiliated Firms may
open portfolios to pool client accounts in an efficient, cost-effective manner
and to provide additional investment styles. As of December 31, 1995, 17 of the
Affiliated Firms had opened, in the aggregate, 36 UAM Fund portfolios, and such
portfolios held assets totaling $2.1 billion.
In 1993, UAM established Regis Retirement Plan Services in response to the
growth in the defined contribution plan sector of the market by offering bundled
products, including investment management capabilities through the UAM Fund
portfolios managed by the Affiliated Firms, as well as employee education,
recordkeeping and trustee services to the sponsors of these plans.
In 1994, UAM established United Asset Management (Japan), Inc. to offer and
service products managed by the Affiliated Firms to Japanese investors. This
affiliate is a single entity delivering service locally in Japan, but it
represents the great breadth of expertise available in all of UAM's Affiliated
Firms. It is currently registered in Japan as a non-discretionary adviser, and
is preparing to apply for a license to offer discretionary investment services
to Japanese institutional investors.
In 1995, UAM established two additional marketing and service
organizations. UAM Investment Services, Inc. was organized to provide
multi-product and global capabilities to large defined benefit plans and
other major institutional investors such as insurance companies, as well as
to financial planners. This new unit does not replace but supplements the
marketing and client service activities of the Affiliated Firms and
participation in it is voluntary on the part of each firm. It will provide a
single convenient channel through which clients both domestically and abroad,
can utilize the many investment products offered by the affiliated firms. In
addition, UAM Fund Services, Inc. was formed to oversee the numerous service
providers currently being used by some of UAM's Firms to support their funds
that are part of UAM Funds, Inc. or their own separate family of funds.
UAM believes that the professional independence of the Affiliated Firms and
the continuing diversification of investment philosophies and approaches within
the Company are necessary ingredients of UAM's success and that of the
Affiliated Firms. The key employees of each Affiliated Firm at the time of
acquisition by UAM have continued with their Firm in accordance with employment
agreements executed in connection with each acquisition, have remained on their
Firm's Board of Directors, and have continued to serve as its executive
officers. Each Affiliated Firm's directors and officers are responsible for
reviewing their respective Firm's results, plans and budgets. UAM intends to
continue the method of operation described above as it acquires or organizes
additional firms.
5
REVENUE SHARING
UAM operates with the Affiliated Firms under "revenue sharing"
agreements. The agreements permit each Firm to retain a specified percentage
of its revenues (typically 50-70%) for use by its principals at their
discretion in paying expenses of operations, including salaries and bonuses.
The purposes of the agreements are to provide significant ongoing incentives
for the principals of the Affiliated Firms to continue working as they did
prior to the sale of their firm to UAM and to allow UAM to participate in the
growth of revenues of each Affiliated Firm. The agreements are designed to
allow each Firm's principals to participate in that Firm's growth in a
substantial manner and to make operating decisions freely within the limits
of that portion of the Firm's revenues which is retained under the Firm's
control. In effect, the portion of its revenues retained by each Firm that
is not used to pay salaries and other operating expenses is available for
payment to the principals and other key employees of such Firm in the form of
bonuses. Thus, the portion of Affiliated Firm revenues retained by the Firms
and used to pay salaries, fund operating expenses and bonuses is included in
the Company's Consolidated Statement of Income.
Under each agreement, when an Affiliated Firm is acquired by UAM, the "base
revenues" of the Firm are established, and a share of such revenues is allocated
to UAM, with the remaining balance being the acquired Firm's share of revenues.
In addition, agreement is reached on the Firm's and UAM's respective percentage
shares of changes in such Firm's revenues compared to its base revenues. The
Affiliated Firm is required to pay for all of its business expenses out of its
share of its revenues. Each year, the amount of the Affiliated Firm's revenues
that is paid to UAM and the amount that is retained by the Firm are adjusted
upwards in the case of growth in such Firm's revenues over its base, or
downwards in the case of decreases in such Firm's revenues below its base, by
applying the agreed-upon percentages to the total increase or decrease in the
Firm's revenues. Under most of the existing revenue sharing agreements, UAM's
share of increases above a Firm's base revenues is between 30% and 50%, and
UAM's share of decreases below a Firm's base revenues is between 50% and 70%.
