Pre-Effective Amendment to Registration Statement for Securities Offered Pursuant to a Transaction — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3/A Pre-Effective Amendment to Registration Statement 17 56K
for Securities Offered Pursuant to a
Transaction
2: EX-1 Underwriting Agreement 4 16K
3: EX-5 Opinion re: Legality 2 8K
4: EX-24.2 Consent of Independent Accountants 1 6K
5: EX-24.3 Consent of Independent Accountants 1 6K
6: EX-24.4 Independent Auditors Consent 1 6K
7: EX-24.5 Independent Auditors Consent 1 6K
EX-1 — Underwriting Agreement
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EXHIBIT 1
ALLEN & COMPANY INCORPORATED
711 Fifth Avenue
New York, New York 10022 Date: January 8, 1996
Gentlemen:
Reference is made to the Registration Statement on Form S-3, File No.
33-64449 (the "Registration Statement") filed by United Asset Management
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission"), covering the sale of certain shares by you as selling
stockholder. In connection with the filing of the Registration Statement
pursuant to the Securities Act of 1933, as amended (the "Act"), we hereby
agree with you as follows:
1. REPRESENTATIONS, WARRANTIES AND COVENANTS. The Registration Statement
has been prepared by the Company in conformity with the requirements of the
Act, and the rules and regulations of the Commission under the Act (the
"Rules and Regulations"). When the Registration Statement becomes effective
and at all times subsequent thereto up to such time as all securities
registered thereunder are sold in accordance with the Registration Statement
(i) the Registration Statement and the prospectus contained therein (the
"Prospectus") and any amendments or supplements thereto will contain as of
their respective dates all material statements and information which are
required to be included therein in accordance with the Act and Rules and
Regulations and will, in all material respects, conform to the requirements
of the Act and the Rules and Regulations, and (ii) neither the Registration
Statement nor the Prospectus, nor any amendment or supplement thereto, will
include as of their respective dates any untrue statement of a material fact
or omit to state any material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstances under which
they were made, not misleading; provided, however, that the foregoing
representations and warranties shall not apply to information contained in or
omitted from the Registration Statement or the Prospectus or any such
amendment or supplement in reliance upon, and in conformity with, written
information furnished to the Company by you specifically for use in the
preparation thereof.
2. EXPENSES. We agree that we will reimburse you for your out-of-pocket
expenses, including reasonable attorneys fees and expenses, incurred in
connection with your acting as the Selling Stockholder, as contemplated by
the Registration Statement.
ALLEN & COMPANY INCORPORATED
January 8, 1996
Page 2
3. INDEMNIFICATION. We agree that we will indemnify and hold harmless
you and your affiliates, any director, officer, agent or employee of you or
any of your affiliates and each other person, if any, controlling (within the
meaning of the Act) you or any of your affiliates (hereinafter collectively
referred to as "you" and "your"), to the full extent lawful, from and
against, and that you shall have no liability to us or our affiliates or
security holders for, any losses, expenses, claims or proceedings including
shareholder actions (hereinafter collectively referred to as "losses"),
related to or arising out of or based upon any untrue statement or alleged
untrue statement of any material fact contained in the Registration
Statement, any prospectus forming a part thereof, or any amendment or
supplement thereto, or related to or arising out of or based upon the
omission or alleged omission to state therein a material fact required to be
stated therein or necessary to make the statements therein not misleading;
provided, however, that we will not be liable in any such case to the extent
that any such loss, claim, damage or liability is related to or arises out of
or is based upon any untrue statement or alleged untrue statement or omission
or alleged omission made in the Registration Statement, such prospectus or
such amendment or such supplement in reliance upon and in conformity with
written information furnished to us by you specifically for use therein.
In the event that the foregoing indemnity is unavailable to you for any
reason other than your bad faith or gross negligence, we agree to contribute
to any loss related to or arising out of such Registration Statement or any
transaction or conduct in connection therewith. Each of us shall contribute
in such proportion as is appropriate to reflect the relative benefits
received (or anticipated to be received) by you and by us and the relative
fault of each of us in connection with the statements, omissions or other
conduct which resulted in such losses, as well as any other relevant
equitable considerations. Relative fault shall be determined by reference to,
among other things, whether any alleged untrue statement or omission or any
other alleged conduct relates to information provided by us or other conduct
by us (or our employees or other agents) on the one hand or by you (or your
employees or other agents) on the other hand. You and we agree that it would
not be just and equitable if contribution were determined by pro rata
allocation or by any other method of allocation which does not take account
of the equitable considerations referred to above.
We agree that we will not, without the prior written consent of Allen &
Company Incorporated (which will not be unreasonably withheld) settle any
pending or threatened claim or proceeding related to or arising out of such
Registration Statement or transactions or conduct in connection therewith
(whether or not you
ALLEN & COMPANY INCORPORATED
January 8, 1996
Page 3
are a party to such claim or proceeding) unless such settlement includes a
provision unconditionally releasing you from and holding you harmless against
all liability in respect of claims by any releasing party related to or
arising out of such Registration Statement or any transaction or conduct in
connection therewith. We will also promptly reimburse you for all expenses
(including counsel fees) as they are incurred by you in connection with
investigating, preparing or defending, or providing evidence in, any pending
or threatened claim or proceeding in respect of which indemnification or
contribution may be sought hereunder (whether or not you are a party to such
claim or proceeding) or in enforcing this agreement.
We may, at our sole expense and through counsel of our choice acceptable to
you, litigate, defend or otherwise attempt to resolve the demand or
proceeding underlying any indemnification matter, except that you shall have
the right to participate therein, at your sole expense and through counsel of
your choice. If we fail to assume and defend diligently in the proceeding or
if you shall have defenses which are not available to us or shall be in
conflict with us, then you shall have the right to assume such defense at our
expense. In any event, we and you shall fully cooperate with each other and
our respective counsel in the litigation, defense or other attempt to resolve
such demand or proceeding, and shall make available to each other any books,
records or other documents necessary or appropriate for such purpose, subject
to the right of each party to protect reasonably, from disclosure,
confidential business information.
The foregoing agreement shall be in addition to any rights that you may have
at common law or otherwise. Solely for purposes of enforcing this agreement,
we hereby consent to personal jurisdiction, service and venue in any court in
which any claim or proceeding which is subject to this agreement is brought
against you. Any right to trial by jury with respect to any claim or
proceeding related to or arising out of such Registration Statement, or any
transaction or conduct in connection therewith or this agreement is waived.
This agreement shall remain in full
ALLEN & COMPANY INCORPORATED
January 8, 1996
Page 4
force and effect following the completion or termination of any transaction
contemplated by the Registration Statement.
Very truly yours,
UNITED ASSET MANAGEMENT CORPORATION
By: /s/ William H. Park
--------------------------------
Name: William H. Park
Title: Executive Vice President and
Chief Financial Officer
Agreed:
ALLEN & COMPANY INCORPORATED
By: /s/ James W. Quinn
------------------------------
Name: James W. Quinn
Title: Chief Financial Officer
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-3/A’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on: | | 1/12/96 | | | | | | | None on these Dates |
| | 1/8/96 | | 1 | | 4 |
| List all Filings |
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