<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Affiliated Managers Group, Inc.
-------------------------------
(Exact name of registrant as specified in its charter)
Delaware 04-32-18510
- ---------------------------------------- ------------------------------------
(State of incorporation or organization) (I.R.S. Employer Identification No.)
Two International Place, 23rd Floor, Boston, MA 02110
- ----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of securities registration of a class of securities
pursuant to Section 12(b) of the pursuant to Section 12(g) of the
Exchange Act and is effective pursuant Exchange Act and is effective pursuant
to General Instruction A.(c), please to General Instruction A.(d), please
check the following box. [X] check the following box. [ ]
Securities Act registration statement file number to which this form
relates: 333-34679
----------
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of Class to be so registered which each class is to be registered
- ---------------------------------- ------------------------------------
Common Stock, $.01 par value New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
Not Applicable
--------------
(Title of Class)
<PAGE> 2
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
A description of the Common Stock of the Registrant is set forth in the
information provided under "Description of Capital Stock" in the Prospectus
forming part of the Form S-1 Registration Statement, filed under the Securities
Act of 1933, as amended, with the Securities and Exchange Commission on August
29, 1997 (Registration No. 333-34679), as amended and including all exhibits
thereto (the "Registration Statement"), which is incorporated herein by
reference for all purposes.
Item 2. EXHIBITS
The securities described herein are to be registered on the New York Stock
Exchange, on which no other securities of the Registrant are registered. The
following exhibits have been duly filed with the New York Stock Exchange:
(1) The Registration Statement.
(2) Form of Restated Certificate of Incorporation of Registrant.
(3) Form of Amended and Restated By-laws of Registrant.
(4) Specimen of Registrant's Common Stock certificate.
<PAGE> 3
SIGNATURE
---------
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
AFFILIATED MANAGERS GROUP, INC.
By: /s/ Sean M. Healey
---------------------------------------
Sean M. Healey
Executive Vice President
October 6, 1997