Thus, in any year in which the Affiliated Firm's revenues increase over its base
revenues, the Firm retains a portion of such additional amounts to use as its
principals may decide. The balance of the increase in the Affiliated Firm's
revenues is paid to UAM, in addition to UAM's share of such Firm's base
revenues. In any year in which the Affiliated Firm's revenues decrease to a
level below its base revenues, the Firm's share of its base revenues is reduced
by the Firm's portion of the decrease, and therefore, the Firm may need to
reduce its expenses. Similarly, the revenue sharing amount paid to UAM will be
reduced by UAM's share of any decline in the Affiliated Firm's revenues below
its base.
In addition to revenue sharing with its Affiliated Firms, UAM has
designed several incentive programs to reward business growth, client
retention, investment performance and managerial development. Incentives
awarded pursuant to these programs are paid in the form of cash, stock
options, incentive growth shares or some combination thereof.
6
AFFILIATED FIRMS
Each of the Affiliated Firms conducts its own marketing, client relations,
research, portfolio management and administrative functions. Each Firm sets its
own investment advisory fees and manages its business independently on a day-to-
day basis.
The investment philosophy, style and approach of each Affiliated Firm are
independently determined by it, and these philosophies, styles and approaches
may vary substantially from Firm to Firm. As a consequence, more than one
Affiliated Firm may be retained by a single client since many clients employ
multiple investment advisers. The strategies employed and securities selected
by Affiliated Firms are separately chosen by each of them, with the result that
any one Firm may be bullish on the stock or bond market while another Firm is
bearish. Two of the Affiliated Firms are full-service institutional real estate
investment management firms with $13.3 billion of assets under management at
year end. These Firms invest in real estate properties in the U.S. and overseas
for their U.S. and foreign clients and provide a broad spectrum of real estate
services, including research, acquisition and disposition, financing and asset
and property management. In addition, another Affiliated Firm, with
$7.4 billion of assets under management at year end, manages stable value asset
portfolios such as guaranteed investment contracts ("GICs") and synthetic GICs.
All of these differences, when combined with the separate names and
identities of the various Affiliated Firms may: (a) tend to insulate UAM from
the various cycles of market performance for specific asset classes and
individual Firms; (b) permit more than one Affiliated Firm to serve any single
client; and (c) mean that some Affiliated Firms may attract substantial new
business while other Firms may be growing more slowly or losing business.
On December 31, 1995, UAM's 45 Affiliated Firms had 6,040 clients with
$142.1 billion of assets under management for an average account size of $23.5
million. On a fee basis, the 20 largest clients represented 10% of total
revenues and the 100 largest clients represented 21%. On an asset basis, the 20
largest clients represented 16% of the total assets under management and the 100
largest clients represented 34%. The client list includes many of the largest
corporate, government, charitable and union funds in the U.S. and abroad along
with the funds of several mutual fund organizations, many individuals and a
number of professional groups. Additional information regarding the number of
clients and types and amounts of assets under management is found in the table
on page 38 of the Company's 1995 Annual Report to Shareholders (the "Annual
Report"), which table is incorporated herein by reference.
The following table summarizes UAM's asset mix:
Assets Under Management at December 31,
(in $ millions) 1993 1994 1995
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U.S. Equities $ 57,305 57% $ 52,546 50% $ 84,465 59%
U.S. Bonds and Cash 23,116 23 20,530 20 25,130 18
Real Estate 8,858 9 13,389 13 14,227 10
International Securities 10,805 11 10,587 10 10,897 8
Stable Value - - 6,994 7 7,405 5
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$100,084 100% $104,046 100% $142,124 100%
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7
As previously described, each of the Affiliated Firms is responsible for
and provides its own marketing of its investment management services.
Typically, one or more of the employees at each Firm is responsible for making
an initial contact with prospective clients. Most Firms have brochures
describing the Firm, its principals and its investment approach. These
brochures are mailed to prospective clients. In addition, clients are solicited
by telephone and in person. Once an initial contact is made, several face-to-
face meetings between the principals of such Firm and the prospective client
take place at which investment philosophy, management fees and a variety of
other related matters are discussed.
