View:

Download DOC

Download PDF

Download XLS

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 27, 2004

Affiliated Managers Group, Inc.
(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of Incorporation)

001-13459		04-3218510
(Commission File Number)		(IRS Employer Identification No.)

600 Hale Street Prides Crossing, Massachusetts		01965
(Address of Principal Executive Offices)		(Zip Code)

(617) 747-3300
(Registrant’s Telephone Number, Including Area Code)

N/A
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 Results of Operations and Financial Condition

On October 27, 2004, Affiliated Managers Group, Inc. (the “Company”) issued a press release setting forth its financial and operating results for the quarter ended September 30, 2004. A copy of this press release is furnished as Exhibit 99.1 hereto and is hereby incorporated by reference herein.

ITEM 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

On October 26, 2004, the Company issued a press release announcing that, effective January 1, 2005, Sean M. Healey, President and Chief Operating Officer of the Company, will become President and Chief Executive Officer, succeeding founder and Chairman William J. Nutt as Chief Executive Officer. Mr. Nutt will remain Chairman. A copy of this press release is attached hereto as Exhibit 99.2 and is hereby incorporated by reference herein.

Mr. Healey, age 43, joined the Company in 1995 as Executive Vice President and in 1999 became President and Chief Operating Officer. He was named to the Company's Board of Directors in May 2001. Prior to joining the Company, Mr. Healey worked for seven years in the Mergers and Acquisitions Department at Goldman, Sachs & Co., focusing on financial institutions. Mr. Healey received a J.D. from Harvard Law School, an M.A. from University College, Dublin, and an A.B. from Harvard College.

ITEM 9.01 Financial Statements and Exhibits

Exhibit No.		Description

99.1*		Earnings Press Release issued by the Company on October 27, 2004.

99.2		Press Release issued by the Company on October 26, 2004.

* This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AFFILIATED MANAGERS GROUP, INC.


Date: October 27, 2004
	By:	/s/ Darrell W. Crate
		Name:	Darrell W. Crate
		Title:	Chief Financial Officer, Executive
			Vice President and Treasurer

EXHIBIT INDEX

Exhibit No.		Description

99.1*		Earnings Press Release issued by the Company on October 27, 2004.

99.2		Press Release issued by the Company on October 26, 2004.

Exhibit 99.1

	Contact:	Darrell W. Crate
		Affiliated Managers Group, Inc.
		(617) 747-3300

AMG Reports Financial and Operating Results for

Third Quarter and Nine Months Ended September 30, 2004

Company Reports EPS of $0.55; Cash EPS of $0.96

Boston, MA, October 27, 2004 — Affiliated Managers Group, Inc. (NYSE: AMG) today reported its financial and operating results for the quarter and nine months ended September 30, 2004.

Cash earnings per share (“Cash EPS”) for the third quarter of 2004 were $0.96, compared to $0.84 for the third quarter of 2003, while diluted earnings per share for the third quarter of 2004 were $0.55, compared to $0.50 for the same period of 2003. Cash Net Income was $29.3 million for the third quarter of 2004, compared to $27.5 million for the third quarter of 2003. Net Income for the third quarter of 2004 was $16.8 million, compared to $16.4 million for the third quarter of 2003. (Cash EPS and Cash Net Income are defined in the attached tables.)

For the third quarter of 2004, revenue was $165.8 million, compared to $128.5 million for the third quarter of 2003. EBITDA for the third quarter of 2004 was $42.7 million, compared to $39.3 million for the same period of 2003.

For the nine months ended September 30, 2004, Cash Net Income was $89.0 million, while EBITDA was $132.6 million. For the same period, Net Income was $53.9 million, on revenue of $476.0 million. For the nine months ended September 30, 2003, Cash Net Income was $76.5 million, while EBITDA was $106.6 million. For the same period, Net Income was $43.2 million, on revenue of $355.4 million.

