<PAGE>
As filed with the Securities and Exchange Commission on February 25, 1999
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
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 Number)
TWO INTERNATIONAL PLACE, 23RD FLOOR
BOSTON, MASSACHUSETTS 02110
(617) 747-3300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
AFFILIATED MANAGERS GROUP, INC.
1997 STOCK OPTION AND INCENTIVE PLAN
(Full Title of the Plan)
------------------------------------
WILLIAM J. NUTT
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD
AFFILIATED MANAGERS GROUP, INC.
TWO INTERNATIONAL PLACE, 23RD FLOOR
BOSTON, MASSACHUSETTS 02110
(617) 747-3300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
----------------------------
With copies to:
Martin Carmichael III, P.C.
Elizabeth Shea Fries, Esq.
GOODWIN, PROCTER & HOAR LLP
Exchange Place
53 State Street
Boston, Massachusetts 02109-2881
(617) 570-1000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Being Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Registered Registered Price Per Share Offering Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock, par value $.01 1,750,000 shares (1) $26.89(2) $47,057,500 $13,882
per share
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</TABLE>
(1) Plus such additional number of shares as may be issued pursuant to the
Affiliated Managers Group, Inc. 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 February 22, 1999 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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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Affiliated Managers Group, Inc. (the "Company") hereby incorporates by
reference the documents listed in (a) through (c) below, which have previously
been filed with the Securities and Exchange Commission.
(a) The Company's Annual Report on Form 10-K, containing audited
financial statements for the fiscal year ended December 31, 1997,
filed with the Securities and Exchange Commission pursuant to
Section 13(a) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), on March 31, 1998;
(b) The Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission pursuant to Section 13(a) of
the Exchange Act on April 3, 1998, as amended on June 3, 1998;
the Company's Definitive Proxy Statement mailed to stockholders
in connection with the Company's 1998 Annual Meeting of
Stockholders, filed with the Securities and Exchange Commission
pursuant to Section 14(a) of the Exchange Act on April 15, 1998;
the Company's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission pursuant to Section 13(a) of
the Exchange Act on May 15, 1998; the Company's Quarterly Report
on Form 10-Q filed with the Securities and Exchange Commission
pursuant to Section 13(a) of the Exchange Act on August 13, 1998;
the Company's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission pursuant to Section 13(a) of
the Exchange Act on November 16, 1998; the Company's Current
Report on Form 8-K filed with the Securities and Exchange
Commission pursuant to Section 13(a) of the Exchange Act on
January 21, 1999; the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission pursuant to
Section 13(a) of the Exchange Act on February 1, 1999 (first);
and the Company's Current Report on Form 8-K filed with the
Securities and Exchange Commission pursuant to Section 13(a)
of the Exchange Act on February 1, 1999 (second); and
(c) The description of the Company's common stock contained in its
Registration Statement on Form 8-A filed with the Securities and
Exchange Commission on October 7, 1997 under Section 12 of the
Exchange Act, and any amendments or reports filed for the purpose
of updating such description.
In addition, all documents subsequently filed with the Securities and
Exchange Commission by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, prior to the filing of a post-effective amendment
hereto which indicates that all securities offered hereunder have been sold or
which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in this registration statement and to be a part hereof
from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not Applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Goodwin, Procter & Hoar LLP is issuing an opinion as to the validity of
the securities being registered on this registration statement. Richard E.
Floor, a director of the Company, is the sole shareholder of Richard E. Floor,
P.C., which is a partner in Goodwin, Procter & Hoar LLP.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the General Corporation Law of the State of Delaware,
Article VII of the Company's Amended and Restated Certificate of Incorporation
(the "Certificate") provides that no director of the Company shall be personally
liable to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (i) for any breach of the
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) in respect of certain unlawful dividend payments or
stock redemptions or repurchases, or (iv) for any transaction from which the
director derived an improper personal benefit. In addition, the Certificate
provides that if the General Corporation Law of the State of Delaware is amended
to authorize the further elimination or limitation of the liability of
directors, then the liability of a director of the Corporation shall be
eliminated or limited to the fullest extent permitted by the General Corporation
Law of the State of Delaware, as so amended.
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Article V of the Company's Amended and Restated By-laws provides for
indemnification, to the fullest extent authorized by the General Corporation Law
of the State of Delaware (as the same exists or may hereafter be amended;
provided that no such amendment shall reduce the level of indemnity provided
prior to such amendment), by the Company of its directors, officers and certain
non-officer employees under certain circumstances against expenses (including,
among other things, attorneys' fees, judgments, fines, taxes, penalties and
amounts reasonably paid in settlement) incurred in connection with the defense
or settlement of any threatened, pending or completed legal proceeding (or any
claim, issue or matter therein) in which any such person is involved by reason
of the fact that such person is or was a director, officer or employee of the
Company if such person acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to criminal actions or proceedings, if such person had no reasonable
cause to believe his or her conduct was unlawful.
The Amended and Restated Stockholders' Agreement, filed as Exhibit 10.1
to the Company's registration statement on Form S-1 (File No. 333-34679) filed
on August 29, 1997, as amended (the "Form S-1"), provides for indemnification by
the Company of certain stockholders of the Company and the controlling persons
of such stockholders (several of whom are officers and directors of the Company)
against certain liabilities arising under the securities laws in connection with
sales of the Company's common stock by such stockholders pursuant to the
registration rights granted to them under the Amended and Restated Stockholders'
Agreement.