REGULATION
UAM's domestic investment advisory subsidiaries are registered with
and subject to regulation by the Securities and Exchange Commission
(the "SEC") under the Investment Advisers Act of 1940 and, where applicable,
under state advisory laws. The Company's foreign investment advisory affiliates
are members of or subject to certain self-regulatory bodies or other regulatory
agencies. The Company's brokerage subsidiaries are registered as broker-dealers
with the SEC under the Securities Exchange Act of 1934 and, where applicable,
under state securities laws, and are regulated by the SEC, state securities
administrators and the National Association of Securities Dealers, Inc. Three
Affiliated Firms are regulated by the Commodities Futures Trading Commission,
and two own trust companies which are subject to regulation by the Office of
Comptroller of the Currency or applicable state law.
UAM's domestic investment advisory subsidiaries are subject to ERISA and to
regulations promulgated thereunder to the extent they are "fiduciaries" under
ERISA with respect to their clients.
Registrations, reporting, maintenance of books and records and
compliance procedures required by these laws and regulations promulgated
thereunder are maintained by each UAM subsidiary on an independent basis.
The officers, directors and employees of UAM's investment advisory
subsidiaries may from time to time own securities which are also owned by one or
more of their clients. Each such Firm has internal guidelines and codes of
ethics with respect to individual investments, and requires reporting of
securities transactions and restricts certain transactions so as to minimize
possible conflicts of interest.
8
UAM's Affiliated Firms as of December 31, 1995 are listed below in the
order in which they were acquired or organized.
Principal Acquired
Affiliated Firm Location or Organized
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Nelson, Benson & Zellmer, Inc. Denver, CO August, 1983
Chicago Asset Management Company Chicago, IL October, 1983
Hamilton, Allen & Associates, Inc. Atlanta, GA February, 1984
Hellman, Jordan Management Company, Inc. Boston, MA August, 1984
Thompson, Siegel & Walmsley, Inc. Richmond, VA December, 1984
Sterling Capital Management Company Charlotte, NC December, 1984
Analytic Investment Management, Inc.(1) Irvine, CA May, 1985
Northern Capital Management, Inc. Madison, WI January, 1986
Cooke & Bieler, Inc. Philadelphia, PA February, 1986
Olympic Capital Management, Inc. Seattle, WA June, 1986
Fiduciary Management Associates, Inc. Chicago, IL June, 1986
Investment Counselors of Maryland, Inc. Baltimore, MD December, 1986
Hagler, Mastrovita & Hewitt, Inc. Boston, MA December, 1986
Rothschild/Pell, Rudman & Co., Inc. Baltimore, MD December, 1986
Rice, Hall, James & Associates San Diego, CA May, 1987
C.S. McKee & Company, Inc. Pittsburgh, PA August, 1987
Hanson Investment Management Company San Rafael, CA August, 1987
Barrow, Hanley, Mewhinney & Strauss, Inc. Dallas, TX January, 1988
Sirach Capital Management, Inc. Seattle, WA January, 1989
Dewey Square Investors Corporation Boston, MA May, 1989
The Campbell Group, Inc. Portland, OR May, 1989
Cambiar Investors, Inc. Englewood, CO August, 1990
Newbold's Asset Management, Inc. Bryn Mawr, PA September, 1990
First Pacific Advisors, Inc. Los Angeles, CA June, 1991
Spectrum Asset Management, Inc. Stamford, CT November, 1991
Acadian Asset Management, Inc. Boston, MA February, 1992
Alpha Global Fixed Income Managers London, England March, 1992
The L&B Group Dallas, TX June, 1992
NWQ Investment Management Company Los Angeles, CA October, 1992
Tom Johnson Investment Management, Inc. Oklahoma City, OK December, 1992
Regis Retirement Plan Services New York, NY February, 1993
Pell, Rudman & Co., Inc. Boston, MA March, 1993
Ki Pacific Asset Management London, England June, 1993
Heitman Financial Ltd. Chicago, IL August, 1993
Murray Johnstone Limited Glasgow, Scotland November, 1993
GSB Investment Management, Inc. Fort Worth, TX December, 1993
Dwight Asset Management Company Burlington, VT January, 1994
Investment Research Company Chicago, IL February, 1994
Suffolk Capital Management, Inc. New York, NY July, 1994
United Asset Management (Japan), Inc. Tokyo, Japan October, 1994
UAM Investment Services, Inc. Boston, MA January, 1995
Provident Investment Counsel Pasadena, CA February, 1995
Pilgrim Baxter & Associates Wayne, PA April, 1995
Jacobs Asset Management Fort Lauderdale, FL July, 1995
UAM Fund Services, Inc. Boston, MA October, 1995
(1) Name was changed from Analytic Investment Management, Inc. to Analytic-TSA
Global Asset Management, Inc., on January 31, 1996, upon the acquisition of
TSA Capital Management, Inc.
