<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant /x/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/x/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AFFILIATED MANAGERS GROUP, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
AFFILIATED MANAGERS GROUP, INC.
TWO INTERNATIONAL PLACE, 23RD FLOOR
BOSTON, MASSACHUSETTS 02110
------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2000
------------------------
NOTICE IS HEREBY GIVEN that the 2000 Annual Meeting of Stockholders (the
"Annual Meeting") of Affiliated Managers Group, Inc. ("AMG" or the "Company")
will be held on Thursday, May 25, 2000, at 9:00 a.m. Boston time at the offices
of Goodwin, Procter & Hoar LLP at Exchange Place, 53 State Street, Boston,
Massachusetts 02109 for the following purposes:
1. To elect seven directors of the Company to serve until the 2001 Annual
Meeting of Stockholders and until their respective successors are duly elected
and qualified.
2. To consider and act upon a proposal to approve a Long-Term Executive
Incentive Plan which permits incentive compensation awarded to certain executive
officers of the Company to be deductible by the Company under the Internal
Revenue Code of 1986, as amended.
3. To consider and act upon a proposal to amend the Amended and Restated
Certificate of Incorporation of the Company to increase the authorized number of
shares of common stock of the Company.
4. To consider and act upon any other matters that may properly be brought
before the Annual Meeting and at any adjournments or postponements thereof.
Any action may be taken on the foregoing matters at the Annual Meeting on
the date specified above, or on any date or dates to which, by original or later
adjournment, the Annual Meeting may be adjourned, or to which the Annual Meeting
may be postponed.
The Board of Directors has fixed the close of business on March 27, 2000 as
the record date for determining the stockholders entitled to notice of and to
vote at the Annual Meeting and at any adjournments or postponements thereof.
Only stockholders of record of the Company's common stock, par value $.01 per
share (the "Common Stock"), at the close of business on that date will be
entitled to notice of the Annual Meeting. Only stockholders of record of voting
Common Stock at the close of business on that date will be entitled to vote at
the Annual Meeting and at any adjournments or postponements thereof.
You are requested to fill in and sign the enclosed form of proxy, which is
being solicited by the Board of Directors of the Company, and to mail it
promptly in the enclosed postage-prepaid envelope. Any proxy may be revoked by
delivery of a later dated proxy. Stockholders of record who attend the Annual
Meeting may vote in person, even if they have previously delivered a signed
proxy.
By Order of the Board of Directors
[/S/ NATHANIEL DALTON]
Nathaniel Dalton
SECRETARY
Boston, Massachusetts
April 18, 2000
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE COMPLETE, SIGN,
DATE AND PROMPTLY RETURN THE ENCLOSED PROXY CARD IN THE POSTAGE-PREPAID ENVELOPE
PROVIDED. IF YOU ARE A STOCKHOLDER OF RECORD AND YOU ATTEND THE ANNUAL MEETING,
YOU MAY VOTE IN PERSON IF YOU WISH, EVEN IF YOU HAVE PREVIOUSLY RETURNED YOUR
PROXY CARD.
<PAGE>
AFFILIATED MANAGERS GROUP, INC.
TWO INTERNATIONAL PLACE, 23RD FLOOR
BOSTON, MASSACHUSETTS 02110
------------------------
PROXY STATEMENT
---------------------
FOR 2000 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON MAY 25, 2000
April 18, 2000
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Affiliated Managers Group, Inc. ("AMG" or
the "Company") for use at the 2000 Annual Meeting of Stockholders of the Company
to be held on Thursday, May 25, 2000 at 9:00 a.m. Boston time at the offices of
Goodwin, Procter & Hoar LLP at Exchange Place, 53 State Street, Boston,
Massachusetts, 02109, and at any adjournments or postponements thereof (the
"Annual Meeting"). At the Annual Meeting, stockholders will be asked to vote
upon the election of seven directors of the Company, to consider and act upon
proposals to adopt a Long-Term Executive Incentive Plan and amend the Amended
and Restated Certificate of Incorporation of the Company to increase the number
of authorized shares of common stock of the Company, and to act upon any other
matters properly brought before them.
This Proxy Statement and the accompanying Notice of Annual Meeting and Proxy
Card are first being sent to stockholders on or about April 18, 2000. The Board
of Directors has fixed the close of business on March 27, 2000, as the record
date for the determination of stockholders entitled to notice of and to vote at
the Annual Meeting (the "Record Date"). Only stockholders of record of the
Company's common stock, par value $.01 per share (the "Common Stock"), at the
close of business on the Record Date will be entitled to notice of the Annual
Meeting. Only stockholders of record of voting Common Stock at the close of
business on the Record Date will be entitled to vote at the Annual Meeting.
Holders of Common Stock outstanding and entitled to vote as of the close of
business on the Record Date will be entitled to one vote for each share held by
them. As of the Record Date, there were 22,417,889 shares of Common Stock
outstanding and entitled to vote at the Annual Meeting.
The presence, in person or by proxy, of holders of at least a majority of
the total number of shares of Common Stock outstanding and entitled to vote is
necessary to constitute a quorum for the transaction of business at the Annual
Meeting. Both abstentions and broker non-votes (as defined below) will be
counted as present in determining the presence of a quorum. A plurality of votes
cast shall be sufficient for the election of directors. Abstentions and broker
non-votes will be disregarded in determining the "votes cast" for purposes of
electing directors and will not affect the election of the candidates receiving
a plurality of votes. A "broker non-vote" is a proxy from a broker or other
nominee indicating that such person has not received instructions from the
beneficial owner or other person entitled to vote the shares which are the
subject of the proxy on a particular matter with respect to which the broker or
other nominee does not have discretionary voting power. The approval of a
majority of the shares of Common Stock cast is required for approval of the
Long-Term Executive Incentive Plan. Broker non-votes will be disregarded in
considering "votes cast," while an abstention will have the effect of a vote
cast against the Long-Term Executive Incentive Plan. The approval of a majority
of the shares of Common Stock is required for approval of the amendment of the
Amended and Restated Certificate of Incorporation. As a result, any shares not
voted (whether by abstention, broker non-vote or otherwise) will have the same
effect as a vote against the proposal.
<PAGE>
STOCKHOLDERS OF THE COMPANY ARE REQUESTED TO COMPLETE, SIGN, DATE AND
PROMPTLY RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED, POSTAGE-PREPAID
ENVELOPE. SHARES REPRESENTED BY A PROPERLY EXECUTED PROXY RECEIVED PRIOR TO THE
VOTE AT THE ANNUAL MEETING AND NOT REVOKED WILL BE VOTED AT THE ANNUAL MEETING
AS DIRECTED ON THE PROXY. IF A PROPERLY EXECUTED PROXY IS SUBMITTED AND NO
INSTRUCTIONS ARE GIVEN, THE PROXY WILL BE VOTED FOR THE ELECTION OF THE NOMINEES
FOR DIRECTOR OF THE COMPANY NAMED IN THIS PROXY STATEMENT, FOR THE PROPOSAL TO
APPROVE THE LONG-TERM EXECUTIVE INCENTIVE PLAN AND FOR THE PROPOSAL TO AMEND THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY. IT IS NOT
ANTICIPATED THAT ANY MATTERS OTHER THAN THE ELECTION OF DIRECTORS, THE PROPOSAL
TO APPROVE A LONG-TERM EXECUTIVE INCENTIVE PLAN AND THE PROPOSAL TO AMEND THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION WILL BE PRESENTED AT THE
ANNUAL MEETING. IF OTHER MATTERS ARE PRESENTED, PROXIES WILL BE VOTED IN
ACCORDANCE WITH THE DISCRETION OF THE PROXY HOLDERS.
A stockholder of record may revoke a proxy at any time before it has been
exercised by filing a written revocation with the Secretary of the Company at
the address of the Company set forth above; by filing a duly executed proxy
bearing a later date; or by appearing in person and voting by ballot at the
Annual Meeting. Any stockholder of record as of the Record Date attending the
Annual Meeting may vote in person whether or not a proxy has previously been
given, but the presence (without further action) of a stockholder at the Annual
Meeting will not constitute revocation of a previously given proxy.
The Company's 1999 Annual Report, including audited financial statements for
the fiscal year ended December 31, 1999, is being mailed to stockholders
concurrently with this Proxy Statement. The Annual Report, however, is not part
of the proxy solicitation materials.
2
<PAGE>
PROPOSAL 1: ELECTION OF DIRECTORS
INTRODUCTION
The Board of Directors of the Company currently consists of nine members. At
the Annual Meeting, seven directors will be elected to serve until the 2001
Annual Meeting of Stockholders and until their respective successors are duly
elected and qualified. The Board of Directors has nominated Messrs. William J.
Nutt, Richard E. Floor, Stephen J. Lockwood, Harold J. Meyerman, John M.B.
O'Connor and William F. Weld, and Dr. Rita M. Rodriguez (the "Nominees") to
serve as directors. Each of the Nominees is currently serving as a director of
the Company. The Board of Directors anticipates that each of the Nominees will
serve, if elected, as a director. However, if any person nominated by the Board
of Directors is unable to accept election, the proxies will be voted for the
election of such other person or persons as the Board of Directors may
recommend. The Board of Directors will consider a nominee for election to the
Board of Directors recommended by a stockholder of record if the stockholder
submits the nomination in compliance with the requirements of the Company's
Amended and Restated By-laws (the "By-laws"). See "Other Matters--Stockholder
Proposals" for a summary of these requirements.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" THE ELECTION OF EACH OF THE NOMINEES.