Net client cash flows were $(1.1) billion, with outflows of $1.0 billion from directly managed assets, and $99 million from overlay assets. Net inflows in the mutual fund channel were $475 million, while outflows in the institutional and high net worth channels were $308 million and $1.2 billion, respectively. These aggregate net client cash flows for the quarter resulted in a decrease of approximately $1.0 million to AMG’s annualized EBITDA. The aggregate assets under management of AMG’s affiliated investment management firms at September 30, 2004 were $101.0 billion, and pro forma for its pending investment in TimesSquare Capital Management and acquisition of the Fremont Funds, AMG’s assets under management at September 30, 2004 were approximately $109.0 billion.

(more)

“AMG’s Affiliates posted solid results during a challenging quarter in the equity market environment, generating growth in Cash earnings per share of 15% year-over-year,” stated William J. Nutt, Chairman and Chief Executive Officer. “While our net flows in the high net worth and institutional channels reflect continued challenges to the large-cap product at Rorer Asset Management, client cash flows remained strong across the remainder of our Affiliate group, particularly in the mutual fund channel, where our international and value equity funds have generated strong results for both the quarter and the year-to-date.”

“We were very pleased this quarter to announce our pending investment in the equity business of TimesSquare Capital Management, a highly regarded investment manager specializing in small- and mid-cap growth equity investing with approximately $5.0 billion in assets under management. We expect to complete our investment in TimesSquare and our acquisition of the Fremont Funds during the fourth quarter,” stated Sean M. Healey, President and Chief Operating Officer. “In addition to these pending transactions, we continue to make excellent progress in executing additional investments in new Affiliates.”

“AMG significantly expanded the scope of our growth and development initiatives during the third quarter,” stated Nate Dalton, Executive Vice President in charge of Affiliate Development. “With the launch of Managers Investment Group, we have combined several successful distribution and service teams with an industry-leading operational infrastructure to distribute and service more than 75 institutional-quality investment products offered by AMG Affiliates to separate account and mutual fund investors through banks, brokerage firms, and other sponsored platforms. Managers Investment Group brings together the strengths of several complementary businesses to expand our product offerings across segments of the retail marketplace.”

AMG is an asset management company with equity investments in a diverse group of mid-sized investment management firms. AMG’s strategy is to generate growth through the internal growth of its existing Affiliates, as well as through investments in new Affiliates. AMG’s innovative transaction structure allows individual members of each Affiliate’s management team to retain or receive significant direct equity ownership in their firm while maintaining operating autonomy. In addition, AMG provides centralized assistance to its Affiliates in strategic matters, marketing, distribution, product development and operations.

Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including changes in the securities or financial markets or in general economic conditions, the availability of equity and debt financing, competition for acquisitions of interests in investment management firms, the ability to close pending investments, the investment performance of our Affiliates and their ability to effectively market their investment strategies, and other risks detailed from time to time in AMG’s filings with the Securities and Exchange Commission. Reference is hereby made to the “Cautionary Statements” set forth in the Company’s Form 10-K for the year ended December 31, 2003.

Financial Tables Follow

A teleconference will be held with AMG’s management at 11:00 a.m. Eastern time today. Parties interested in listening to the teleconference should dial 1-800-366-7449 (domestic calls) or 1-303-262-2190 (international calls) starting at 10:45 a.m. Eastern time. Those wishing to listen to the teleconference should dial the appropriate number at least ten minutes before the call begins. The teleconference will be available for replay approximately

one hour after the conclusion of the call. To access the replay, please dial 1-800-405-2236 (domestic calls) or 1-303-590-3000 (international calls), pass code 11009627. The live call and the replay of the session, and the additional financial information referenced during the teleconference, may also be accessed via the Web at www.amg.com.

###

For more information on Affiliated Managers Group, Inc.,

please visit AMG’s Web site at www.amg.com.

Affiliated Managers Group, Inc.