9
EMPLOYEES
The UAM holding company has 51 employees, seven of whom are executive
officers of UAM (see Item 10, Directors and Executive Officers). Each
Affiliated Firm employs its own investment advisory, marketing and client
service, administrative and operations personnel as needed to provide
advisory services to its clients and to maintain necessary records in
accordance with various regulatory agencies (see "Affiliated Firms" and
"Regulation" on pages 7 and 8, respectively). At December 31, 1995, the
Company as a whole employed 2,171 persons. These numbers exclude 1,783
individuals who are employed by the property management subsidiaries of The
L&B Group and Heitman Financial Ltd. and whose total compensation is billed
directly to clients of these affiliates.
ITEM 2. PROPERTY
UAM's only offices are its executive offices in Boston, Massachusetts,
which occupy approximately 17,000 square feet under a lease which expires in
1997. Affiliated Firms are likewise lessees of their respective offices under
leases which expire at various dates.
ITEM 3. LEGAL PROCEEDINGS
Certain of the Company's subsidiaries are subject to legal proceedings
arising in the ordinary course of business. On the basis of information
presently available and advice received from counsel, it is the opinion of
management that the disposition or ultimate determination of such legal
proceedings will not have a material adverse effect on the financial position
of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matters were submitted to the vote of the security holders of the
Company during the fourth quarter of the fiscal year covered by this report.
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
As of December 31, 1995, there were 447 shareholders of record. As of
March 4, 1996, there were 471 shareholders of record. The balance of the
information required by this item is incorporated herein by reference to the
"Common Stock Information" appearing on page 57 of the Annual Report.
ITEM 6. SELECTED FINANCIAL DATA
The information required by this item is incorporated herein by reference
to the "Eleven Year Review" appearing on pages 42 and 43 of the Annual Report.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The information required by this item is incorporated herein by reference
to the "Management's Discussion and Analysis" appearing on pages 39 through 41
of the Annual Report.
10
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this item is incorporated herein by reference
to the "Selected Quarterly Financial Data" on page 57 of the Annual Report,
"Consolidated Financial Statements" and "Notes to the Consolidated Financial
Statements" appearing on pages 44 through 55 of the Annual Report and the
"Report of Independent Accountants" on page 56 of the Annual Report. (See also
the "Financial Statement Schedule" filed under Item 14 of this Form 10-K.)
ITEM 9. DISAGREEMENTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by this item is incorporated herein by reference
to the sections entitled "Election of Directors-Nominees for Election as
Directors" and "Executive Compensation-Executive Officers" included in the
Company's Proxy Statement for the Annual Meeting of Stockholders to be held on
May 16, 1996 (the "Proxy Statement").
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is incorporated herein by reference
to the sections entitled "Executive Compensation-Summary Compensation Table,"
"Executive Compensation-Option Grants in 1995," "Executive Compensation-
Aggregated Option Exercises in 1995 and Option Values at December 31, 1995" and
"Election of Directors-Directors' Fees" included in the Proxy Statement.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by this item is incorporated herein by reference
to the section entitled "Voting Securities" included in the Proxy Statement.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated herein by reference
to the section entitled "Election of Directors-Certain Transactions" included in
the Proxy Statement.
11
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements
The following consolidated financial statements of United Asset Management
Corporation and report of independent accountants, included on pages 44
through 56 of the Annual Report, are incorporated herein by reference as a
part of this Form 10-K:
Page(s) in the
Title Annual Report
----- -------------
Report of Independent Accountants 56
Consolidated Balance Sheet as of December 31, 1995
and 1994 44
Consolidated Statement of Income for the three years
ended December 31, 1995 45
Consolidated Statement of Cash Flows for the three
years ended December 31, 1995 46
Consolidated Statement of Changes in Stockholders'
Equity for the three years ended December 31, 1995 47
Notes to Consolidated Financial Statements 48-55
2. Financial Statement Schedule
The following consolidated financial statement schedule and report of
independent accountants are filed as a part of this Form 10-K and are
located on the following pages:
Page
----
Report of Independent Accountants on Financial F-1
Statement Schedule
Schedule VIII Valuation and Qualifying Accounts for F-3
the three years ended December 31, 1995
All other schedules have been omitted since they are not required, not
applicable or the information is contained in the Financial Statements or
Notes thereto.