INFORMATION REGARDING THE DIRECTORS/NOMINEES
The names, ages and a description of the business experience, principal
occupation and past employment during at least the last five years of each of
the Nominees are set forth below.
<TABLE>
<CAPTION>
NAME AGE
- ---- --------
<S> <C>
William J. Nutt (2)......................................... 55
Richard E. Floor (1)........................................ 59
Stephen J. Lockwood (1)(2).................................. 52
Harold J. Meyerman (2)(3)................................... 61
John M.B. O'Connor (2)(3)................................... 45
Rita M. Rodriguez........................................... 57
William F. Weld (1)(3)...................................... 54
</TABLE>
- ------------------------
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominating Committee.
WILLIAM J. NUTT founded the Company in December 1993, and has served as its
Chairman and Chief Executive Officer since that time. Until 1999, Mr. Nutt also
served as President of the Company. Mr. Nutt began his career at the law firm of
Ballard, Spahr, Andrews & Ingersoll in Philadelphia, where he was a Partner
until he joined The Boston Company in 1982. As Senior Executive Vice President
of that firm, Mr. Nutt built The Boston Company's mutual fund administration,
distribution and custody business
3
<PAGE>
serving over 45 fund sponsors with assets of $119.0 billion. In 1989, he became
President, assuming overall responsibility for The Boston Company's
$36.0 billion institutional money management business, its $190.0 billion master
trustee and custodian business, and the personal banking and trust business of
the Boston Safe Deposit and Trust Company. Mr. Nutt received a J.D. from the
University of Pennsylvania and a B.A. from Grove City College. From 1991 to
1994, Mr. Nutt served on the Executive Committee of the Board of Governors of
the Investment Company Institute.
RICHARD E. FLOOR has been a director of the Company since its formation. A
professional corporation of which Mr. Floor is the sole stockholder is and has
been a senior partner at the law firm of Goodwin, Procter & Hoar LLP or its
predecessor since 1975. Mr. Floor is also a director of New America High Income
Fund, a closed-end investment company.
STEPHEN J. LOCKWOOD has been a director of the Company since
September 1999. Mr. Lockwood is Managing Partner of Stephen J. Lockwood &
Company, LLC. He is also currently Vice-Chairman of HCC Insurance
Holdings, Inc. ("HCC"), a NYSE listed insurance holding company. Mr. Lockwood
was the co-founder and served through 1999 as the Chief Executive Officer of
HCC's subsidiary, LDG Reinsurance Corporation, which HCC acquired in 1996. In
addition, he serves as a director of four mutual funds managed by The Dreyfus
Corporation and on the Board of the Inner City Scholarship Fund in Boston.
HAROLD J. MEYERMAN has been a director of the Company since July 1999.
Mr. Meyerman was a Managing Director of the Global Financial Institutions and
Trade Group of Chase Manhattan Bank until June 1998. His responsibilities at
Chase included overseeing asset management companies. Before joining Chase,
Mr. Meyerman was President and Chief Executive Officer of First Interstate
Bank, Ltd., a unit of First Interstate Bancorp.
JOHN M.B. O'CONNOR has been a director of the Company since October 1997.
Mr. O'Connor is a General Partner of Chase Capital Partners, which he joined in
May 1995. Mr. O'Connor has been employed by Chase Manhattan Corporation or its
predecessors since 1987 in a variety of senior investment banking positions
including management of Corporate Securities Sales, Trading and Research.
Mr. O'Connor is also a director of FHC Health Systems, Inc., a behavioral health
services provider; Spartan Communications, an owner and operator of television
broadcasting companies; e-BondTrade.com, an internet-based municipal finance
investment-banking financial firm; and AdvisorTech, a provider of internet
technologies and brokerage services to Japanese financial intermediaries.
RITA M. RODRIGUEZ has been a director of the Company since January 2000.
Dr. Rodriguez is a former full-time Director of the Export-Import Bank of the
United States. She was nominated to the position by President Reagan and
confirmed by the U.S. Senate in 1982, and continued to serve in this capacity by
direction of President Bush and President Clinton until her resignation in
March 1999. On the Export-Import Bank Board, she served as Chair of the Audit
Committee and the Exposure Management Committee. Prior to joining the
Export-Import Bank Board, Dr. Rodriguez was a professor of finance at the
University of Illinois at Chicago and an associate professor of business
administration at Harvard Business School. In addition, Dr. Rodriguez has
authored numerous journal articles and books on the subject of international
finance.
WILLIAM F. WELD has been a director of the Company since December 1997.
Mr. Weld is a Partner in the law firm of McDermott, Will & Emery. From 1991 to
1997, Mr. Weld served as the Governor of Massachusetts. His prior experience
includes two years as Assistant U.S. Attorney General, Criminal Division, and
five years as the United States Attorney for Massachusetts. Mr. Weld has also
previously
4
<PAGE>
been engaged in the private practice of law at Hill & Barlow and Hale and Dorr
LLP. Mr. Weld is also a director of IDT Corporation, a provider of
telecommunications services; and Edison Schools, Inc., a private manager of
public schools.
During 1999, the Board of Directors met five times. During 1999, each
director attended at least 75% of the aggregate of (i) the total number of
meetings of the Board of Directors (held during the period for which such
director served on the Board of Directors) and (ii) the total number of meetings
of all committees of the Board of Directors on which such director served
(during the periods for which such director served on such committee or
committees).
The Board of Directors has established an Audit Committee (the "Audit
Committee"), a Compensation Committee (the "Compensation Committee") and a
Nominating Committee (the "Nominating Committee"). The Audit Committee
recommends the firm to be appointed as independent accountants to audit
financial statements and to perform services related to the audit, reviews the
scope and results of the audit with the independent accountants, reviews with
management and the independent accountants the Company's operating results,
considers the adequacy of internal accounting procedures and considers the
effect of such procedures on the accountants' independence. The Audit Committee
currently consists of Messrs. Floor, Lockwood, and Weld, and Mr. W.W. Walker,
Jr., who is not standing for re-election to the Board of Directors. The Audit
Committee met five times during 1999. The Compensation Committee, which
currently consists of Messrs. Nutt, Lockwood, Meyerman and O'Connor, reviews and
recommends the compensation arrangements for all directors and officers, except
that Mr. Nutt does not participate in the recommendation of his compensation
arrangements. The Compensation Committee met five times during 1999. While the
Company has a Nominating Committee which was created in October 1999, and
consists of Messrs. Meyerman, O'Connor and Weld, recent nominees to the Board
have been nominated and then approved by the Board. The Nominating Committee
accepts proposals from stockholders of the Company if submitted in compliance
with the requirements of the By-laws.
COMPENSATION OF DIRECTORS
Directors of the Company who are either employees of the Company or who
became directors in connection with the purchase of Common Stock by institutions
affiliated with such directors, receive no additional compensation for their
service as directors. Messrs. Floor, Lockwood, Meyerman and Weld and
Dr. Rodriguez each receive an annual fee of $40,000 for his or her service as a
director. In addition, these directors receive an annual fee of $10,000 for
their service as a member of any of the Audit, Compensation or Nominating
Committees.
Non-employee directors are also eligible to receive options to purchase
shares of Common Stock under the Affiliated Managers Group, Inc. 1997 Stock
Option and Incentive Plan (the "1997 Plan") in connection with their service as
directors. On July 20, 1999, in connection with his appointment to the Board of
Directors, Mr. Meyerman was granted under the 1997 Plan an option to purchase up
to 10,000 shares of Common Stock at an exercise price of $28.6875 per share,
which option vested on the date of grant. On September 16, 1999, in connection
with his appointment to the Board of Directors, Mr. Lockwood was granted under
the 1997 Plan an option to purchase up to 10,000 shares of Common Stock at an
exercise price of $25.4375 per share, which option vests in quarterly 625 share
installments commencing on January 1, 2000. On January 25, 2000, in connection
with her appointment to the Board of Directors, Dr. Rodriguez was granted under
the 1997 Plan an option to purchase up to 15,000 shares of Common Stock at an
exercise price of $35.6875 per share, which option vests in quarterly 937 share
5
<PAGE>
installments commencing on April 1, 2000. On September 16, 1999, in connection
with his continuing service as a director, Mr. Floor was granted under the 1997
Plan an option to purchase up to 10,000 shares of Common Stock at an exercise
price of $25.4375 per share, which option vests in quarterly 625 share
installments commencing on January 1, 2000. On January 25, 2000, in connection
with their continuing service to the Board of Directors, each of Messrs. Floor,
Lockwood, Meyerman and Weld was granted under the 1997 Plan an option to
purchase up to 5,000 shares of Common Stock at an exercise price of $35.6875 per
share, which option vests in quarterly 312 share installments commencing on
April 1, 2000.
All directors of the Company are reimbursed for travel expenses incurred in
attending meetings of the Board of Directors and its committees.
INFORMATION REGARDING OFFICERS OF THE COMPANY
The names, ages and positions of the executive officers and certain other
officers of the Company, as well as a description of their business experience
and past employment, are as set forth below:
<TABLE>
<CAPTION>
NAME AGE POSITION
- ---- -------- --------
<S> <C> <C>
William J. Nutt*............... 55 Chief Executive Officer and Chairman of the Board of
Directors
Sean M. Healey*................ 38 President and Chief Operating Officer
Darrell W. Crate*.............. 33 Senior Vice President, Chief Financial Officer and Treasurer
Nathaniel Dalton*.............. 33 Senior Vice President, General Counsel and Secretary
Seth W. Brennan*............... 29 Vice President
John Kingston, III............. 34 Vice President and Associate General Counsel
Jeffrey S. Murphy.............. 33 Vice President
Daniel J. Shea................. 34 Vice President
</TABLE>
- ------------------------
* Executive Officer of the Company.