Financial Highlights

(dollars in thousands, except per share data)

	Three Months Ended 9/30/03		Three Months Ended 9/30/04

Revenue	$	128,465	$	165,846

Net Income	$	16,395	$	16,799

Cash Net Income (A)	$	27,527	$	29,253

EBITDA (B)	$	39,314	$	42,728

Average shares outstanding - diluted (C)	32,951,832		30,570,211

Earnings per share - diluted (C)	$	0.50	$	0.55

Cash earnings per share - diluted (C) (D)	$	0.84	$	0.96

	December 31, 2003		September 30, 2004

Cash and cash equivalents	$	253,334	$	314,867

Senior bank debt	$	—	$	51,000

Senior convertible debt	$	423,340	$	423,803

Mandatory convertible securities	$	230,000	$	375,750

Stockholders’ equity	$	614,769	$	491,105

	Nine Months Ended 9/30/03		Nine Months Ended 9/30/04

Revenue	$	355,413	$	476,042

Net Income	$	43,215	$	53,889

Cash Net Income (A)	$	76,489	$	88,986

EBITDA (B)	$	106,608	$	132,607

Average shares outstanding - diluted (C)	32,572,684		30,991,442

Earnings per share - diluted (C)	$	1.33	$	1.74

Cash earnings per share - diluted (C) (D)	$	2.35	$	2.87

Affiliated Managers Group, Inc.

Operating Results

(in millions)

Assets Under Management

Statement of Changes - Quarter to Date

	Mutual Fund			Institutional			High Net Worth			Total

Assets under management, June 30, 2004	$	25,805		$	54,335		$	22,079		$	102,219
Net client cash flows - directly managed assets	475			(308		)	(1,178		)	(1,011		)
Net client cash flows - overlay assets	—			(99		)	—			(99		)
Investment performance	(99		)	528			(527		)	(98		)
Assets under management, September 30, 2004	$	26,181		$	54,456		$	20,374		$	101,011

Statement of Changes - Year to Date

	Mutual Fund		Institutional		High Net Worth			Total

Assets under management, December 31, 2003	$	23,339	$	44,686	$	23,499		$	91,524
Net client cash flows - directly managed assets	1,118		837		(2,928		)	(973		)
Net client cash flows - overlay assets	—		33		—			33
New investments	361		7,257		—			7,618
Investment performance	1,363		1,643		(197		)	2,809
Assets under management, September 30, 2004	$	26,181	$	54,456	$	20,374		$	101,011

Affiliated Managers Group, Inc.

Operating Results

(in thousands)

Financial Results

	Three Months			Three Months
	Ended		Percent of	Ended		Percent of
	9/30/03		Total	9/30/04		Total
Revenue
Mutual Fund	$	50,094	39%	$	63,857	38%
Institutional	44,956		35%	67,808		41%
High Net Worth	33,415		26%	34,181		21%
	$	128,465	100%	$	165,846	100%

EBITDA (B)
Mutual Fund	$	15,975	41%	$	17,537	41%
Institutional	12,632		32%	16,744		39%
High Net Worth	10,707		27%	8,447		20%
	$	39,314	100%	$	42,728	100%

	Nine Months			Nine Months
	Ended		Percent of	Ended		Percent of
	9/30/03		Total	9/30/04		Total
Revenue
Mutual Fund	$	136,286	38%	$	185,710	39%
Institutional	122,220		35%	185,421		39%
High Net Worth	96,907		27%	104,911		22%
	$	355,413	100%	$	476,042	100%

EBITDA (B)
Mutual Fund	$	42,000	40%	$	53,906	41%
Institutional	34,533		32%	50,063		38%
High Net Worth	30,075		28%	28,638		21%
	$	106,608	100%	$	132,607	100%

Affiliated Managers Group, Inc.

Reconciliation of Performance and Liquidity Measures

(in thousands)

	Three Months			Three Months
	Ended			Ended
	9/30/03			9/30/04

Net Income	$	16,395		$	16,799
Intangible amortization	4,065			4,950
Intangible-related deferred taxes	5,950			6,441
Affiliate depreciation	1,117			1,063
Cash Net Income (A)	$	27,527		$	29,253

Cash flow from operations	$	49,348		$	51,133
Interest expense, net of non-cash items	4,789			6,829
Current tax provision	3,372			3,240
Changes in assets and liabilities and other adjustments	(18,195		)	(18,474		)
EBITDA (B)	$	39,314		$	42,728
Holding company expenses	5,000			7,036
EBITDA Contribution	$	44,314		$	49,764

