Old Mutual (US) Holdings Inc. – ‘8-K’ for 1/22/98 – EX-99.2

As of:  Thursday, 1/22/98   ·   For:  1/22/98   ·   Accession #:  1047469-98-1800   ·   File #:  1-09215

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3      9K 
 2: EX-99.1     Miscellaneous Exhibit                                  4     17K 
 3: EX-99.2     Miscellaneous Exhibit                                  5     27K 

EX-99.2   —   Miscellaneous Exhibit

EX-99.2
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      Exhibit 99.2

      Cautionary Language Regarding Forward-Looking Statements

    Certain statements in this Form 8-K, in future filings by the Company with
the Securities and Exchange Commission, in the Company's press releases and in  
other oral or written communications made by or with the approval of an         
authorized executive officer of the Company constitute "forward-looking         
statements" within the meaning of the Private Securities Litigation Reform Act  
of 1995.  The words or phrases "can be," "expects," "may affect," "may depend," 
"believes," "will likely result," "will continue," "estimate," "project" and    
similar words and phrases are intended to identify such forward-looking         
statements.                                                                     

Such forward-looking statements involve known and unknown risks,      
uncertainties and other factors, which may cause the actual results,            
performances or achievements of the Company to be materially different from any 
future results, performances or achievements expressed or implied by such       
forward-looking statements.  Some of these risks, uncertainties and other       
factors are summarized below.  Because of such risks, uncertainties and other   
factors, the Company cautions each person receiving such forward-looking        
statements not to place undue reliance on any such statement.  All such         
forward-looking statements are current only as of the date and time they are    
made.  The Company has no obligation, and will not undertake, to release        
publicly any revisions to such forward-looking statements (for example, to      
reflect events or circumstances occurring after the date and time such          
statements were made, or to reflect events or circumstances that were not       
anticipated at the date and time such statements were made).                    

THE PERFORMANCE OF THE COMPANY AND ITS AFFILIATED FIRMS MAY BE ADVERSELY        
AFFECTED BY CHANGES IN ECONOMIC AND MARKET CONDITIONS                           

The advisory fees earned by the Company's affiliated firms vary widely
depending on client account size, type of service, product or style offered, and
other factors, but are based primarily on the market value of assets under      
management and by the performance of the affiliated firm in managing those      
assets.  Consequently, the Company's performance is directly affected by        
conditions in financial and securities markets around the world.  These markets 
are highly volatile and are directly affected by, among other factors, domestic 
and foreign economic conditions and general trends in business and finance.     

  The performance of securities markets may also have an inverse effect on
the assets under management by the Company's affiliated firms which are part of 
U.S. defined benefit plans.  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.  The Company believes that high investment returns experienced in 
the 1980s and thus far in the 1990s have resulted in many defined benefit       
retirement plans reaching or exceeding their full funding                       

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limits based on actuarial calculations and that, therefore, many employers may  
have ceased to contribute additional cash to the plans.                         

THE INVESTMENT MANAGEMENT BUSINESS IS HIGHLY COMPETITIVE                        

The Company's affiliated firms manage both domestic and international 
investment portfolios for corporate, government and union benefit plans,        
endowments and foundations, mutual funds, and individuals.  These portfolios are
invested in equities, bonds, real estate, international securities, timber      
resources, and cash and other stable value assets.  With regard to each of these
client bases, and to each of these asset classes, the investment management     
business is highly competitive.  Each of the Company's affiliated firms competes
for clients with a broad range of investment managers, including public and     
private investment advisers, as well as affiliates of securities broker-dealers,
commercial banks, insurance companies and other entities.  In addition to       
competing directly for clients, competition can also impact the affiliated      
firms' fee structures.                                                          

    The Company believes that the most important factors affecting competition
in the investment management industry are: (a) the abilities and reputations of 
investment managers; (b) differences in the investment performance of investment
management firms; (c) the development of new investment strategies; (d) access  
to channels of distribution; (e) resources to invest in information             
technologies; and (f) client service capabilities.  Further, periodic shifts in 
the retirement funds market may favor advisers with strength in particular      
factors.  For example, the Company believes that the growing prominence of      
defined contribution plans is requiring advisers to develop different marketing 
and client service capabilities, and that this shift has tended to favor mutual 
fund complexes that also offer bundled record-keeping, accounting and other     
services to plan sponsors and participants.  The press release attached to this 
Form 8-K as Exhibit 99.1 describes a shift in the market for institutionally    
managed real estate from commingled funds to other investment vehicles,         
including real estate investment trusts that offer liquidity and public pricing.