For Mr. Nutt's biographical information, see "--Information Regarding the
Directors/Nominees."
SEAN M. HEALEY joined the Company as its Executive Vice President in 1995
and became President and Chief Operating Officer in 1999. Prior to joining AMG,
Mr. Healey was a Vice President 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.
DARRELL W. CRATE joined the Company as a Senior Vice President and Chief
Financial Officer in 1998. Prior to joining AMG, Mr. Crate was a Managing
Director with Chase Securities, Inc. Mr. Crate received an M.B.A. from Columbia
Business School and a B.A. from Bates College.
NATHANIEL DALTON joined the Company as a Senior Vice President and General
Counsel in 1996. Prior to joining AMG, Mr. Dalton was an attorney at Goodwin,
Procter & Hoar LLP, focusing on mergers and acquisitions, including those in the
asset management industry. Mr. Dalton received a J.D. from Boston University
School of Law and a B.A. from the University of Pennsylvania.
6
<PAGE>
SETH W. BRENNAN joined the Company as an Assistant Vice President in 1995,
and became a Vice President in 1996. Prior to joining AMG, Mr. Brennan was a
Financial Analyst in the Global Insurance Investment Banking Group at Morgan
Stanley & Co. Incorporated. Before joining Morgan Stanley, Mr. Brennan was a
Financial Analyst in the Financial Institutions Group at Wasserstein, Perella &
Co. Mr. Brennan received a B.A. from Hamilton College.
JOHN KINGSTON, III joined the Company as a Vice President and Associate
General Counsel in 1999. Prior to joining AMG, Mr. Kingston served in a general
counseling capacity at a division of Morgan Stanley Dean Witter Investment
Management. Before joining Morgan Stanley Dean Witter, Mr. Kingston was an
attorney at Ropes & Gray, focusing on corporate and securities laws issues, with
a particular focus on the asset management industry. Mr. Kingston received a
J.D. from Harvard Law School, and a B.S. Economics and a B.A. from the
University of Pennsylvania.
JEFFREY S. MURPHY joined the Company as an Assistant Vice President in 1995,
and became a Vice President in 1996. Prior to joining AMG, Mr. Murphy was a
Financial Analyst at United Asset Management Corporation, and prior to that,
Mr. Murphy was the Assistant Controller of TA Associates, Inc. Mr. Murphy
received a B.S. in Business Administration from Northeastern University.
DANIEL J. SHEA joined the Company as a Vice President in 1998. Prior to
joining AMG, Mr. Shea was a Senior Manager in the Financial Services Group of
Coopers & Lybrand L.L.P. Mr. Shea received a B.S. in Accounting and Finance from
Boston College and is a Certified Public Accountant.
7
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE. The following table sets forth information
concerning the compensation earned during the indicated periods by the Company's
Chief Executive Officer and the Company's four (4) other most highly compensated
executive officers whose total salary and bonus exceeded $100,000 during the
fiscal year ended December 31, 1999 (collectively, the "Named Executive
Officers").
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION ALL OTHER
COMPENSATION AWARDS COMPENSATION
---------------------- ------------ --------------------------------------
SECURITIES LONG-TERM
UNDERLYING DEFERRED OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS ($) OPTIONS (#) COMPENSATION ($) COMPENSATION ($)
- --------------------------- -------- ---------- --------- ------------ ---------------- ----------------
<S> <C> <C> <C> <C> <C> <C>
William J. Nutt.......... 1999 550,000 1,300,000 140,000 1,500,000(1) 28,300(2)
Chairman and Chief 1998 462,500 575,000 82,500 -- 28,200(3)
Executive Officer 1997 379,140 435,000 205,000 -- 28,250(4)
Sean M. Healey........... 1999 425,000 1,000,000 120,000 1,000,000(1) 28,300(2)
President and Chief 1998 362,500 450,000 75,000 -- 28,200(3)
Operating Officer 1997 301,920 350,000 195,000 -- 28,250(4)
Darrell W. Crate......... 1999 250,000 700,000 150,000 750,000(1) 28,300(2)
Senior Vice President 1998(5) 159,375 275,000 140,000 -- 25,946(3)
Nathaniel Dalton......... 1999 250,000 700,000 100,000 750,000(1) 28,300(2)
Senior Vice President 1998 225,000 300,000 65,500 -- 27,792(3)
1997 176,371 190,000 72,500 -- 26,313(4)
Seth W. Brennan.......... 1999 175,000 500,100 75,000 600,000(1) 27,725(2)
Vice President 1998 125,000 210,000 42,500 -- 26,904(3)
1997 85,000 105,000 62,500 -- 19,431(4)
</TABLE>
8
<PAGE>
- ------------------------
(1) Represents contributions made by the Company under a non-qualified defined
contribution plan (the "Defined Contribution Plan") established by the
Company in 1999. The Company's contribution to the Defined Contribution Plan
will be distributable to each participant in 12.5% installments on the
second and third anniversary of the contribution and in 37.5% installments
(in each case based on contributions) on the fourth and fifth anniversary of
the contribution. Such vesting and distribution is subject to the
participant satisfying certain conditions, among them that the participants
has not resigned from the Company or been terminated for cause. Forfeited
contributions remain in the Defined Contribution Plan and are reallocated to
the remaining participants.
(2) Includes (i) contributions by the Company under its 401(k) Profit Sharing
Plan in the amount of $24,000 on behalf of Messrs. Nutt, Healey, Crate,
Dalton and Brennan; and (ii) the dollar value of insurance premiums paid by
the Company with respect to term life and long term disability insurance
policies for the benefit of the Named Executive Officers in the amount of
$4,300 on behalf of each of Messrs. Nutt, Healey, Crate and Dalton and
$3,725 on behalf of Mr. Brennan.
(3) Includes (i) contributions by the Company under its 401(k) Profit Sharing
Plan in the amount of $24,000 on behalf of Messrs. Nutt, Healey, Dalton and
Brennan and $23,906 on behalf of Mr. Crate; and (ii) the dollar value of
insurance premiums paid by the Company with respect to term life and long
term disability insurance policies for the benefit of the Named Executive
Officers in the amount of $4,200 on behalf of each of Messrs. Nutt and
Healey, $3,792 on behalf of Mr. Dalton, $2,040 on behalf of Mr. Crate and
$2,904 on behalf of Mr. Brennan.
(4) Includes (i) contributions by the Company under its 401(k) Profit Sharing
Plan in the amount of $24,000 on behalf of Messrs. Nutt, Healey and Dalton
and $18,000 on behalf of Mr. Brennan; and (ii) the dollar value of insurance
premiums paid by the Company with respect to term life and long term
disability insurance policies for the benefit of the Named Executive
Officers in the amount of $4,250 on behalf of Messrs. Nutt and Healey,
$2,313 on behalf of Mr. Dalton, and $1,431 on behalf of Mr. Brennan.
(5) Mr. Crate's employment with the Company commenced in April 1998.
9
<PAGE>
OPTION GRANTS. The following table sets forth the option grants made during
1999 to the Named Executive Officers.
OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
INDIVIDUAL
GRANTS POTENTIAL REALIZABLE
------------- VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF
SECURITIES TOTAL OPTIONS STOCK PRICE
UNDERLYING GRANTED TO APPRECIATION
OPTIONS EMPLOYEES EXERCISE OR FOR OPTION TERM (1)
GRANTED IN FISCAL BASE PRICE EXPIRATION -----------------------
(#) YEAR ($/SHARE) DATE 5% ($) 10% ($)
---------- ------------- ----------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C>
William J. Nutt................ 140,000 16.6% $29.00(2) 12/2/09 $2,553,312 $6,470,594
Sean M. Healey................. 120,000 14.2% $29.00(2) 12/2/09 $2,188,553 $5,546,224
Darrell W. Crate............... 50,000 5.9% $28.56(3) 4/21/09 $ 898,181 $2,276,128
100,000 11.8% $29.00(2) 12/2/09 $1,823,794 $4,621,853
Nathaniel Dalton............... 100,000 11.8% $29.00(2) 12/2/09 $1,823,794 $4,621,853
Seth W. Brennan................ 75,000 8.9% $29.00(2) 12/2/09 $1,367,846 $3,466,390
</TABLE>
- ------------------------
(1) Amounts represent hypothetical gains that could be achieved for the
respective options if exercised at the end of the option term. These gains
are based upon assumed rates of stock appreciation set by the Securities and
Exchange Commission (the "SEC") of five percent and ten percent compounded
annually from the date the respective options were granted. Actual gains, if
any, are dependent on the performance of the Common Stock. There can be no
assurance that the amounts reflected will be achieved.
(2) These options become exercisable over four years, with 25% becoming
exercisable on each of the four calendar year ends beginning in the year
following the date of grant.
(3) These options become exercisable over four years, with 25% becoming
exercisable on each of the four calendar year ends beginning in the year of
the date of grant.
YEAR-END OPTION HOLDINGS. The following table sets forth the value of
options held at the end of 1999 by the Named Executive Officers. None of the
Named Executive Officers exercised any options during 1999.