	Nine Months		Nine Months
	Ended		Ended
	9/30/03		9/30/04

Net Income	$	43,215	$	53,889
Intangible amortization	12,112		13,214
Intangible-related deferred taxes	17,849		18,684
Affiliate depreciation	3,313		3,199
Cash Net Income (A)	$	76,489	$	88,986

Cash flow from operations	$	83,034	$	128,535
Interest expense, net of non-cash items	14,350		20,641
Current tax provision	7,114		13,413
Changes in assets and liabilities and other adjustments	2,110		(29,982		)
EBITDA (B)	$	106,608	$	132,607
Holding company expenses	14,982		20,965
EBITDA Contribution	$	121,590	$	153,572

Affiliated Managers Group, Inc.

Consolidated Statements of Income

(dollars in thousands, except per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2003			2004			2003			2004

Revenue	$	128,465		$	165,846		$	355,413		$	476,042

Operating expenses:
Compensation and related expenses	47,054			61,296			126,578			176,178
Selling, general and administrative	21,447			28,440			61,843			77,086
Amortization of intangible assets	4,065			4,950			12,112			13,214
Depreciation and other amortization	1,560			1,587			4,684			4,746
Other operating expenses	3,741			5,176			11,519			12,349
	77,867			101,449			216,736			283,573
Operating income	50,598			64,397			138,677			192,469

Non-operating (income) and expenses:
Investment and other (income) loss	(3,334		)	1,387			(6,293		)	(2,195		)
Interest expense	5,901			8,193			17,323			24,318
	2,567			9,580			11,030			22,123

Income before minority interest and taxes	48,031			54,817			127,647			170,346
Minority interest (E)	(20,243		)	(26,819		)	(55,158		)	(80,017		)

Income before income taxes	27,788			27,998			72,489			90,329

Income taxes - current	3,372			3,240			7,114			13,413
Income taxes - intangible-related deferred	5,950			6,441			17,849			18,684
Income taxes - other deferred	2,071			1,518			4,311			4,343
Net Income	$	16,395		$	16,799		$	43,215		$	53,889

Average shares outstanding - basic (C)	31,843,368			29,353,068			31,831,957			29,551,383
Average shares outstanding - diluted (C)	32,951,832			30,570,211			32,572,684			30,991,442

Earnings per share - basic (C)	$	0.51		$	0.57		$	1.36		$	1.82
Earnings per share - diluted (C)	$	0.50		$	0.55		$	1.33		$	1.74

Affiliated Managers Group, Inc.

Consolidated Balance Sheets

(in thousands)

	December 31,			September 30,
	2003			2004
Assets
Current assets:
Cash and cash equivalents	$	253,334		$	314,867
Investment advisory fees receivable	65,288			89,004
Prepaid expenses and other current assets	20,861			18,951
Total current assets	339,483			422,822

Fixed assets, net	36,886			40,884
Acquired client relationships, net	364,429			373,893
Goodwill	751,607			814,379
Other assets	26,800			33,950
Total assets	$	1,519,205		$	1,685,928

Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities	$	89,707		$	128,037
Notes payable to related party	11,744			9,305
Total current liabilities	101,451			137,342

Senior bank debt	—			51,000
Senior convertible debt	423,340			423,803
Mandatory convertible securities	230,000			375,750
Deferred income taxes	92,707			115,308
Other long-term liabilities	16,144			24,952
Total liabilities	863,642			1,128,155

Minority interest (E)	40,794			66,668

Stockholders’ equity:
Common stock	235			353
Additional paid-in capital	408,449			381,252
Accumulated other comprehensive income	944			1,689
Retained earnings	306,972			360,861
	716,600			744,155
Less treasury stock, at cost	(101,831		)	(253,050		)
Total stockholders’ equity	614,769			491,105
Total liabilities and stockholders’ equity	$	1,519,205		$	1,685,928

Affiliated Managers Group, Inc.