The Company also carries standard directors' and officers' liability
insurance covering its directors and officers.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
The following is a complete list of exhibits filed or incorporated by
reference as part of this registration statement.
EXHIBITS
4.1 Affiliated Managers Group, Inc. Amended and Restated Certificate
of Incorporation (incorporated by reference to the Company's
Registration Statement on Form S-1 (File No. 333-34679), filed
August 29, 1997, as amended)
4.2 Affiliated Managers Group, Inc. Amended and Restated By-laws
(incorporated by reference to the Company's Registration
Statement on Form S-1 (File No. 333-34679), filed August 29,
1997, as amended)
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the
securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on page 4 of this registration
statement)
Item 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the
registration statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement; and
2
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(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the registration statement or any material
change to such information in the registration statement;
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each
filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act that is incorporated by
reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall
be deemed to be the initial BONA FIDE offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in
the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
3
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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 the City of Boston, Commonwealth of Massachusetts, on
February 25, 1999.
AFFILIATED MANAGERS GROUP, INC.
By: /s/ Darrell W. Crate
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Name: Darrell W. Crate
Title: Senior Vice President and Chief
Financial Officer
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 Nathaniel Dalton, and each of them singly,
our true and lawful attorneys 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.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
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<S> <C> <C>
/s/ William J. Nutt President, Chief Executive Officer February 25, 1999
- ------------------------------------ and Chairman of the Board of Directors
William J. Nutt (Principal Executive Officer)
/s/ Darrell W. Crate Senior Vice President and Chief February 25, 1999
- ------------------------------------ Financial Officer (Principal Financial
Darrell W. Crate and Principal Accounting Officer)
/s/ Richard E. Floor Director February 25, 1999
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Richard E. Floor
/s/ P. Andrews McLane Director February 25, 1999
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P. Andrews McLane
/s/ John M. B. O'Connor Director February 25, 1999
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John M. B. O'Connor
/s/ W. W. Walker, Jr. Director February 25, 1999
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W. W. Walker, Jr.
/s/ William F. Weld Director February 25, 1999
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William F. Weld
</TABLE>
EXHIBIT INDEX
4
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EXHIBIT NO. DESCRIPTION
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4.1 Affiliated Managers Group, Inc. Amended and Restated
Certificate of Incorporation (incorporated by reference to the
Company's Registration Statement on Form S-1 (File No.
333-34679), filed August 29, 1997, as amended)
4.2 Affiliated Managers Group, Inc. Amended and Restated By-laws
(incorporated by reference to the Company's Registration
Statement on Form S-1 (File No. 333-34679), filed August 29,
1997, as amended)
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of
the securities being registered
23.1 Consent of Goodwin, Procter & Hoar LLP (included in Exhibit
5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Powers of Attorney (included on page 4 of this registration
statement)
5
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Exhibit 5.1
GOODWIN, PROCTER & HOAR LLP
COUNSELLORS AT LAW
EXCHANGE PLACE
BOSTON, MASSACHUSETTS 02109-2881
February 25, 1999
Affiliated Managers Group, Inc.
Two International Place, 23rd Floor
Boston, Massachusetts 02110
Ladies and Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to the Securities Act of 1933, as amended (the "Act"), of 1,750,000 shares of
Common Stock, par value $.01 per share (the "Shares"), of Affiliated Managers
Group, Inc., a Delaware corporation (the "Company").
In connection with rendering this opinion, we have examined the
Certificate of Incorporation and ByLaws of the Company, each as amended to date;
such records of the corporate proceedings of the Company as we deemed material;
a registration statement on Form S-8 under the Act relating to the Shares (the
"Registration Statement") and the prospectus contained therein (the
"Prospectus"); the Affiliated Managers Group, Inc. 1997 Stock Option and
Incentive Plan; and such other certificates, receipts, records and documents as
we considered necessary for the purposes of this opinion. In our examination, we
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to us as certified,
photostatic or facsimile copies, the authenticity of the originals of such
copies and the authenticity of telephonic confirmations of public officials and
others. As to facts material to our opinion, we have relied upon certificates or
telephonic confirmations of public officials and certificates, documents,
statements and other information of the Company or representatives or officers
thereof.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United States of America and The Commonwealth of
Massachusetts and the General Corporation Law of the State of Delaware.
Based upon the foregoing, we are of the opinion that when the Shares
have been issued and paid for in accordance with the terms of the Prospectus,
the Shares will be validly issued, fully paid and nonassessable shares of Common
Stock.
The foregoing assumes that all requisite steps will be taken to comply
with the requirements of the Act and applicable requirements of state laws
regulating the offer and sale of securities.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours
/s/ GOODWIN, PROCTER & HOAR LLP
GOODWIN, PROCTER & HOAR LLP
6
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Exhibit 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 (File No. 333-_____) of our report dated, February 10,
1998, except for Note 16 for which the date is March 20, 1998, on our audit
of the consolidated financial statements and financial statement schedule of
Affiliated Managers Group, Inc.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 24, 1999
7