12
3. Exhibits
Exhibit
Number Title
------ -----
(1) 3.1 Restated Certificate of Incorporation of the Registrant.
(1) 3.2 By-Laws of the Registrant.
(2) 4.1 Specimen Certificate of Common Stock,
$.01 par value, of the Registrant.
(3) 4.2 Agreement to furnish copies of subordinated debt instruments
to the Commission.
9.0 Not Applicable
(4) 10.1 Acquisition Agreement by and among United Asset Management
Corporation, Heitman Financial Ltd., JMB Institutional
Realty Corporation, JMB Realty Corporation and Certain
Affiliates of JMB Institutional Realty Corporation and JMB
Realty Corporation dated as of October 18, 1994.
(4) 10.2 Acquisition Agreement by and among United Asset Management
Corporation, Provident Investment Counsel, PIC Newco, Inc.
and the Stockholders of Provident Investment Counsel dated
as of November 10, 1994.
(1) 10.3 Second Amended and Restated Reducing Credit Agreement dated
as of November 18, 1994, among United Asset Management
Corporation, the banks parties thereto, Morgan Guaranty
Trust Company of New York, as Agent, and The First National
Bank of Boston, as Collateral Agent.
(5) 10.4 Note Purchase Agreement dated as of August 1, 1995.
(5) 10.5 First Amendment and consent dated as of August 1, 1995 to
the Second Amended and Restated Credit Agreement dated as of
November 18, 1994.
(6) 10.6 United Asset Management Corporation Profit Sharing and
401(k) Plan dated as of May 11, 1989 and amended and
restated as of November 26, 1990.
(7) 10.7 Revised First Amendment to United Asset Management
Corporation Profit Sharing and 401(k) Plan effective as of
January 1, 1992.
(7) 10.8 Second Amendment to United Asset Management Corporation
Profit Sharing and 401(k) Plan effective as of January 1,
1993.
(1) 10.9 Third Amendment to United Asset Management Corporation
Profit Sharing and 401(k) Plan effective as of January 1,
1994.
13
10.10 Fourth Amendment to United Asset Management Corporation
Profit Sharing and 401(k) Plan effective as of January 1,
1995.
(1) 10.11 1994 Stock Option Plan.
(1) 10.12 1994 Eligible Directors Stock Option Plan.
10.13 United Asset Management Corporation Deferred Compensation
Plan effective January 1, 1994.
(8) 10.14 Consulting Agreement between United Asset Management
Corporation and David I. Russell dated as of January 1,
1993.
11.1 Calculation of Earnings Per Share.
12.0 Not Applicable
13.1 Annual Report to Shareholders for the Year Ended
December 31, 1995.
16.0 Not Applicable
18.0 Not Applicable
21.1 Subsidiaries of the Registrant.
22.0 Not Applicable
23.1 Consent of Independent Accountants.
24.0 Not Applicable
27.0 Financial Data Schedule for the Year Ended
December 31, 1995.
28.0 Not Applicable
_________________
(1) Filed as an exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1994, and incorporated herein by
reference.
(2) Filed as an Exhibit to the Company's Form S-1 as filed with the
Commission and which became effective on August 22, 1986, and
incorporated herein by reference (Registration No. 33-6874).
(3) Filed as an Exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1988, and incorporated herein by
reference.
(4) Filed as an Exhibit to the Company's Current Report on Form 8-K
as filed with the Commission on December 1, 1994, and
incorporated herein by reference.
(5) Filed as an Exhibit to the Company's Quarterly Report on
Form 10-Q for the period ended September 30, 1995, and
incorporated herein by reference.
(6) Filed as an Exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1990, and incorporated herein by
reference.
14
(7) Filed as an Exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1993, and incorporated herein by
reference.
(8) Filed as an Exhibit to the Company's Annual Report on Form 10-K
for the year ended December 31, 1992, and incorporated herein by
reference.
Location of Documents Pertaining to Executive Compensation Plans and
Arrangements:
(1) 1994 Stock Option Plan, Exhibit 10.11 to this Form 10-K.
(2) 1994 Eligible Directors Stock Option Plan, Exhibit 10.12 to this
Form 10-K.