Consolidated Statements of Cash Flow

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2003			2004			2003			2004

Cash flow from operating activities:
Net Income	$	16,395		$	16,799		$	43,215		$	53,889
Adjustments to reconcile Net Income to net cash flow from operating activities:
Amortization of intangible assets	4,065			4,950			12,112			13,214
Amortization of debt issuance costs	958			1,020			2,414			2,852
Depreciation and amortization of fixed assets	1,560			1,587			4,684			4,746
Deferred income tax provision	8,021			7,959			22,160			23,027
Accretion of interest	154			344			559			825
Tax benefit from exercise of stock options	1,506			16			2,420			5,525
Other adjustments	—			2,493			(555		)	2,493
Changes in assets and liabilities:
Increase in investment advisory fees receivable	(4,825		)	(9,109		)	(5,417		)	(23,716		)
Decrease (increase) in other current assets	(2,360		)	(18		)	(3,065		)	6,847
Decrease (increase) in non-current other receivables	3,364			(4,127		)	2,664			(599		)
Increase (decrease) in accounts payable, accrued expenses and other liabilities	13,996			15,121			(770		)	17,933
Increase in minority interest	6,514			14,098			2,613			21,499
Cash flow from operating activities	49,348			51,133			83,034			128,535

Cash flow used in investing activities:
Cost of investments, net of cash acquired	(1,750		)	(2,112		)	(7,868		)	(82,178		)
Purchase of fixed assets	(20,352		)	(2,966		)	(23,211		)	(6,485		)
Investment in marketable securities	—			—			(1,852		)	(2,592		)
Increase in other assets	—			—			(12		)	(57		)
Cash flow used in investing activities	(22,102		)	(5,078		)	(32,943		)	(91,312		)

Cash flow from (used in) financing activities:
Borrowings of senior bank debt	—			51,000			85,000			51,000
Repayments of senior bank debt	—			—			(85,000		)	—
Issuances of convertible securities	—			—			300,000			300,000
Repurchase of convertible securities	—			(124,525		)	(105,841		)	(124,525		)
Issuance of equity securities	4,199			145			8,972			11,559
Repurchases of common stock	—			—			(33,688		)	(194,420		)
Issuance costs	(358		)	(2,521		)	(7,819		)	(12,365		)
Repayments of notes payable	(506		)	—			(8,574		)	(7,041		)
Cash flow from (used in) financing activities	3,335			(75,901		)	153,050			24,208

Effect of foreign exchange rate changes on cash flow	—			41			244			102
Net increase (decrease) in cash and cash equivalents	30,581			(29,805		)	203,385			61,533
Cash and cash equivalents at beginning of period	200,512			344,672			27,708			253,334
Cash and cash equivalents at end of period	$	231,093		$	314,867		$	231,093		$	314,867

Affiliated Managers Group, Inc.

Notes

(A)		Cash Net Income is defined as Net Income plus amortization and deferred taxes related to intangible assets plus Affiliate depreciation. This supplemental non-GAAP performance measure is provided in addition to, but not as a substitute for, Net Income. The Company considers Cash Net Income an important measure of its financial performance, as management believes it best represents operating performance before non-cash expenses relating to the acquisition of interests in its affiliated investment management firms. Since acquired assets do not generally depreciate or require replacement, and since they generate deferred tax expenses that are unlikely to reverse, the Company adds back these non-cash expenses. Cash Net Income is used by the Company’s management and Board of Directors as a principal performance benchmark. The Company adds back amortization attributable to acquired client relationships because this expense does not correspond to the changes in value of these assets, which do not diminish predictably over time. The Company adds back the portion of deferred taxes generally attributable to intangible assets (including goodwill) that it no longer amortizes but which continues to generate tax deductions. These deferred tax expense accruals would be used in the event of a future sale of an Affiliate or an impairment charge, which the Company considers unlikely. The Company adds back the portion of consolidated depreciation expense incurred by Affiliates because under its Affiliate operating agreements, the Company is generally not required to replenish these depreciating assets.
(B)		EBITDA is defined as earnings before interest expense, income taxes, depreciation and amortization. This supplemental non-GAAP liquidity measure is provided in addition to, but not as a substitute for, cash flow from operations. As a measure of liquidity, the Company believes EBITDA is useful as an indicator of its ability to service debt, make new investments and meet working capital requirements. EBITDA, as calculated by the Company, may not be consistent with computations of EBITDA by other companies. In reporting EBITDA by segment, Affiliate expenses are allocated to a particular segment on a pro rata basis with respect to the revenue generated by that Affiliate in such segment.
(C)		In January 2004, the Company’s Board of Directors authorized a three-for-two stock split. The additional shares of common stock were distributed on March 29, 2004. The weighted average shares outstanding and per share figures reflect the stock split.
(D)		Cash earnings per share represents Cash Net Income divided by average shares outstanding.
(E)		Minority interest on the Company’s income statement represents the profits allocated to Affiliate management owners for that period. Minority interest on the Company’s balance sheet represents the undistributed profits and capital owned by Affiliate management, who retain a conditional right to sell their interests to the Company.

