SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): March 20, 1998
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)
Item 2. Acquisition or Disposition of Assets
On March 20, 1998, Affiliated Managers Group, Inc. ("AMG") acquired a
68% interest in Essex Investment Management Company, LLC ("Essex"),
successor to Essex Investment Management Company, Inc. In the transaction, a
wholly-owned subsidiary of AMG merged into Essex Investment Company, Inc.
with AMG paying $69.6 million in a combination of cash and the assumption of
liabilities (all of which were satisfied at closing), and 1,750,942 shares of
AMG's newly designated Series C Non-Voting Convertible Stock (the "Series C
Stock"). Each share of Series C Stock will automatically convert into one
share of AMG's Common Stock, $.01 par value per share, on March 20, 1999, or
upon certain extraordinary events. Following the transaction, senior
executives at Essex own the remaining 32% interest in Essex.
This transaction will be accounted for under the purchase method of
accounting. AMG financed the cash portion of the purchase price out of
borrowings under AMG's existing $300 million revolving credit facility.
Essex is a Boston-based investment advisor which manages approximately
$4.6 billion for a variety of institutional and private clients. Founded in
1976 by Joseph C. McNay, Chairman and Chief Investment Officer, Essex
specializes in investing in growth equities and fixed income securities
employing a fundamental research-driven approach. As part of the transaction,
Mr. McNay, as well as Steven D. Cutler, President, and Steven R. Clark,
Executive Vice President, entered into ten (10) year employment contracts
with Essex.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired.
Audited balance sheets of Essex Investment Management Company, Inc. as of
November 30, 1997 and November 30, 1996 and audited statements of income and
cash flows for the three years ended November 30, 1997.
To be filed by amendment on or before June 3, 1998.
(b) Pro Forma Financial Statements.
Pro forma condensed balance sheet as of December 31, 1997, pro forma
condensed statements of income for the year then ended, and accompanying
explanatory notes.
To be filed by amendment on or before June 3, 1998.
(c) Exhibits.
Number Description
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2.7 Agreement and Plan of Reorganization, dated as of January 15, 1998, by
and among Affiliated Managers Group, Inc., Constitution Merger Sub,
Inc., Essex Investment Management Company, Inc. and certain
stockholders of Essex Investment Management Company, Inc. (1)
2.8 Amendment to Agreement and Plan of Reorganization dated March
19, 1998, by and among Affiliated Managers Group, Inc., Constitution
Merger Sub, Inc., Essex Investment Management Company, Inc. and
certain of the stockholders of Essex Investment Management Company,
Inc. (1)
10.15 Essex Investment Management Company, LLC Amended and Restated Limited
Liability Company Agreement dated March 20, 1998, by and among
Affiliated Managers Group, Inc. and the members identified therein.
(1)
10.16 Form of Employment Agreement. (1)
99.1 Press release, dated January 15, 1998 (filed for informational
purposes).
99.2 Press Release, dated March 20, 1998.
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(1) Incorporated by reference to the exhibit of that number in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997.
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/ Sean M. Healey
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Name: Sean M. Healey
Title: Executive Vice President
DATE: April 3, 1998
EXHIBIT INDEX
Number Description
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2.7 Agreement and Plan of Reorganization, dated as of January 15, 1998,
by and among Affiliated Managers Group, Inc., Constitution Merger
Sub, Inc., Essex Investment Management Company, Inc. and certain
stockholders of Essex Investment Management Company, Inc. (1)
2.8 Amendment to Agreement and Plan of Reorganization dated March
19, 1998, by and among Affiliated Managers Group, Inc.,
Constitution Merger Sub, Inc., Essex Investment Management Company,
Inc. and certain of the stockholders of Essex Investment Management
Company, Inc. (1)
10.14 Amended and Restated Limited Liability Company Agreement of Essex
Investment Management Company, LLC, dated March 20, 1998. (1)
10.15 Form of Employment Agreement. (1)
99.1 Press release, dated January 15, 1998 (filed for informational
purposes).
99.2 Press Release, dated March 20, 1998.
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(1) Incorporated by reference to the exhibit of that number in the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1997.