(3) United Asset Management Corporation Deferred Compensation Plan
effective January 1, 1994, Exhibit 10.13 to this Form 10-K.
(4) Consulting Agreement between United Asset Management Corporation and
David I. Russell dated as of January 1, 1993 - Form 10-K for fiscal
year ended December 31, 1992, Exhibit 10.14 to this Form 10-K.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Company during the fourth quarter
of the fiscal year covered by this report.
15
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
UNITED ASSET MANAGEMENT CORPORATION
-----------------------------------
(Registrant)
Date: March 28, 1996 By /s/ Norton H. Reamer
---------------------------------
Norton H. Reamer
President and
Chief Executive Officer
By /s/ William H. Park
---------------------------------
William H. Park
Executive Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant in
the capacities and on the dates indicated.
/s/ Norton H. Reamer
- ----------------------------------
(Norton H. Reamer) Director March 28, 1996
/s/ Richard A. Englander
- ----------------------------------
(Richard A. Englander) Director March 28, 1996
/s/ Robert J. Greenebaum
- ----------------------------------
(Robert J. Greenebaum) Director March 28, 1996
/s/ Charles E. Haldeman, Jr.
- ----------------------------------
(Charles E. Haldeman, Jr.) Director March 28, 1996
/s/ Robert M. Kommerstad
- ----------------------------------
(Robert M. Kommerstad) Director March 28, 1996
/s/ M. Thomas Lardner
- ----------------------------------
(M. Thomas Lardner) Director March 28, 1996
/s/ Jay O. Light
- ----------------------------------
(Jay O. Light) Director March 28, 1996
/s/ John F. McNamara
- ----------------------------------
(John F. McNamara) Director March 28, 1996
/s/ David I. Russell
- ----------------------------------
(David I. Russell) Director March 28, 1996
/s/ Philip Scaturro
- ----------------------------------
(Philip Scaturro) Director March 28, 1996
/s/ John A. Shane
- ----------------------------------
(John A. Shane) Director March 28, 1996
/s/ Barbara S. Thomas
- ----------------------------------
(Barbara S. Thomas) Director March 28, 1996
16
Exhibit 11.1
UNITED ASSET MANAGEMENT CORPORATION
CALCULATION OF EARNINGS PER SHARE
(in thousands, except per-share amounts)
Year Ended December 31,
-----------------------------------------
1995 1994 1993
Common and common equivalent
shares:
Net income................... $67,317 $59,012 $53,287
Adjustments thereto (1)...... 4,790 - -
------- ------- -------
Adjusted net income.......... $72,107 $59,012 $53,287
------- ------- -------
------- ------- -------
Average shares outstanding... 30,200 28,084 25,968
Adjustments thereto (2)...... 3,076 1,441 2,913
------- ------- -------
Shares used in computation...... 33,276 29,525 28,881
------- ------- -------
------- ------- -------
Per share....................... $ 2.17 $ 2.00 $ 1.85
------- ------- -------
------- ------- -------
Common shares-assuming full
dilution:
Net income................... $67,317 $59,012 $53,287
Adjustments thereto (1)...... 4,653 - -
------- ------- -------
Adjusted net income.......... $71,970 $59,012 $53,287
------- ------- -------
------- ------- -------
Average shares outstanding... 30,200 28,084 25,968
Adjustments thereto (2)...... 3,076 1,486 3,127
------- ------- -------
Shares used in computation...... 33,276 29,570 29,095
------- ------- -------
------- ------- -------
Per share....................... $ 2.16 $ 2.00 $ 1.83
------- ------- -------
------- ------- -------
______________
(1) The proceeds from the exercise of stock options and warrants in accordance
with the modified treasury stock method are first used to buy back up to
20% of the Company's common stock at the average price for the period in
the primary calculation and at the higher of the average or closing price
in the fully diluted calculation. Any remaining proceeds are used to
retire debt, and this adjusts income for the interest assumed to be saved,
net of income tax, from the use of such proceeds.
(2) Adjusts shares for stock options and warrants under the modified treasury
stock method and contingently issuable shares based on the probability of
issuance, after adjusting for the stock assumed repurchased in accordance
with (1) above.