1999 YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF VALUE OF
SECURITIES UNDERLYING UNEXERCISED
UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
AT YEAR-END (#) AT YEAR-END ($)
EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE(1)
------------------------- ----------------------------
<S> <C> <C>
William J. Nutt.................................. 238,750/188,750 $4,080,360/$2,040,610
Sean M. Healey................................... 225,625/164,375 $3,888,493/$1,773,428
Darrell W. Crate................................. 72,500/217,500 $566,355/$2,262,065
Nathaniel Dalton................................. 100,125/137,875 $1,640,019/$1,470,481
Seth W. Brennan.................................. 80,625/99,375 $1,365,583/$1,064,483
</TABLE>
- ------------------------
(1) Based on $40.438 per share, the closing price of the Common Stock on the New
York Stock Exchange on December 31, 1999.
10
<PAGE>
STOCK PERFORMANCE GRAPH
The following graph provides a comparison of cumulative total stockholder
return for the period from November 21, 1997 through December 31, 1999, among
the Company, the Standard & Poor's 500 Stock Index (the "S&P 500 Index"), an
asset management industry composite index constructed by the Company and
previously used by the Company (the "Old Peer Group Index") and an asset
management industry composite index which adds to the Old Peer Group Index those
asset management industry companies that during 1999 filed an initial public
offering of securities under the Securities Act of 1933 (the "New Peer Group
Index"). The New Peer Group Index includes BlackRock, Inc. ("BlackRock"), Eaton
Vance Corp., Federated Investors, Inc., Franklin Resources, Inc., Gabelli Asset
Management Inc. ("Gabelli"), John Nuveen & Co., Liberty Financial
Companies, Inc., Neuberger Berman, Inc. ("Neuberger Berman"), Phoenix Investment
Partners, Ltd., The Pioneer Group, Inc., T. Rowe Price Associates, United Asset
Management Corporation, and Waddell and Reed Financial, Inc., adding to the Old
Peer Group Index Gabelli, BlackRock, and Neuberger Berman, each of which have
been included since the date of its initial public offering on February 11,
1999, October 1, 1999 and October 7, 1999, respectively. The Stock Performance
Graph assumes an investment of $100 in each of the Company and the indices, and
the reinvestment of any dividends. The historical information set forth below is
not necessarily indicative of future performance.
COMPARISON OF CUMULATIVE TOTAL RETURN*
AMONG THE COMPANY, THE S & P 500 INDEX,
AND PEER GROUPS
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
DOLLARS
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
11/21/1997 12/31/97 3/31/98 6/30/98 9/30/98 12/31/98 3/31/99 6/30/99 9/30/99 12/31/99
AFFILIATED MANAGERS GROUP, INC, 100.00 123.40 148.40 157.98 76.60 127.13 110.64 128.46 115.96 172.08
OLD PEER GROUP 100.00 95.51 112.86 112.52 75.35 84.29 77.79 98.59 77.61 86.63
NEW PEER GROUP** 100.00 95.51 112.86 112.52 75.35 84.29 77.76 98.65 77.59 87.35
S&P 500 100.00 100.91 114.98 118.78 106.96 129.74 136.21 145.81 136.70 157.04
</TABLE>
* Based on $100 invested as of 11/21/97 in Common Stock or Indices, including
the reinvestment of dividends.
** The New Peer Group is comprised of the Old Peer Group with the addition of
asset management industry companies that filed their initial public offerings in
1999. In particular, each of Gabelli Asset Management Inc., BlackRock, Inc. and
Neuberger Berman, Inc. have been included in the New Peer Group since the date
of its public offering on February 11, 1999, October 1, 1999 and October 7,
1999, respectively.
11
<PAGE>
COMPENSATION COMMITTEE REPORT ON
EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors is responsible for
overseeing the Company's general compensation policies and establishing and
reviewing the compensation plans applicable to the Company's executive officers.
The Compensation Committee's responsibilities include administering the
Company's stock option and incentive plans. The Compensation Committee consists
of Messrs. Nutt, Lockwood, Meyerman and O'Connor, with Mr. Lockwood serving as
the acting Chairman of the Committee.
The Compensation Committee structures its policies and programs to further
two basic philosophies: first, that executive compensation should be closely
aligned with increases in stockholder value; and second, that executive
compensation should be designed to retain the services of key members of senior
management of the Company. In keeping with these two philosophies, the
Compensation Committee closely monitors the allocation of the Company's
executives' compensation among its various components: salary, bonus, stock and
stock option grants, so as to maintain an appropriate balance between fixed and
performance-based compensation. The Compensation Committee also sets the timing
of payments within the bonus, stock and stock option categories so as to
maintain an appropriate balance between current and deferred payments.
Throughout these processes, the Compensation Committee is striving to create the
optimum level of incentives to ensure that key executives remain with the
Company and manage the Company's affairs with the goal of increasing value to
stockholders.
In determining salary levels for the Company's executive officers, the
Compensation Committee considers the Company's size and rate of growth,
performance as measured by the Company's earnings after interest expense and
income taxes but before depreciation and amortization and extraordinary items
("Cash Net Income") per share ("Cash Earnings per Share"), earnings per share
and assets under management. The Compensation Committee also reviews the amounts
of annual compensation being paid to executive officers of other companies in
the industry, including those comprising the Peer Group Index set forth on page
10. Based on such reviews, the Compensation Committee believes that the annual
compensation opportunities provided to its executive officers (including
Mr. Nutt) are within the range of annual compensation opportunities offered by
such companies.
In determining the performance-based compensation levels for the Company's
executive officers, the Compensation Committee considers, in addition to those
factors listed above, the performance of the applicable executive and the role
and level of responsibility such executive has assumed in the Company's
performance as a whole, the particular executive's importance to the future
growth of the Company, and the success of the particular executive individually
and collectively with the other members of the management team in achieving
short-term and long-term goals. Once the Compensation Committee has determined
the performance-based compensation to award each of the Company's executive
officers, the Compensation Committee then addresses the form and timing of such
payments. In general, the Compensation Committee believes that as
performance-based compensation increases, the amounts of compensation which are
both awarded in Company stock and deferred should increase accordingly. With
respect to 1999, the Compensation Committee determined that approximately half
of the performance-based compensation paid to the executive officers should be
deferred and paid to the executives 12 1/2% after two and three years,
respectively, and 37 1/2% after four and five years, respectively. The
Compensation Committee further determined that, of the deferred portion of each
executive's performance-based compensation, half
12
<PAGE>
should be invested in Company stock and half should be invested in investment
products managed by the Company's affiliates.
In determining the annual and performance-based compensation levels for
Mr. Nutt, the Company's Chairman and Chief Executive Officer, the Compensation
Committee, without Mr. Nutt's participation, applies the same principles and
methods applied to other executive officers.
The Compensation Committee and the Board of Directors as a whole consider
Cash Earnings per Share to be a particularly important basis for measuring the
value of the Company to its stockholders, and thus the Compensation Committee
places significant emphasis on Cash Earnings per Share in making its
compensation decisions. The Compensation Committee and the Board of Directors
believe that Cash Earnings per Share is a useful indicator of funds available to
the Company which may be used to make investments in new affiliates, repay
indebtedness, repurchase shares of Common Stock or pay dividends on Common
Stock. On the basis of the substantial growth in Cash Earnings per Share in
1999, the Compensation Committee determined performance-based compensation of
approximately ten percent (10%) of Cash Net Income to be appropriate.
In considering Mr. Nutt's compensation in 1999, the Compensation Committee
noted his extensive contributions to each of the following: the completion of
investments in Rorer Asset Management, LLC, The Managers Funds LLC and Frontier
Capital Management Company, LLC, the growth of the Company's existing
affiliates, the growth in Cash Net Income and the growth in the price of the
Company's stock with respect to its Peer Group. On the basis of these factors
and its assessment of Mr. Nutt's contributions relative to other senior managers
of the Company, the Compensation Committee determined his performance-based
compensation to be appropriate.
As set forth above under "--Option Grants in 1999," the Compensation
Committee granted stock options to Mr. Nutt and the other executive officers of
the Company in 1999. The Compensation Committee based the size of the option
grants on the same factors considered in making performance-based compensation
decisions, as described above.
WILLIAM J. NUTT
STEPHEN J. LOCKWOOD
HAROLD J. MEYERMAN
JOHN M.B. O'CONNOR
13
<PAGE>
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Company's executive compensation is determined by the Compensation
Committee of the Board of Directors, which currently consists of Messrs. Nutt,
Lockwood, Meyerman and O'Connor. Mr. Nutt serves as Chairman and Chief Executive
Officer of the Company. Mr. Nutt does not participate in the consideration or
recommendation of his own compensation arrangements, nor does Mr. Nutt
participate in the consideration of his own option grants.
CERTAIN TRANSACTIONS
During 1999, the Company retained Goodwin, Procter & Hoar LLP for certain
legal services. 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.
During 1999, in connection with the Company's senior credit facility (the
"Credit Facility") with a syndicate of banks managed by The Chase Manhattan
Bank, as Administrative Agent, and Nationsbank, N.A., as Documentation Agent,
the Company paid The Chase Manhattan Bank and Nationsbank, N.A. an
administrative agency fee of $75,000. In addition, the Company paid each of The
Chase Manhattan Bank and Nationsbank, N.A. interest under the Credit Facility in
accordance with its terms.
