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) February 10, 2006
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 8.01 Other Events.
William J. Nutt, Founder and Chairman of the Board of Directors of Affiliated Managers Group, Inc. (the “Company”), established a pre-arranged, personal stock trading plan, effective January 30, 2006, in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934 to sell up to 600,000 shares of the Company’s common stock in installments commencing in February 2006, subject to the market price of the Company’s common stock. Mr. Nutt will publicly disclose any stock sales made under the Rule 10b5-1 plan as required by applicable securities laws. Rule 10b5-1 permits individuals who are not then in possession of material nonpublic information to establish prearranged plans to buy or sell stock. A copy of the press release announcing the foregoing is attached as Exhibit 99.1 and is hereby incorporated by reference.
|
ITEM 9.01 |
|
Financial Statements and Exhibits. |
|
|
|
|
|
|
|
|
(c) |
|
Exhibits. |
|
Exhibit No. |
|
Description |
|
|
|
|
|
99.1 |
|
Press Release issued by the Company on February 10, 2006. |
SIGNATURES
Pursuant to the requirements of the Securities 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: February 13, 2006 |
|
By: |
/s/ John Kingston, III |
|
|
|
|
|
|
Name: |
John Kingston, III |
|
|
|
|
|
Title: |
Senior Vice President, General |
|
|
|
|
|
|
Counsel and Secretary |
|
2
EXHIBIT INDEX
|
Exhibit No. |
|
Description |
|
|
|
|
|
99.1 |
|
Press Release issued by the Company on February 10, 2006. |
3
Exhibit 99.1
|
Contact: |
|
Brett S. Perryman |
|
|
|
Affiliated Managers Group, Inc. |
|
|
|
(617) 747-3300 |
|
|
|
ir@amg.com |
AMG Chairman Adopts Rule 10b5-1 Stock Trading Plan
Boston, MA, February 10, 2006 – Affiliated Managers Group, Inc. (NYSE: AMG) announced that William J. Nutt, AMG’s Founder and Chairman, has established a stock trading plan in accordance with Rule 10b5-1 of the Securities Exchange Act. Rule 10b5-1 permits individuals who are not then in possession of material nonpublic information to establish prearranged plans to buy or sell stock. The rule allows individuals to buy or sell shares of stock at a specific price in the future, regardless of any subsequent material nonpublic information.
Under the plan, Mr. Nutt intends to sell up to 600,000 shares of AMG common stock, which represent approximately 30% of his total holdings, during 2006 and 2007 from time to time, subject to the market price of AMG’s common stock. This plan will facilitate the orderly exercise of certain of Mr. Nutt’s employee stock options and the sale of common stock for personal financial planning purposes with the goal of minimizing any market impact and avoiding any concerns about the timing of the transactions.
AMG is an asset management company with equity investments in a diverse group of mid-sized investment management firms. AMG’s affiliated investment management firms managed approximately $184 billion in assets at December 31, 2005.
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, our ability to complete pending acquisitions, 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, 2004.
###
For more information on Affiliated Managers Group, Inc.,
please visit AMG’s Web site at www.amg.com.