17
UNITED ASSET MANAGEMENT CORPORATION Exhibit 21.1
SUBSIDIARIES OF THE REGISTRANT
Jurisdiction of Financial
Affiliated Firm Organization Statements
- --------------- ------------ ----------
Acadian Asset Management, Inc. Massachusetts Consolidated
Alpha Global Fixed Income Managers Delaware Consolidated
Analytic-TSA Global Asset Management, Inc. California Consolidated
Barrow, Hanley, Mewhinney & Strauss, Inc. Nevada Consolidated
Cambiar Investors, Inc. Colorado Consolidated
The Campbell Group, Inc. Delaware Consolidated
Chicago Asset Management Company Delaware Consolidated
Cooke & Bieler, Inc. Pennsylvania Consolidated
Dewey Square Investors Corporation Delaware Consolidated
Dwight Asset Management Company Delaware Consolidated
Fiduciary Management Associates, Inc. Delaware Consolidated
First Pacific Advisors, Inc. Massachusetts Consolidated
GSB Investment Management, Inc. Delaware Consolidated
Hagler, Mastrovita & Hewitt, Inc. Delaware Consolidated
Hamilton, Allen & Associates, Inc. Delaware Consolidated
Hanson Investment Management Company California Consolidated
Heitman Financial Ltd. Delaware Consolidated
Heitman Properties Ltd.(1) Illinois Consolidated
Heitman/JMB Advisory Corporation Illinois Consolidated
Hellman, Jordan Management Company, Inc. Delaware Consolidated
Investment Counselors of Maryland, Inc. Maryland Consolidated
Investment Research Company Illinois Consolidated
Jacobs Asset Management Delaware Consolidated
Tom Johnson Investment Management, Inc. Massachusetts Consolidated
Ki Pacific Asset Management, Inc. Delaware Consolidated
L&B Realty Advisors, Inc. (The L&B Group) Delaware Consolidated
L&B Institutional Property Managers, Inc.(2) Delaware Consolidated
L&B Real Estate Counsel Texas Consolidated
C.S. McKee & Company, Inc. Pennsylvania Consolidated
Murray Johnstone Limited Scotland Consolidated
Nelson, Benson & Zellmer, Inc. Colorado Consolidated
Newbold's Asset Management, Inc. Pennsylvania Consolidated
Northern Capital Management, Inc. Wisconsin Consolidated
NWQ Investment Management Company Massachusetts Consolidated
Olympic Capital Management, Inc. Washington Consolidated
Pell, Rudman & Co., Inc. Delaware Consolidated
Pilgrim Baxter & Associates Delaware Consolidated
Provident Investment Counsel Massachusetts Consolidated
Regis Retirement Plan Services Delaware Consolidated
Rice, Hall, James & Associates California Consolidated
Rothschild/Pell, Rudman & Co., Inc. Maryland Consolidated
Sirach Capital Management, Inc. Washington Consolidated
Spectrum Asset Management, Inc. Connecticut Consolidated
Sterling Capital Management Company North Carolina Consolidated
Suffolk Capital Management, Inc. Delaware Consolidated
Thompson, Siegel & Walmsley, Inc. Virginia Consolidated
UAM Fund Distributors, Inc. Massachusetts Consolidated
UAM Fund Services, Inc. Delaware Consolidated
UAM Investment Services, Inc. Delaware Consolidated
United Asset Management (Japan), Inc. Delaware Consolidated
All of the Registrant's subsidiaries do business under the respective names
indicated above and are wholly owned.
(1) Heitman Properties Ltd. has 40 wholly owned property management
subsidiaries operating in the U.S.
(2) L&B Institutional Property Managers, Inc. has 5 wholly owned property
management subsidiaries operating in the U.S.
18
REPORT OF INDEPENDENT ACCOUNTANTS ON
FINANCIAL STATEMENT SCHEDULE
To the Board of Directors
of United Asset Management Corporation
Our audits of the consolidated financial statements referred to in our report
dated February 7, 1996 appearing on page 56 of the 1995 Annual Report to
Shareholders of United Asset Management Corporation (which report and
consolidated financial statements are incorporated by reference in this Annual
Report on Form 10-K) also included an audit of the Financial Statement Schedule
listed in Item 14(a) of this Form 10-K. In our opinion, this Financial
Statement Schedule presents fairly, in all material respects, the information
set forth therein when read in conjunction with the related consolidated
financial statements.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
February 7, 1996
F-1
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectuses
constituting part of the Registration Statements on Form S-3 (Nos. 33-36928,
33-44215, 33-46310, 33-63350, 33-69034, 33-51443, 33-52517, 33-57049 and
33-64449) and in the Registration Statements on Form S-8 (Nos. 33-10621,
33-21756, 33-34288, 33-48858 and 33-54233) of United Asset Management
Corporation of our report dated February 7, 1996 appearing on page 56 of the
Annual Report to Shareholders which is incorporated in this Annual Report on
Form 10-K. We also consent to the incorporation by reference of our report on
the Financial Statement Schedule, which appears on page F-1 of this Form 10-K.