Chase Equity Associates, L.P., (a stockholder of the Company) is a limited
partnership whose sole limited partner is an affiliate of Chase Manhattan
Corporation (the parent company of The Chase Manhattan Bank) and whose sole
general partner has as its partners certain employees of The Chase Manhattan
Bank (including John M.B. O'Connor, a director of the Company) and an affiliate
of Chase Manhattan Corporation. W.W. Walker, Jr., a director of the Company
during 1999, is Managing Director of Bank of America Capital Investors, an
affiliate of Nationsbank, N.A.
In August 1995, the Skyline Funds, for which Skyline Asset Management, L.P.
(one of the investment management firms ("Affiliates") in which the Company
holds a majority interest) provides investment advisory services, retained Funds
Distributor, Inc. as a distributor of shares of the Skyline Funds. Mr. Nutt is
Chairman of Funds Distributor, Inc., and the Chairman and Chief Executive
Officer and majority stockholder of its parent, Boston Institutional
Group, Inc. During 1999, the Skyline Funds paid Funds Distributor, Inc.
approximately $82,876.
During 1999, the Company made loans to certain officers of the Company. The
loans were made to William J. Nutt ($900,000), Nathaniel Dalton ($800,000),
Darrell W. Crate ($100,000), Seth W. Brennan ($315,000), John Kingston, III
($440,000), Jeffrey S. Murphy ($265,000) and Daniel J. Shea ($440,000). Each
loan has a 30-year maturity (but accelerates upon termination of employment) and
is secured by real property. The rate of interest charged on each loan is the
lesser of 6.25% or the Applicable Federal Rate.
PROPOSAL 2. APPROVAL OF LONG-TERM EXECUTIVE INCENTIVE PLAN
The Compensation Committee of the Board of Directors has approved the
adoption of the Long-Term Executive Incentive Plan (the "Plan"), subject to the
approval of the Plan by the stockholders. The Plan is intended to provide
compensation incentives for executive officers within a framework which aligns
executive incentive compensation with increases in stockholder value and
provides a structure which permits deferral of incentive compensation to retain
key employees.
14
<PAGE>
The Board believes that the Plan will advance the interests of the Company
and its stockholders by enabling the Company to align the long-term financial
incentives of its senior executives with increases in stockholder value. If
stockholders do not approve the Plan, the Plan will be rescinded and no payments
will be made under the Plan. However, the Company reserves the right to provide
other forms of incentive payments to its senior executives which may not be
deductible by the Company.
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code")
generally would disallow the Company a federal tax deduction for compensation in
excess of $1 million paid in any fiscal year to any Executive Officer included
in the Summary Compensation Table who is employed by the Company on the last day
of the fiscal year. This limitation on deductibility does not apply to payments
of "performance-based compensation." As stated above, the Plan is designed to
align the long-term financial incentives of its senior executives with increases
in stockholder value, while assuring that awards of incentive payments to
Eligible Executives from the performance pool to be established under the Plan
each year constitute "performance-based compensation" under Section 162(m) of
the Code.
The primary features of the Plan are summarized below. The summary is
qualified in its entirety by reference to the specific provisions of the Plan,
the full text of which is set forth as Exhibit I to the Proxy Statement.
SUMMARY OF PLAN
The Plan will be administered by the members of the Compensation Committee
who are not officers of the Company. Except in the case of Mr. Nutt, the
Compensation Committee is composed of "outside directors" who are "disinterested
persons" as such terms are defined under the Code and Rule 16b-3 promulgated
under the Securities Exchange Act of 1934, as amended, respectively. Mr. Nutt,
who also serves on the Compensation Committee, will abstain from all matters
relating to the Plan. The Plan defines eligible employees as all Executive
Officers of the Company designated by the Compensation Committee.
Within the first 90 days of the Company's fiscal year, the Compensation
Committee will establish a target level of Base Cash Earnings per Share for the
fiscal year, which is Base Cash Net Income on a per share basis. The term "Base
Cash Net Income" means the Company's earnings after interest expense and income
taxes but before depreciation and amortization and extraordinary items ("Cash
Net Income"), reduced by the after-tax impact of certain performance fee
revenues as determined by the Compensation Committee. While the Company believes
performance fees will be an important and continuing source of revenue, it is
the belief of the Compensation Committee that performance growth targets should
only consist of fees which are generally equivalent to asset-based fees. The
target amount will be adjusted to reflect stock splits, reverse stock splits,
stock dividends and other changes in the Company's capital structure.
During the same 90-day period, the Compensation Committee will adopt a
formula to determine the size of the performance pool under the Plan if the
target level of Base Cash Earnings per Share is met. At the same time, the
Compensation Committee will also allocate the performance pool among the
Eligible Employees. The maximum amount that is payable under the Plan for any
fiscal year to any one Eligible Executive cannot exceed three percent of the
Company's Pre-Tax Cash Net Income. The term Pre-Tax Cash Net Income means Cash
Net Income plus consolidated income tax expense for such fiscal year.
At the end of each fiscal year after the ascertainment by the Company's
independent accountants of the Company's financial results for the year, the
Compensation Committee will certify in writing whether
15
<PAGE>
the target amount of Base Cash Earnings per Share has been met. If the target
amount is met for such fiscal year, the Compensation Committee will use its
pre-established formula to determine the size of the performance pool. In
addition, the Compensation Committee has full discretion to reduce the size of
the performance pool and/or to reduce the amount of incentive payments payable
to any Eligible Executive. An Eligible Executive whose employment terminates
prior to the last day of the fiscal year will not be awarded any incentive
payment from the performance pool.
Awards may be made in cash or shares of Common Stock of the Company, as
determined by the Compensation Committee. Shares awarded under the Plan may, in
the discretion of the Compensation Committee, consist either in whole or in part
of authorized but unissued shares of Common Stock or shares of Common Stock held
in the treasury of the Company, and will be issued from the Company's 1997 Stock
Option and Incentive Plan. It is the intent of the Compensation Committee that
portions of each award made under this Plan (whether cash or Common Stock) be
deferred and subject to additional time-based vesting. During the period of such
deferral, it is the further intent of the Compensation Committee that portions
of the deferred awards be set aside in trust and invested in Common Stock and
investment products managed by the Company's Affiliates.
The Compensation Committee has the right to amend the Plan. Any amendment
that would (i) change the maximum award that might be payable to any Eligible
Executive, or (ii) establish a performance target other than Base Cash Earnings
per Share would need to be subject to stockholder approval in order for the
awards of incentive payments to eligible executives from the performance pool to
constitute "performance-based" compensation under Section 162(m) the Code. The
Compensation Committee may also repeal the Plan or direct the discontinuance of
awards on a temporary or permanent basis.
There are currently five Eligible Executives who would be eligible for
awards under the Plan for 2000. Since awards to be granted under the Plan, if
any, will be premised upon the achievement of certain performance objectives,
and at all times the grant of such awards may be reduced at the discretion of
the Compensation Committee, such grants cannot be ascertained at this time.
Other incentive compensation plans have been established on a Company wide basis
under which employees (including Eligible Executives) may receive awards at the
discretion of the Compensation Committee.
The affirmative vote of a majority of the shares of Common Stock cast at the
meeting in which a quorum is present is required for approval of the Plan. For
this purpose, abstentions will have the effect of votes cast against the Plan
and broker non-votes will not be considered votes cast.
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE COMPENSATION COMMITTEE CONSIDERS APPROVAL OF THE LONG-TERM EXECUTIVE
INCENTIVE PLAN TO BE IN THE BEST INTEREST OF THE COMPANY AND ITS PRESENT AND
FUTURE STOCKHOLDERS, AND HAS APPROVED THE ADOPTION OF THE LONG-TERM EXECUTIVE
INCENTIVE PLAN.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE "FOR" APPROVAL
AND ADOPTION OF THE LONG-TERM EXECUTIVE INCENTIVE PLAN.
16
<PAGE>
PROPOSAL 3: APPROVAL OF A PROPOSAL TO AMEND THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION TO INCREASE THE AUTHORIZED
NUMBER OF SHARES OF COMMON STOCK
The Board of Directors recommends that the stockholders approve a proposal
to amend the Amended and Restated Certificate of Incorporation of the Company
(the "Certificate") to increase the authorized shares of voting Common Stock
from forty million (40,000,000) shares to eighty million (80,000,000) shares.
As of February 29, 2000, there were 22,509,089 shares of Common Stock
outstanding, and an additional 987,437 shares of Common Stock were held in the
Company's treasury or by the Company's subsidiaries. If the amendment is
adopted, approximately 57,582,111 shares of Common Stock would be authorized and
unissued. At February 29, 2000, there were 1,846,225 shares of Common Stock
reserved for issuance pursuant to exercise of stock options under the various
option plans of the Company. There are no pre-emptive rights relating to the
Company's Common Stock. Except to the extent that the Company may issue the
shares of the Company's Common Stock reserved therefor pursuant to its stock
option plans, the Company has not entered into any agreements or understandings,
and has no present plans, for the issuance of additional shares of Common Stock,
but wishes to have such shares available for future issuances as the need may
arise. No further stockholder approval would be required prior to the issuance
of the additional shares authorized by this amendment.