Barriers to entry are low, and firms are relatively long-lived in the 
investment management business.  Client assets are mobile as investment         
management contracts are typically terminable by clients without the payment of 
a penalty upon 60 days' notice, in the case of contracts with mutual fund       
clients, and, typically upon 30 days' notice, in the case of institutional      
contracts.  Many of the affiliated firms' competitors have greater capital and  
other resources than any of the affiliated firms, and than the Company and its  
affiliated firms on a consolidated basis.  Also, some competitors of the        
affiliated firms have more widely recognized trade names which may offer a      
further competitive advantage in the retail market.                             

THE COMPANY COULD BE ADVERSELY AFFECTED BY WRITE-OFFS OF ACQUIRED CLIENT        
CONTRACTS AND BY ADVERSE TAX RULINGS CONCERNING AMORTIZATION OF CLIENT CONTRACTS

   At September 30, 1997, the Company's total assets were approximately $1.5
billion.  Cost assigned to contracts acquired, net of accumulated amortization, 
was approximately $1.1 billion                                                  

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(or approximately 73% of total assets).  The cost assigned to contracts acquired
is amortized on a straight-line basis over the estimated weighted average useful
life of the contracts of the individual firms acquired.  These lives are        
estimated through statistical analysis of historical patterns of terminations   
and the size and age of the contracts acquired as of the acquisition date.  When
actual terminations differ from the statistical patterns developed, or upon the 
occurrence of certain other events, the Company updates the lifing analysis     
described above.  If the update indicates that any of the estimates of the      
average remaining lives should be shortened, the remaining cost assigned to     
contracts acquired will be amortized over the shorter life commencing in the    
year in which the new estimate is determined.                                   

In addition, the Company regularly performs reviews for potential     
impairment of the values of contracts, which may result from various changes in 
circumstances including, among others, changes at the respective affiliated     
firms in advisory fee schedules, strategic planning, client and consultant      
relationships, and management of portfolio assets.  The press release attached  
to this Form 8-K as Exhibit 99.1 describes an expected non-cash charge against  
pre-tax earnings for the fourth quarter of fiscal year 1997 resulting from the  
impairment of client contracts at two of the Company's affiliated firms.  This  
impairment, under Statement of Financial Accounting Standards No. 121,          
represents the difference between the carrying value of the client contracts on 
the Company's consolidated balance sheet and the estimated future value of their
cash flows.                                                                     

  The Company intends to acquire additional investment management firms in
the future.  While these firms will contribute additional revenue to the        
Company, such investments will also result in the recording of additional       
intangible assets.  Future impairments requiring the write-off of a significant 
portion of unamortized cost assigned to contracts acquired, with respect to     
existing affiliated firms or firms that the Company may acquire in the future,  
could adversely affect the Company's financial position or results of           
operations.                                                                     

 Contract amortization for income tax purposes is described in detail in
the Notes to Consolidated Financial Statements which are included in the        
Company's Annual Report on Form 10-K for the year ended December 31, 1996.      
As more fully described in such Notes, the Company's federal income tax         
returns for the years ending December 31, 1984 through December 31, 1992 are    
under audit by the Internal Revenue Service.  Although the Company believes     
that the audit will be resolved without material adverse effect on the          
Company's consolidated financial position, its consolidated results of          
operations or its consolidated cash flows, if the adjustments proposed in the   
Revenue Agent's Report were upheld in their entirety, the Company's             
additional liability for federal income tax for the period in question would    
total approximately $56,000,000, plus statutory interest.                       

