<PAGE>
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
-----------------------------------
Date of Report (Date of earliest event reported): January 18, 2000
AFFILIATED MANAGERS GROUP, INC.
(Exact name of Registrant as specified in charter)
Delaware 001-13459 043218510
(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
Two International Place, 23rd Floor, Boston, MA 02110
(Address of principal executive offices) (Zip Code)
(617) 747-3300
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
On January 18, 2000, Affiliated Managers Group, Inc. ("AMG") acquired an
approximately 70% equity interest in Frontier Capital Management Company, LLC
("Frontier"), with senior executives at Frontier owning the remaining
interest. This transaction will be accounted for under the purchase method of
accounting. AMG financed the purchase price out of borrowings under its
existing revolving credit facility.
Frontier is a Boston-based asset management company which managed
approximately $5.0 billion in assets at December 31, 1999. Frontier provides
investment services to a diverse client base including corporate, public and
multi-employer pension and profit sharing plans, foundations, endowments, and
high net worth individuals. The Frontier approach to asset management is a
highly disciplined stock selection process driven by intensive internal
research which targets companies with prospects for above-average earnings
growth over extended time periods. The firm offers seven investment
management products: small-cap growth equity, growth equity, capital
appreciation, mid-cap growth equity, large-cap growth equity, balanced, and
long/short investment partnerships. Frontier was founded in 1980 by the
firm's Chairman, J. David Wimberly, who, along with President Thomas W.
Duncan and Frontier's other management partners, will continue to run the
day-to-day operations of Frontier.
Item 7. Financial Statements, Pro Forma Information and Exhibits
(a) Financial Statements of Businesses Acquired.
Not required.
(b) Pro Forma Financial Statements
Not required.
(c) Exhibits
<TABLE>
<CAPTION>
Number Description
- ------ -----------
<S> <C>
99.1 Press Release, dated October 18, 1999 (filed for informational
purposes).
99.2 Press Release, dated January 18, 2000.
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AFFILIATED MANAGERS GROUP, INC.
By: /s/ Darrell W. Crate
---------------------------
Name: Darrell W. Crate
Title: Senior Vice President,
Chief Financial Officer
and Treasurer (and also
as Principal Financial and
Accounting Officer)
<PAGE>
Exhibit 99.1
[LETTERHEAD]
Contact: Darrell W. Crate, Chief Financial Officer
Affiliated Managers Group, Inc.
(617) 747-3300
J. David Wimberly, Chairman
or
Thomas W. Duncan, President
Frontier Capital Management Company, LLC
(617) 261-0777
AMG To Make Investment in Frontier Capital
Management Company
- --------------------------------------------------------------------------------
BOSTON, MA, OCTOBER 18, 1999 -- Affiliated Managers Group, Inc. (NYSE: AMG) and
Frontier Capital Management Company, LLC ("Frontier") announced today that they
have reached a definitive agreement for AMG to acquire a significant equity
investment in Frontier.
Frontier is a Boston-based investment adviser managing over $4 billion in growth
equities for institutional clients and high net worth individuals. AMG, also
based in Boston, is an asset management holding company which acquires majority
interests in mid-sized investment management firms while leaving substantial
equity ownership with management directly in their own firms. AMG's strategy is
to generate growth through investments in additional investment management
firms, as well as through the internal growth of its existing firms
("Affiliates"). AMG currently has 14 Affiliates which collectively manage
approximately $70 billion in assets, employing a range of investment styles.
"We are very pleased to welcome Frontier and its management team to AMG's family
of Affiliates," said William J. Nutt, AMG's Chairman and Chief Executive
Officer. "We are particularly impressed with Frontier's depth of talented
management, and the firm's numerous long-standing relationships with the clients
to whom they have provided superior investment performance. We also find
Frontier's record of introducing new products to complement its traditional
growth and small cap growth focus to be particularly appealing. Frontier now
offers seven growth products, all with strong track records of five years or
longer. This broad array of seasoned products offers many diverse avenues in
which Frontier can grow in the future."
J. David Wimberly, Frontier's Founder and Chairman, said, "In AMG, we have
chosen a partner that shares our commitment to providing ownership in our firm
for existing and future generations of management, and offers a solution to our
succession planning goals while preserving the Frontier culture." Thomas W.
Duncan, Frontier's President, added, "Our partnership with AMG maintains the
entrepreneurial incentives for our management team and provides a unique
combination of autonomy and assistance. We believe that this affiliation with
AMG serves the best interests of our clients and employees."
-MORE-
<PAGE>
AMG to Invest in Frontier Capital Management Company, LLC
Page 2 of 2
Following the transaction, AMG will own approximately a 70% interest with
Frontier management holding the remaining 30%. Frontier's operations will remain
unchanged and current management will continue to oversee the operations of
their firm. In addition, certain key employees of Frontier will sign long term
employment agreements with the firm.
Founded in 1980, Frontier provides investment services to a diverse client base
including public and private pension and profit sharing plans, foundations,
endowments, Taft-Hartley accounts, and high net worth individuals. Since 1994,
Frontier's assets under management have increased through a combination of
investment performance and net client cash flow at a compound annual growth rate
of 25%. The Frontier approach to asset management is a highly disciplined stock
selection process driven by intensive internal research which targets companies
with prospects for above-average earnings growth over extended time periods. The
firm offers seven investment management products: small-cap growth equity,
growth equity, capital appreciation, mid-cap growth equity, large-cap growth
equity, balanced, and long/short investment partnerships.