The Board's purpose in proposing the increase in the number of authorized
shares of Common Stock is to have shares available for future issuances from
time to time as and when the Board determines that such issuances may be
desirable. The Securities and Exchange Commission requires the Company to
discuss how such shares could be used to make it more difficult to effect a
change in control of the Company. For example, the additional shares of Common
Stock could be used to dilute the stock ownership of a person seeking to obtain
control of the Company or could be privately placed with purchasers who would
support the Board in opposing a hostile takeover attempt. This proposal to amend
the Certificate is not in response to any effort of which the Company is aware
to accumulate Common Stock or obtain control of the Company, nor is it part of a
plan by management to recommend a series of similar amendments to the Board of
Directors and stockholders. The Board does not presently contemplate
recommending the adoption of any other amendments to the Certificate which could
be construed to affect the ability of third parties to take over or change
control of the Company.
In addition to Common Stock, under the current Certificate the Company is
authorized to issue five million (5,000,000) shares of Preferred Stock, par
value $.01 per share, and three million (3,000,000) shares of Class B Non-Voting
Common Stock, par value $.01 per share, and at February 29, 2000, there were no
shares of Preferred Stock and 1,192,079 shares of Class B Non-Voting Common
Stock outstanding.
Approval of this amendment to the Amended and Restated Certificate of
Incorporation requires approval by a majority of the shares of Common Stock
entitled to vote thereon. As a result, any shares not voted (whether by
abstention, broker non-vote or otherwise) will have the same effect as a vote
against the proposal.
17
<PAGE>
RECOMMENDATION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS CONSIDERS APPROVAL OF THE AMENDMENT TO THE AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION TO BE IN THE BEST INTEREST OF THE
COMPANY AND ITS PRESENT AND FUTURE STOCKHOLDERS, AND HAS UNANIMOUSLY APPROVED
THE AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE STOCKHOLDERS VOTE
"FOR" APPROVAL AND AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF
INCORPORATION.
18
<PAGE>
SECURITY OWNERSHIP OF MANAGEMENT AND
CERTAIN BENEFICIAL OWNERS
The following table sets forth as of February 1, 2000, certain information
regarding the beneficial ownership of Common Stock by (i) each person or "group"
(as that term is defined in Section 13(d)(3) of the Exchange Act) known by the
Company to be the beneficial owner of more than 5% of the Common Stock,
(ii) each executive officer of the Company, (iii) each director and Nominee and
(iv) all directors and executive officers as a group (13 persons). Except as
otherwise indicated, the Company believes, based on information furnished by
such persons, that each person listed below has sole voting and investment power
over the shares of Common Stock shown as beneficially owned, subject to
community property laws, where applicable.
<TABLE>
<CAPTION>
NUMBER OF SHARES PERCENT OF
NAME OF BENEFICIAL OWNER (1) BENEFICIALLY OWNED COMMON STOCK (2)
- ---------------------------- ------------------ ----------------
<S> <C> <C>
Lone Pine Capital LLC....................................... 1,511,500(3) 6.58%
Bank of America Corporation................................. 1,392,460(4) 6.06%
J.W. Seligman & Co. Incorporated............................ 1,296,368 5.64%
Chase Equity Associates, L.P................................ 1,271,929(5) 5.54%
William J. Nutt............................................. 531,310(6) 2.29%
Sean M. Healey.............................................. 350,625(7) 1.51%
Darrell W. Crate............................................ 73,500(8) *
Nathaniel Dalton............................................ 128,125(9) *
Seth W. Brennan............................................. 87,125(10) *
Richard E. Floor............................................ 43,054(11) *
Stephen J. Lockwood......................................... 1,562(12) *
P. Andrews McLane**......................................... 36,485(13) *
Harold J. Meyerman.......................................... 12,812(14) *
John M. B. O'Connor......................................... 1,271,929(15) 5.54%
Rita M. Rodriguez........................................... 937(16) *
W.W. Walker, Jr.**.......................................... -- *
William F. Weld............................................. 5,937(17) *
All directors and executive officers as a group
(13 persons).............................................. 2,505,916(18) 10.57%
</TABLE>
- ------------------------
* Less than 1%
** Not standing for re-election.
(1) Unless otherwise indicated, the mailing address for each stockholder and
director is c/o AMG, Two International Place, 23rd Floor, Boston,
Massachusetts, 02110. The address of Chase Equity Associates, L.P. is 380
Madison Avenue, 12th Floor, New York, New York 10017. The address of Bank of
America Corporation is c/o NationsBank, Corporate Center, 25th Floor, 100
North Tryon Street, Charlotte, North Carolina 28255. The address of Lone
Pine Capital LLC is Two Greenwich Plaza, Greenwich, Connecticut 06830. The
address of J.W. Seligman & Co. Incorporated is 100 Park Avenue, 8th Floor,
New York, New York, 10006.
19
<PAGE>
(2) In computing the number of shares of Common Stock beneficially owned by a
person, shares of Common Stock subject to options and warrants held by that
person that are currently exercisable or that become exercisable within
60 days of February 1, 2000 are deemed outstanding. For purposes of
computing the percentage of outstanding shares of Common Stock beneficially
owned by such person, such shares of stock subject to options or warrants
that are currently exercisable or that become exercisable within 60 days of
February 1, 2000 are deemed to be outstanding for such person but are not
deemed to be outstanding for purposes of computing the ownership percentage
of any other person. As of February 1, 2000, a total of 23,823,755 shares of
Common Stock were either outstanding or subject to options, warrants or
other convertible securities that are exercisable or that will become
exercisable within 60 days.
(3) The 1,511,500 shares reported by Lone Pine Capital LLC may be deemed to be
beneficially owned by Stephen F. Mandel, Jr., including (a) 277,864 shares
of Common Stock beneficially owned by Lone Pine Associates LLC, of which
(i) 48,052 shares of Common Stock are beneficially owned by Lone Spruce,
L.P. ("Lone Spruce"), (ii) 123,377 shares of Common Stock are beneficially
owned by Lone Balsam, L.P. ("Lone Balsam") and (iii) 106,435 shares of
Common Stock are beneficially owned by Lone Sequoia, L.P. ("Lone Sequoia")
and (b) 1,233,638 shares of Common Stock beneficially owned by Lone Pine
Capital LLC. Lone Pine Associates LLC is the general partner of Lone Spruce,
Lone Sequoia and Lone Balsam, and has the power to direct the affairs of
Lone Spruce, Lone Sequoia and Lone Balsam, including decisions respecting
the disposition of the proceeds from the sale of shares. Mr. Mandel is the
Managing Member of Lone Pine Associates LLC and in that capacity directs its
operations. Lone Cypress, a client of Lone Pine Capital LLC of which
Mr. Mandel is the Managing Member, has the power to direct the receipt of
dividends from or the proceeds of the sale of shares.
(4) The 1,392,460 shares beneficially owned by Bank of America Corporation
represent 1,392,460 shares which may be deemed to be beneficially owned by
NB Holdings Corporation, of which (a) 770,150 shares may be deemed to be
beneficially owned by BA Equity Investment Company, L.P., (b) 8,810 shares
may be deemed to be beneficially owned by BankAmerica Financial, Inc., of
which 8,810 shares may be deemed to be beneficially owned by Bank of America
Capital Corporation, (c) 62,500 shares may be deemed to be beneficially
owned by Bank of America, N.A., (c) 505,900 shares may be deemed to be
beneficially owned by TradeStreet Investment Associates, Inc, and
(d) 45,100 shares may be deemed to be beneficially owned by Chicago Equity
Partners. Bank of America Corporation is the direct or indirect parent of NB
Holdings Corporation, a holding corporation and a direct or indirect parent
of BA Equity Investment Company, L.P., BankAmerica Financial, Inc., Bank of
America Capital Corporation, Bank of America, N.A., TradeStreet
Investment Inc. and Chicago Equity Partners.
(5) The 1,271,929 shares beneficially owned by Chase Equity Associates, L.P. are
shares of non-voting Class B Common Stock, convertible under certain
circumstances into voting Common Stock.
(6) Includes 238,750 shares of Common Stock subject to options exercisable
within 60 days. Excludes (i) 188,750 shares subject to unvested options and
(ii) 89,000 shares held by irrevocable trusts for the benefit of members of
Mr. Nutt's immediate family of which Mr. Nutt is not a trustee, of which
shares Mr. Nutt disclaims beneficial ownership.
(7) Includes 225,625 shares of Common Stock subject to options exercisable
within 60 days. Excludes 164,375 shares subject to unvested options.
20
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(8) Includes 72,500 shares of Common Stock subject to options exercisable within
60 days. Excludes 217,500 shares subject to unvested options.
(9) Includes 100,125 shares of Common Stock subject to options exercisable
within 60 days. Excludes 137,875 shares subject to unvested options.
(10) Includes 80,625 shares of Common Stock subject to options exercisable with
60 days. Excludes 99,375 shares subject to unvested options.
(11) Includes 1,562 shares of Common Stock subject to options exercisable within
60 days. Excludes 13,438 shares subject to unvested options.
(12) Represents 1,562 shares of Common Stock subject to options exercisable
within 60 days. Excludes 13,438 shares subject to unvested options.
(13) Includes 27,129 shares of Arboretum LP, of which Mr. McLane serves as a
managing member of the general partner. Excludes 24,226 shares held by
irrevocable trusts for the benefit of members of Mr. McLane's immediate
family of which Mr. McLane is not a trustee, of which shares Mr. McLane
disclaims beneficial ownership.
(14) Includes 10,312 shares of Common Stock subject to options exercisable
within 60 days. Excludes 4,688 shares of Common Stock subject to unvested
options.