/s/ Price Waterhouse LLP
PRICE WATERHOUSE LLP
Boston, Massachusetts
March 25, 1996
F-2
UNITED ASSET MANAGEMENT CORPORATION Schedule VIII
VALUATION AND QUALIFYING ACCOUNTS
(in $ thousands)
Cost Assigned
to Contracts Acquired Accumulated Amortization
--------------------------------------- ---------------------------------------------------
Weighted
Range of Average Ending
Estimated Estimated Tax
Remaining Remaining Balance
Lives Lives Beginning Ending Beginning Charged to Ending in Excess
Firm (in years) (in years) Balance Additions Other Balance Balance Operations Other Balance of Book
- ---- ---------- ---------- --------- --------- ----- ---------- --------- ---------- ----- -------- --------
1993
BHM&S 9-10 9 $106,088 $ - $ - $ 106,088 $ 34,356 $ 7,284 $ - $ 41,640 $ 7,979
FPA 3-21 12 51,032 - - 51,032 5,337 3,533 - 8,870 2,432
NAM 2-20 13 55,020 - - 55,020 7,989 3,422 - 11,411 (A)
NWQ 3-12 11 96,011 65 - 96,076 1,597 8,078 - 9,675 12,869
All Others 1-21 9 321,957 49,610 - 371,567 120,306 26,176 - 146,482 54,247
-------- -------- ----- ---------- -------- ------- ----- -------- --------
$630,108 $ 49,675 $ - $ 679,783 $169,585 $48,493 $ - $218,078 $ 77,527
-------- -------- ----- ---------- -------- ------- ----- -------- --------
-------- -------- ----- ---------- -------- ------- ----- -------- --------
1994
BHM&S 8-9 8 $106,088 $ - $ - $ 106,088 $ 41,640 $ 7,284 $ - $ 48,924 $ 14,774
FPA 2-20 11 51,032 - - 51,032 8,870 3,533 - 12,403 4,998
HFL 4-22 15 - 212,668 - 212,668 - 1,142 - 1,142 -
NAM 1-19 9 55,020 - - 55,020 11,411 4,311 - 15,722 (A)
NWQ 2-11 10 96,076 - - 96,076 9,675 8,077 - 17,752 16,788
All Others 1-20 8 371,567 36,878 (755) 407,690 146,482 30,774 (755) 176,501 49,665
-------- -------- ----- ---------- -------- ------- ----- -------- --------
$679,783 $249,546 $(755) $ 928,574 $218,078 $55,121 $(755) $272,444 $ 86,225
-------- -------- ----- ---------- -------- ------- ----- -------- --------
-------- -------- ----- ---------- -------- ------- ----- -------- --------
1995
BHM&S 7-8 7 $106,088 $ - $ - $ 106,088 $ 48,924 $ 7,284 $ - $ 56,208 $ 22,062
HFL 3-21 14 212,668 7,748 - 220,416 1,142 14,678 - 15,820 -
NWQ 1-10 9 96,076 - - 96,076 17,752 8,077 - 25,829 21,620
PBA 5-17 15 - 104,605 - 104,605 - 4,293 - 4,293 789
PIC 3-23 18 - 347,307 - 347,307 - 16,309 - 16,309 5,344
All Others 1-19 7 513,742 14,682 - 528,424 204,626 42,551 - 247,177 54,033
-------- -------- ----- ---------- -------- ------- ----- -------- --------
$928,574 $474,342 $ - $1,402,916 $272,444 $93,192 $ - $365,636 $103,848
-------- -------- ----- ---------- -------- ------- ----- -------- --------
-------- -------- ----- ---------- -------- ------- ----- -------- --------
(A) Due to the structure of this acquisition, tax amortization is less than
book amortization.
F-3