As filed with the Securities and Exchange Commission on October 18, 2002
REGISTRATION STATEMENT NO. 333-__________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AFFILIATED MANAGERS GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 04-3218510
(State of incorporation) (I.R.S. Employer Identification No.)
600 HALE STREET
PRIDES CROSSING, MASSACHUSETTS 01965
(617) 747-3300
(Address, including zip code, and telephone number, including area code,
of Registrant's principal executive offices)
AFFILIATED MANAGERS GROUP, INC.
AMENDED AND RESTATED
1997 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
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WILLIAM J. NUTT
CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD
AFFILIATED MANAGERS GROUP, INC.
600 HALE STREET
PRIDES CROSSING, MASSACHUSETTS 01965
(617) 747-3300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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WITH A COPY TO:
MARTIN CARMICHAEL III, P.C.
GOODWIN PROCTER LLP
EXCHANGE PLACE
53 STATE STREET
BOSTON, MASSACHUSETTS 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
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Title of Shares Being Amount to Be Proposed Maximum Offering Proposed Maximum Amount of
Registered Registered Price Per Share Aggregate Offering Price Registration Fee
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Common Stock, par value $.01 per
share 2,000,000 shares (1) $42.92(2) $85,840,000 $7,897.28
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(1) Plus such additional number of shares as may be issued pursuant to the
Affiliated Managers Group, Inc. Amended and Restated 1997 Stock Option and
Incentive Plan in the event of a stock dividend, stock split, split-up,
recapitalization or other similar event.
(2) This estimate is based on the average of the high and low sales prices on
the New York Stock Exchange of the Common Stock of Affiliated Managers
Group, Inc. on October 11, 2002 pursuant to Rules 457(c) and (h) under the
Securities Act of 1933, as amended, solely for purposes of determining the
registration fee.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The contents of the Registration Statement on Form S-8 filed by
Affiliated Managers Group, Inc. with the Securities and Exchange Commission
(File No. 333-72967) pursuant to the Securities Act of 1933, as amended, on
February 25, 1999, including the exhibits thereto, are incorporated by reference
into this Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Prides Crossing, The Commonwealth of
Massachusetts, on October 18, 2002.
AFFILIATED MANAGERS GROUP, INC.
By: /s/ Darrell W. Crate
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Darrell W. Crate
Executive Vice President, Chief Financial
Officer and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned officers and
directors of Affiliated Managers Group, Inc., hereby severally constitute
William J. Nutt, Sean M. Healey and Darrell W. Crate, and each of them singly,
our true and lawful attorney with full power to them, and each of them singly,
to sign for us and in our names in the capacities indicated below, the
registration statement filed herewith and any and all amendments to said
registration statement, and generally to do all such things in our names and in
our capacities as officers and directors to enable Affiliated Managers Group,
Inc. to comply with the provisions of the Securities Act of 1933 and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any of
them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the date indicated.
SIGNATURE CAPACITY DATE
/s/ William J. Nutt Chairman of the Board of Directors and Chief October 18, 2002
------------------------------------ Executive Officer (Principal Executive Officer)
William J. Nutt
/s/ Darrell W. Crate Executive Vice President, Chief Financial October 18, 2002
------------------------------------ Officer and Treasurer (Principal Financial
Darrell W. Crate and Accounting Officer)
/s/ Sean M. Healey President, Chief Operating Officer and Director October 18, 2002
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Sean M. Healey
/s/ Richard E. Floor Director October 18, 2002
------------------------------------
Richard E. Floor
/s/ Stephen J. Lockwood Director October 18, 2002
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Stephen J. Lockwood
/s/ Harold J. Meyerman Director October 18, 2002
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Harold J. Meyerman
/s/ Rita M. Rodriguez Director October 18, 2002
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Rita M. Rodriguez
/s/ William F. Weld Director October 18, 2002
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William F. Weld
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5.1 Opinion of Goodwin Procter LLP as to the legality of the securities being registered
23.1 Consent of Goodwin Procter LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on the signature page of this registration statement)