(15) Represents 1,271,929 shares of non-voting Class B Common Stock beneficially
owned by Chase Equity Associates, L.P., of which shares Mr. O'Connor
disclaims beneficial ownership.
(16) Represents 937 shares of Common Stock subject to options exercisable within
60 days. Excludes 14,063 shares subjected to unvested options.
(17) Represents 5,937 shares of Common Stock subject to options exercisable
within 60 days. Excludes 9,063 shares subject to unvested options.
(18) Includes 737,935 shares of Common Stock held by executive officers and
directors which are subject to vesting and repurchase in certain
circumstances.
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OTHER MATTERS
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act requires the Company's executive officers
and directors, and persons who own more than 10% of a registered class of the
Company's equity securities, to file reports of ownership and changes in
ownership with the SEC and the New York Stock Exchange. Officers, directors and
greater than 10% stockholders are required by SEC regulations to furnish the
Company copies of all Section 16(a) forms they file. To the Company's knowledge,
based solely on a review of the copies of such reports provided to the Company
and written representations from certain reporting persons that no other reports
were required during, or with respect to, 1999, all Section 16(a) filing
requirements applicable to its executive officers, directors and greater than
10% beneficial owners have been satisfied.
INDEPENDENT PUBLIC ACCOUNTANTS
The accounting firm of PricewaterhouseCoopers LLP served as the Company's
independent public accountants during 1999 and is expected to continue to do so
for fiscal year 2000. A representative of PricewaterhouseCoopers LLP is expected
to be present at the Annual Meeting, will be given an opportunity to make a
statement if he or she so desires and will be available to respond to
appropriate questions.
EXPENSES OF SOLICITATION
The cost of solicitation of proxies will be borne by the Company. In an
effort to have as large a representation at the Annual Meeting as possible,
special solicitation of proxies may, in certain instances, be made personally or
by telephone, telegraph or mail by one or more employees of the Company. The
Company also may reimburse brokers, banks, nominees and other fiduciaries for
postage and reasonable clerical expenses of forwarding the proxy materials to
their principals who are beneficial owners of Common Stock.
STOCKHOLDER PROPOSALS
Any stockholder proposals submitted pursuant to Exchange Act Rule 14a-8 and
intended to be presented at the Company's 2001 Annual Meeting of Stockholders
must be received by the Company at its principal executive office on or before
December 19, 2000 to be eligible for inclusion in the proxy statement and form
of proxy to be distributed by the Board of Directors in connection with such
meeting.
Any stockholder proposals (including recommendations of nominees for
election to the Board of Directors) intended to be presented at the Company's
2001 Annual Meeting of Stockholders, other than a stockholder proposal submitted
pursuant to Exchange Act Rule 14a-8, must be received in writing at the
principal executive office of the Company no later than March 6, 2001, nor prior
to January 21, 2001, together with all supporting documentation required by the
By-laws.
OTHER MATTERS
The Board of Directors does not know of any matters other than those
described in this Proxy Statement which will be presented for action at the
Annual Meeting. If other matters are presented, proxies will be voted in
accordance with the best judgment of the proxy holders.
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A COPY OF THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR 1999 (INCLUDING
FINANCIAL STATEMENTS AND SCHEDULES THERETO), WHICH WAS FILED WITH THE SECURITIES
AND EXCHANGE COMMISSION ON MARCH 30, 2000, WILL BE PROVIDED WITHOUT CHARGE TO
ANY PERSON TO WHOM THIS PROXY STATEMENT IS MAILED UPON THE WRITTEN REQUEST OF
ANY SUCH PERSON TO NATHANIEL DALTON, SENIOR VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY, AFFILIATED MANAGERS GROUP, INC., TWO INTERNATIONAL PLACE, 23RD FLOOR,
BOSTON, MASSACHUSETTS 02110.
REGARDLESS OF THE NUMBER OF SHARES YOU OWN, YOUR VOTE IS IMPORTANT TO THE
COMPANY. PLEASE COMPLETE, SIGN, DATE AND PROMPTLY RETURN THE ENCLOSED.
23
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EXHIBIT I
AFFILIATED MANAGERS GROUP, INC.
LONG-TERM EXECUTIVE INCENTIVE PLAN
1. PURPOSE. This Plan is intended to create incentives for certain
executive officers of the Company to allow the Company to attract and retain in
its employ persons who will contribute to the future success of the Company. It
is the intent of the Company that compensation payable under this Plan shall
qualify as performance-based compensation within the meaning of Section 162(m)
of the Code. It is further the intent of the Company that Awards made under this
Plan be used to achieve the twin goals of (i) aligning executive incentive
compensation with increases in stockholder value, and (ii) using deferred
incentive compensation as a tool to retain key employees. In furtherance of the
second goal, it is the intention of the Company that portions of each Award made
under this Plan be deferred and set aside in the Trust (or other funding
vehicle) for the benefit of the Participants hereunder. During the deferral
period, the deferred portions of each Award shall be subject to additional
time-based vesting. During the vesting period while the assets are held in
trust, the assets shall be invested by the trustee of the Trust (or other
funding vehicle) in Shares and other investment products managed by the
Company's Affiliates.
2. DEFINITIONS. Capitalized terms not otherwise defined herein shall have
the meanings set forth below:
(a) "AWARD" shall mean, for any Participant, that percentage of an
Incentive Pool granted by the Committee to the Participant pursuant to
Section 5.2.
(b) "BASE CASH NET INCOME" for any fiscal year shall mean the
Company's Cash Net Income, less the after-tax impact of Performance Fees.
(c) "BASE CASH EARNINGS PER SHARE" for any fiscal year shall mean
Base Cash Net Income, divided by the weighted average number of
outstanding Shares during the fiscal year.
(d) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(e) "COMMITTEE" shall mean those members of the Compensation
Committee of the Board of Directors of the Company who are "outside
directors" and "disinterested persons" as such terms are defined under
the Code, applicable regulations and Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended, respectively.
(f) "COMPANY" shall mean Affiliated Managers Group, Inc.
(g) "CASH NET INCOME" for any fiscal year shall mean the Company's
earnings after interest expense and income taxes, but before
depreciation, and amortization and extraordinary items, as determined in
accordance with generally accepted accounting principles for such fiscal
year.
(h) "EFFECTIVE DATE" shall mean January 1, 2000.
(i) "FISCAL YEAR" shall mean the fiscal year of the Company, which is
the calendar year.
(j) "INCENTIVE POOL" shall mean, with respect to any Performance
Period, the total amount available for Awards for such Performance Period
as determined in accordance with Section 6.1.
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(k) "PARTICIPANT" shall mean an executive officer designated by the
Committee pursuant to Section 4 to participate herein with respect to a
Performance Period.
(l) "PERFORMANCE FEES" for any fiscal year shall mean performance fee
revenues recognized by the Company that are determined by the Committee
to not be equivalent to asset-based fees due either to (i) the nature of
such fees or (ii) the nature of the applicable Affiliate.
(m) "PERFORMANCE MEASURE" for any Performance Period shall mean Base
Cash Earnings per Share meeting the target level set by the Committee for
such Performance Period.
(n) "PERFORMANCE PERIOD" shall mean each fiscal year of the Company.
(o) "PLAN" shall mean the Affiliated Managers Group, Inc. Long-Term
Executive Incentive Plan, as amended from time to time.
(p) "PRE-TAX CASH NET INCOME" for any fiscal year shall mean the
Company's Cash Net Income plus consolidated income tax expense for such
fiscal year.
(q) "SHARE" shall mean a share of the common stock, par value $.01
per share, of the Company.
(r) "STOCK OPTION PLAN" shall mean the Affiliated Managers
Group, Inc. 1997 Stock Option and Incentive Plan, as amended and
restated.
(s) "TRUST" shall mean the trust established pursuant to the trust
agreement dated December 31, 1999 between the Company and The Chase
Manhattan Bank, as trustee.
3. ADMINISTRATION. Subject to Section 15, the Committee shall have sole
discretionary power to interpret the provisions of this Plan, to administer and
make all decisions and exercise all rights of the Company with respect to this
Plan. The Committee shall have final authority to apply the provisions of the
Plan and determine, in its sole discretion, the amount of the Incentive Pool and
Awards to be paid or allocated to Participants hereunder and shall also have the
exclusive discretionary authority to make all other determinations (including,
without limitation, the interpretation and construction of the Plan and the
determination of relevant facts) regarding the entitlement to benefits hereunder
and the amount of benefits to be paid from the Plan. The Committee's exercise of
this discretionary authority shall at all times be in accordance with the terms
of the Plan and shall be entitled to deference upon review by any court, agency
or other entity empowered to review its decision, and shall be enforced provided
that it is not arbitrary, capricious or fraudulent.
4. ELIGIBILITY. For each Performance Period, the Committee in its
discretion shall select those executive officers who shall be Participants. The
selection of an individual to be a Participant in any one Performance Period
does not entitle the individual to be a Participant in any other Performance
Period.
5. PERFORMANCE MEASURE AND AWARDS
5.1 PERFORMANCE MEASURE. Within the first 90 days of a Performance Period,
the Committee shall establish the target amount of Base Cash Earnings per Share
and the formula for determining the size of the Incentive Pool for such
Performance Period, which target amount and formula shall be set forth in the
minutes of the meetings of the Committee. The size of the Incentive Pool shall
be determined by reference to growth in the Company's Pre-Tax Cash Net Income.