Exhibit 99.2

	Contact:	Brett Perryman
		Affiliated Managers Group
		(617) 747-3300

		Beth McGoldrick
		Compton Consulting
		(617) 451-2030

AMG President Sean M. Healey to Become Chief Executive Officer

on January 1, 2005

Boston, MA, October 26, 2004 — Affiliated Managers Group, Inc. (NYSE: AMG) announced that, effective January 1, 2005, Sean M. Healey, President and Chief Operating Officer, will become President and Chief Executive Officer, succeeding founder and Chairman William J. Nutt as Chief Executive Officer. Mr. Nutt will remain Chairman.

“Sean has been an excellent partner in managing our business, and this transition of the CEO title provides formal recognition of the increasingly active role in the overall management of AMG that Sean has taken in recent years,” said Mr. Nutt. “As Chairman, I will remain fully active in and committed to the ongoing execution of AMG’s business strategy, focusing on certain strategic initiatives, as well as maintaining and developing senior-level relationships with current and prospective Affiliates, and representing AMG in industry-wide organizations. I look forward to continuing to work with Sean and our senior management team to strengthen and grow our business.”

“This is an exciting time to lead AMG,” said Mr. Healey. “The business model we created has produced strong growth across a broad range of market environments, and has generated compound annual growth in Cash earnings per share of more than 20% since our initial public offering in 1997. Looking ahead, we are very optimistic about our prospects for continued strong growth, through initiatives to expand our Affiliates’ distribution capabilities and product offerings, as well as additional investments in new Affiliates.” Mr. Healey continued, “Bill and I have a strong partnership, and we will continue to execute AMG’s growth strategy together with the rest of AMG’s outstanding management team.”

Mr. Healey, age 43, joined AMG in 1995 as Executive Vice President and in 1999 became President and Chief Operating Officer. He was named to the Company’s Board of Directors in May of 2001. Prior to joining AMG, Mr. Healey worked for seven years in the Mergers and Acquisitions Department at Goldman, Sachs & Co., focusing on financial institutions. He received a J.D. from Harvard Law School, an M.A. from University College, Dublin, and an A.B. from Harvard College. Mr. Healey and his wife, Lt. Governor Kerry Healey, and their two children reside in Beverly, Massachusetts.

(more)

Founded in 1993, AMG is an asset management company that acquires and holds majority equity investments in a diverse group of mid-sized investment management firms. Pro forma for its pending investment in TimesSquare Capital Management and acquisition of the Fremont Funds, AMG’s affiliated investment management firms managed approximately $109 billion in assets as of September 30, 2004.

Certain matters discussed in this press release may constitute forward-looking statements within the meaning of the federal securities laws. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors, including changes in the securities or financial markets or in general economic conditions, the availability of equity and debt financing, competition for acquisitions of interests in investment management firms, the ability to close pending investments, the investment performance of AMG’s Affiliates and their ability to effectively market their investment strategies, and other risks detailed from time to time in AMG’s filings with the Securities and Exchange Commission. Reference is hereby made to the “Cautionary Statements” set forth in AMG’s Form 10-K for the year ended December 31, 2003.

###

For more information on Affiliated Managers Group, Inc.,

please visit AMG’s Web site at www.amg.com.

Exhibit 99.1

Contact:

Darrell W. Crate

Notes

Exhibit 99.2