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): October 31, 2001
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 October 31, 2001, Affiliated Managers Group, Inc. ("AMG") acquired a
majority equity interest in the business of Friess Associates, LLC and Friess
Associates of Delaware, LLC (collectively, "Friess Associates"). In the
transaction, AMG acquired 51% of Friess Associates for approximately $241.0
million, and agreed to acquire an additional 19% interest in three years from
the majority selling equity-holder (subject to certain conditions). The
remaining equity ownership of the firm is held by a broad group of Friess
Associates professionals.
Friess Associates is a growth equity investment management firm with
approximately $6.3 billion in assets under management at the time of AMG's
investment. The firm is the advisor to the Brandywine family of no-load
mutual funds, and also advises separate accounts for charitable foundations,
major corporations and high net worth individuals. Friess Associates employs
a fundamentally-driven approach to investing in growth equities, with a focus
on stocks that trade at reasonable price-to-earnings ratios. Friess
Associates was founded in 1974 and operates through offices in Delaware,
Wyoming and Arizona. Friess Associates' current management team, including
its founder, Foster Friess, Chief Investment Officer, Bill D'Alonzo, and
senior investment professionals Jon Fenn and John Ragard, have agreed to
continue to oversee the operations of the firm. Each of Messrs. Friess,
D'Alonzo, Fenn and Ragard have entered into long-term employment agreements
with the firm, and have entered into put option agreements (and related
make-whole bonus agreements) with AMG pursuant to which AMG may be required
to purchase their minority equity interests in Friess Associates.
AMG financed the transaction with working capital and borrowings under
its existing $330 million senior revolving credit facility.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired.
AMG will file the applicable financial statements within 60 days.
(b) Pro Forma Financial Statements.
AMG will file the applicable pro forma information within 60 days.
(c) Exhibits.
Number Description
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10.21 Purchase Agreement dated as of August 28, 2001 by and among the
Registrant, Friess Associates, Inc., Friess Associates of Delaware,
Inc., the Stockholders of Friess Associates, Inc., the Stockholders
of Friess Associates of Delaware, Inc., NCCF Support, Inc. and The
Community Foundation of Jackson Hole (excluding schedules and
exhibits, which the Registrant agrees to furnish supplementally to
the Commission upon request)
10.22 Management Owner Purchase Agreement dated as of August 28, 2001 by
and among the Registrant and the management owner parties thereto
(excluding schedules and exhibits, which the Registrant agrees to
furnish supplementally to the Commission upon request)
10.23 Employment Agreement dated August 28, 2001 by and among FA (WY)
Acquisition Company, Inc., Friess Associates, LLC and Foster S. Friess
10.24 Form of Employment Agreement dated August 28, 2001 by and among FA
(DE) Acquisition Company, LLC and Friess Associates of Delaware, LLC,
or FA (WY) Acquisition Company, Inc. and Friess Associates, LLC, and
each of Messrs. William F. D'Alonzo, Jon S. Fenn and John P. Ragard,
as applicable
10.25 Form of Put Option Agreement dated August 28, 2001 with respect to
Messrs. William F. D'Alonzo, Jon S. Fenn, Foster S. Friess and
John P. Ragard
10.26 Form of Make-Whole Bonus Agreement dated August 28, 2001 with respect
to Messrs. William F. D'Alonzo, Jon S. Fenn, Foster S. Friess and
John P. Ragard
10.27 Friess Associates, LLC Amended and Restated Limited Liability Company
Agreement dated as of August 28, 2001 by and among the persons
identified therein (excluding schedules and exhibits, which the
Registrant agrees to furnish supplementally to the Commission upon
request)
10.28 Friess Associates of Delaware, LLC Amended and Restated Limited
Liability Company Agreement dated as of August 28, 2001 by and among
the persons identified therein (excluding schedules and exhibits,
which the Registrant agrees to furnish supplementally to the
Commission upon request)
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
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Name: Darrell W. Crate
Title: Executive Vice President,
Chief Financial Officer
and Treasurer
DATE: November 15, 2001