AMG addresses the succession and transition issues facing the principals of
growing mid-sized investment management firms. AMG's innovative transaction
structure allows individual members of each Affiliate's management to retain or
receive significant direct ownership in their firm while maintaining operating
autonomy. In addition, AMG provides centralized assistance to its Affiliates in
strategic matters, marketing, distribution, product development, and operations
support.
The transaction is expected to close upon receipt of customary approvals.
- --------------------------------------------------------------------------------
Certain matters discussed in this press release may constitute forward-looking
statements within the meaning of the federal securities laws. Actual results and
the timing of certain events could differ materially from those projected in or
contemplated by the forward-looking statements due to a number of factors,
including changes in the securities or financial markets or in general economic
conditions, the availability of equity and debt financing, competition for
acquisitions of interests in investment management firms, fulfillment of the
conditions to the closing of pending investments, and other risks detailed from
time to time in AMG's filings with the Securities and Exchange Commission.
Reference is hereby made to the "Cautionary Statements" set forth in AMG's Form
10-K for the year ended December 31, 1998.
FOR MORE INFORMATION ON AFFILIATED MANAGERS GROUP, INC.,
PLEASE VISIT AMG'S WEB SITE AT WWW.AMG-BOSTON.COM
# # #
<PAGE>
Exhibit 99.2
[LETTERHEAD]
Contact: Darrell W. Crate
Chief Financial Officer
Affiliated Managers Group, Inc.
(617) 747-3300
Contact: J. David Wimberly, Chairman
or
Thomas W. Duncan, President
Frontier Capital Management Company, LLC
(617) 261-0777
AMG COMPLETES ITS INVESTMENT IN FRONTIER CAPITAL MANAGEMENT
- --------------------------------------------------------------------------------
BOSTON, MA, JANUARY 18, 2000 - Affiliated Managers Group, Inc. (NYSE: AMG)
announced today that it has completed its previously announced investment in
Frontier Capital Management Company, LLC ("Frontier"). AMG is a Boston-based
holding company which acquires majority interests in mid-sized investment
management firms. AMG's strategy is to generate growth through investments in
new Affiliates, as well as through the internal growth of its existing
Affiliates.
Frontier is a Boston-based asset management company which managed approximately
$5.0 billion in assets at December 31, 1999. Frontier provides investment
services to a diverse client base including corporate, public and multi-employer
pension and profit sharing plans, foundations, endowments, and high net worth
individuals. The Frontier approach to asset management is a highly disciplined
stock selection process driven by intensive internal research which targets
companies with prospects for above-average earnings growth over extended time
periods. The firm offers seven investment management products: small-cap growth
equity, growth equity, capital appreciation, mid-cap growth equity, large-cap
growth equity, balanced, and long/short investment partnerships. Frontier was
founded in 1980 by the firm's Chairman, J. David Wimberly, who, along with
President Thomas W. Duncan and Frontier's other management partners, will
continue to run the day-to-day operations of Frontier.
AMG has made investments in 15 Affiliates, which collectively managed $74
billion in assets at September 30, 1999. AMG's investment structure allows
individual members of each Affiliate's management to retain or receive
significant direct ownership in their firm while maintaining operating autonomy.
In addition, AMG provides centralized assistance to its Affiliates in strategic
matters, marketing, distribution, product development, and operations support.
(MORE)
<PAGE>
AMG Completes Its Investment in Frontier Capital Management
Page 2 of 2
CERTAIN MATTERS DISCUSSED IN THIS PRESS RELEASE, WHICH ARE PREFACED WITH WORDS
OR PHRASES SUCH AS "VIEW," "WILL," "INTEND," "PLAN" OR SIMILAR WORDS OR PHRASES
MAY CONSTITUTE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF THE FEDERAL
SECURITIES LAWS. ACTUAL RESULTS AND THE TIMING OF CERTAIN EVENTS COULD DIFFER
MATERIALLY FROM THOSE PROJECTED IN OR CONTEMPLATED BY THE FORWARD-LOOKING
STATEMENTS DUE TO A NUMBER OF FACTORS, INCLUDING CHANGES IN THE SECURITIES OR
FINANCIAL MARKETS OR IN GENERAL ECONOMIC CONDITIONS, THE AVAILABILITY OF EQUITY
AND DEBT FINANCING, COMPETITION FOR ACQUISITIONS OF INTERESTS IN INVESTMENT
MANAGEMENT FIRMS, THE PERFORMANCE OF THE EXISTING OPERATIONS AT FRONTIER CAPITAL
MANAGEMENT COMPANY, LLC, AND OTHER RISKS DETAILED FROM TIME TO TIME IN AMG'S
FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION. REFERENCE IS HEREBY MADE TO
THE "CAUTIONARY STATEMENTS" SET FORTH IN THE COMPANY'S FORM 10-K FOR THE YEAR
ENDED DECEMBER 31, 1998.
###
FOR MORE INFORMATION ON AFFILIATED MANAGERS GROUP, INC.,
PLEASE VISIT AMG'S WEB SITE AT WWW.AMG.COM