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5.2 GRANTING OF AWARDS. Within the period of time prescribed by
Section 162(m) of the Code and the regulations promulgated thereunder, the
Committee may grant to any Participant an Award representing a percentage of the
Incentive Pool to be determined for such Performance Period. In no event shall
Awards representing more than 100 percent of an Incentive Pool be granted to
Participants; nor shall the Award for any individual Participant exceed three
percent of the Company's Pre-Tax Cash Net Income. The Committee shall notify
each Participant of the grant of an Award in such manner as it shall deem
appropriate. The Award to each Participant shall be set forth in the minutes of
the meetings of the Committee.
5.3 NATURE OF AWARDS. The Awards granted under this Plan shall be used
solely as a device for the measurement and determination of certain compensation
to be paid to each Participant as provided herein. Awards shall not constitute
or be treated as property or as a trust fund of any kind or as capital stock of
the Company, stock options or other form of equity or security until they are
paid out in the form of cash or Shares.
6. VALUATION OF INCENTIVE POOL AND PAYMENTS.
6.1 VALUATION. If at the end of a Performance Period, the Performance
Measure for such Performance Period has been attained, the total value of the
Incentive Pool for the Performance Period shall be determined based upon the
formula adopted by the Committee for such Performance Period. The value of each
Participant's Award shall be equal to the percentage of the Incentive Pool
represented by such Award which has been allocated to him or her for the
Performance Period.
6.2 COMMITTEE CERTIFICATION. No Participant shall receive any cash or
Shares under this Plan unless the Committee has certified, by resolution or
other appropriate action in writing, that the amount of the Incentive Pool has
been accurately determined in accordance with the terms, conditions and limits
of the Plan and that the Performance Measure has in fact been satisfied. The
Committee shall have the discretion to reduce the size of the Incentive Pool or
the size of any individual Award, but the Committee may not, however, increase
the maximum amount permitted to be paid to any Participant under Section 5.2 of
this Plan, increase the size of any individual Award or authorize the payment of
cash or Shares under this Plan if the Performance Measure has not been
satisfied.
6.3 PAYMENTS TO PARTICIPANTS. Once the value of the Incentive Pool is
determined pursuant to Section 6.1 and certified by the Committee in accordance
with Section 6.2 and subject to the provisions of Section 10, a Participant
shall be paid his or her Award in cash or Shares. To the extent the Award is
payable in Shares, it shall be made from Shares reserved under the Stock Option
Plan. The conversion of dollar amounts into Shares will be made on the basis of
the market value of the Shares on the date of payment. Notwithstanding the
foregoing, the Committee reserves the right to defer payment of Awards to
Participants, subject to such terms and provisions as the Committee may
determine, including additional time-based vesting. During the deferral period,
the portion of the Awards that is not paid currently shall be set aside in the
Trust and the Participants shall receive appropriate credit for stock
appreciation, dividends and interest.
7. FORFEITURE. A Participant whose employment with the Company terminates
for any reason prior to the completion of the Performance Period and/or prior to
fulfilling the vesting requirements for his or her deferred Award hereunder
shall forfeit all rights to the Award which might otherwise have been granted to
him or her, or the deferred Award, as the case may be. The Committee may
allocate part or all of an Award forfeited prior to the completion of the
Performance Period to one or more executives not
I-3
<PAGE>
presently designated as Participants, including newly hired executives.
Forfeitures of Awards that occur after the end of the Performance Period will be
allocated to other participants in accordance with the terms of the plan
underlying the Trust.
8. AMENDMENT OR TERMINATION OF PLAN. The Company may amend or terminate
this Plan at any time or from time to time; PROVIDED, HOWEVER, that no such
amendment or termination shall, without the written consent of the Participants,
in any material adverse way affect the rights of a Participant with respect to
benefits earned prior to the date of amendment or termination.
9. LIMITATION OF COMPANY'S LIABILITY. Subject to its obligation to make
payments as provided for hereunder, neither the Company nor any person acting on
behalf of the Company shall be liable for any act performed or the failure to
perform any act with respect to this Plan, except in the event that there has
been a judicial determination of willful misconduct on the part of the Company
or such person. The Company is under no obligation to fund any of the payments
required to be made hereunder in advance of their actual payment or to establish
any reserves with respect to this Plan. Any benefits which become payable
hereunder shall be paid from the general assets of the Company. No Participant,
or his or her beneficiary or beneficiaries, shall have any right, other than the
right of an unsecured general creditor, against the Company in respect of the
benefits to be paid hereunder.
10. WITHHOLDING OF TAX. Anything to the contrary notwithstanding, all
payments required to be made by the Company hereunder shall be subject to the
withholding of such amounts as the Company reasonably may determine that it is
required to withhold pursuant to applicable federal, state or local law or
regulation. Withholding can be made in the form of Shares.
11. ASSIGNABILITY. Except as otherwise provided by law, no benefit
hereunder shall be assignable, or subject to alienation, garnishment, execution
or levy of any kind, and any attempt to cause any benefit to be so subject shall
be void.
12. NO CONTRACT FOR CONTINUING SERVICES. This Plan shall not be construed
as creating any contract for continued services between the Company and any
Participant and nothing herein contained shall give any Participant the right to
be retained as an employee of the Company.
13. GOVERNING LAW. This Plan shall be construed, administered, and
enforced in accordance with the laws of the Commonwealth of Massachusetts.
14. NON-EXCLUSIVITY. Subject to Section 15, the Plan does not limit the
authority of the Company, the Committee, or any subsidiary of the Company, to
grant awards or authorize any other compensation under any other plan or
authority, including, without limitation, awards or other compensation based on
the same Performance Measure used under the Plan. In addition, executives not
selected to participate in the Plan may participate in other plans of the
Company.
15. SECTION 162(M) CONDITIONS; BIFURCATION OF PLAN. It is the intent of
the Company that the Plan and Awards made hereunder satisfy and be interpreted
in a manner, that, in the case of Participants who are or may be persons whose
compensation is subject to Section 162(m), satisfies any applicable requirements
as performance-based compensation. Any provision, application or interpretation
of the Plan inconsistent with this intent to satisfy the standards in
Section 162(m) of the Code shall be disregarded. Notwithstanding anything to the
contrary in the Plan, the provisions of the Plan may at any time be bifurcated
by the Committee in any manner so that certain provisions of the Plan intended
(or required in order) to satisfy the applicable requirements of Section 162(m)
are applicable only to persons whose compensation is subject to Section 162(m).
I-4
<PAGE>
AFFILIATED MANAGERS GROUP, INC.
TWO INTERNATIONAL PLACE, 23RD FLOOR BOSTON, MASSACHUSETTS 02110
Proxy for Common Stock
P
R THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
O
X
Y The undersigned hereby appoints William J. Nutt, Sean M. Healey and
Nathaniel Dalton, and each of them, proxies with full power of substitution to
vote for and on behalf of the undersigned at the Annual Meeting of Stockholders
of Affiliated Managers Group, Inc. (the "Company"), to be held at the offices of
Goodwin, Procter & Hoar LLP at Exchange Place, 53 State Street, Boston,
Massachusetts 02109 on Thursday, May 25, 2000 at 9:00 a.m., Boston time, and at
any adjournments or postponements thereof, hereby granting full power and
authority to act on behalf of the undersigned at said meeting and any
adjournments or postponements thereof. The undersigned hereby revokes any proxy
previously given in connection with such meeting and acknowledges receipt of the
Notice of Annual Meeting of Stockholders and Proxy Statement and the 1999 Annual
Report to Stockholders.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO INSTRUCTION IS INDICATED, THE
UNDERSIGNED'S VOTE WILL BE CAST "FOR" EACH OF THE NOMINEES FOR DIRECTOR OF THE
COMPANY NAMED IN THE ACCOMPANYING PROXY STATEMENT, "FOR" THE LONG-TERM EXECUTIVE
INCENTIVE PLAN AND "FOR" THE PROPOSAL TO APPROVE THE AMENDMENT OF THE AMENDED
AND RESTATED CERTIFICATE OF INCORPORATION OF THE COMPANY. The undersigned's
votes will be cast in accordance with the proxies' discretion on such other
business as may properly come before the meeting or any adjournments or
postponements thereof. PLEASE SIGN AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
CONTINUED, AND TO BE SIGNED, ON REVERSE SIDE
<PAGE>
/X/ Please mark votes as in this example.
1. Proposal to elect Messrs. William J. Nutt, Richard E. Floor, Stephen J.
Lockwood, Harold J. Meyerman, John M.B. O'Connor and William F. Weld and
Dr. Rita M. Rodriguez as directors of the Company, each for a one-year term
to continue until the 2001 Annual Meeting of Stockholders and until the
successor of each is duly elected and qualified.
/ / FOR ALL / / WITHHELD / /______________________________
FROM ALL Withheld as to the nominees noted above
2. Proposal to approve a Long-Term Executive Incentive Plan which permits
incentive compensation awarded to certain executive officers of the
Company to be deductible by the Company under the Internal Revenue Code of
1986, as amended.
/ / FOR / / AGAINST / / ABSTAIN
3. Proposal to approve the amendment of the Amended and Restated Certificate
of Incorporation of the Company to increase the authorized number of
shares of voting Common Stock of the Company.
/ / FOR / / AGAINST / / ABSTAIN
For joint accounts, each owner should Signature:_________________Date _______
sign. Executors, administrators,
trustees, corporate officers and others Signature:_________________Date _______
acting in a representative capacity
should give full title or authority.