THE COMPANY'S AFFILIATED FIRMS RELY ON KEY MANAGEMENT PERSONNEL WHOSE CONTINUED 
SERVICE IS NOT GUARANTEED                                                       

   The Company believes that the business of many of its affiliated firms is
largely dependent on the efforts of key management personnel.  Individual       
investment managers at the affiliated firms often have regular direct contact   
with particular clients, which can lead to a strong client relationship based on
the client's trust in that individual manager. The loss of a key investment     

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manager of an affiliated firm could jeopardize the firm's relationships with its
clients and lead to the loss of client accounts at the firm.  Further, an       
inability to attract, retain and motivate sufficient numbers of successor       
qualified management personnel for any of the affiliated firms would also       
adversely affect the Company's business.                                        

In most cases key management personnel have entered into long-term    
employment agreements, pursuant to which they have agreed to devote             
substantially all of their working time to the business and affairs of the      
respective affiliated firm, and agreed not to provide investment advisory       
services to any client of the respective affiliated firm for a period           
following the termination of their employment.  Also, the Company has used a    
combination of economic incentives and vesting provisions as a means of         
seeking to retain these individuals.  The Company is dependent on the           
enforceability of these employment and non-competition agreements.  Further,    
these methods can serve as no guarantee that these individuals will remain      
with the Company for the specified term of the agreements, or for any further   
term thereafter.  The market for investment managers is extremely competitive   
and is increasingly characterized by frequent movement by investment managers   
among different firms. Also, as described above, the barriers to entry for      
new firms in the investment management industry are low.                        

THE COMPANY'S ABILITY TO ALTER OR COORDINATE THE MANAGEMENT PRACTICES AND       
POLICIES OF ITS AFFILIATED FIRMS IS LIMITED                                     

   The principals of the affiliated firms are authorized to manage their own
day-to-day operations, including matters relating to certain employees,         
investment management policies and fee structures, product development,         
marketing, client relationships, compensation programs and compliance           
activities.  The Company does retain the authority to elect and remove the      
directors of its affiliated firms, and to prevent directly any significant      
actions by its affiliated firms.  Also, in recent years, the Company has        
established a number of organizations that augment the marketing and client     
service capabilities of the affiliated firms.  However, the Company itself is   
not registered as an investment adviser either with the Securities and Exchange 
Commission or with any state or foreign regulatory agency, and therefore cannot 
render investment advisory services except through its affiliated firms which   
are properly registered.  Accordingly, the Company's ability to alter the       
management practices and policies of its affiliated firms, and to coordinate    
marketing and client service efforts, is limited.                               

THE COMPANY'S GROWTH STRATEGY AND INVESTMENTS MAY NOT BE SUCCESSFUL             

 A significant component of the Company's growth strategy is to continue
acquiring ownership interests in investment management firms.  To date, the     
Company has invested in over fifty such firms and intends to continue this      
investment program in the future, subject to its ability to locate suitable     
investment management firms in which to invest, its ability to negotiate        
agreements with such firms on acceptable terms, and its ability to finance such 
acquisitions through the incurrence of additional long-term or short-term       
indebtedness or the issuance of additional equity securities in private or      
public transactions.  As the aggregate amount of assets under management by the 
Company's affiliated firms rises, it may require larger acquisitions or         

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more frequent acquisitions to have a material effect on the financial condition 
and results of operations comparable to the effects achieved in the past through
the Company's acquisitions program.  Also, each acquisition the Company         
completes may require additional managerial resources at the Company level.     

 The market for partial or total acquisitions of interests in investment
management firms is highly competitive.  The Company is aware of several other  
holding companies which have been organized to invest in or acquire investment  
management firms.  In addition, numerous other companies, both privately and    
publicly held, including commercial and investment banks, insurance companies,  
and investment management firms, many of which have longer established operating
histories and significantly greater resources than the Company, make investments
in and acquire investment management firms.  In addition to competing directly  
for acquisitions, competition can also increase the prices that must be paid to 
successfully acquire firms, and therefore decrease the expected returns on such 
investments.                                                                    

   As described above, in recent years, the Company has established a number
of organizations that augment the marketing and client service capabilities of  
its affiliated firms.  As another significant component of its growth strategy, 
the Company expects that it will increase its financial support for these       
organizations.  However, there can be no guarantee that these organizations will
be successful in attracting new assets for management by the Company's          
affiliated firms.                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on / For Period End:		1/22/98
		9/30/97		2					10-Q
		12/31/96		3					10-K405
		12/31/92		3
									List all Filings