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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AFFILIATED MANAGERS GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 04-3218510
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(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER
IDENTIFICATION NO.)
600 HALE STREET
PRIDES CROSSING, MASSACHUSETTS 01965
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Income Prides The New York Stock Exchange
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box. [ X ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box. [ ]
SECURITIES ACT REGISTRATION STATEMENT FILE NUMBER TO WHICH THIS FORM RELATES:
333-74558 (IF APPLICABLE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
NONE
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(TITLE OF CLASS)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The description of the Income Prides (the "Prides") of
Affiliated Managers Group, Inc. (the "Company") to be
registered hereunder is incorporated herein by reference to
the description included under the captions "Description of
the Debt Securities" and "Description of the Stock Purchase
Contracts and the Stock Purchase Units" in the Registration
Statement on Form S-3 of the Company (Registration No.
333-74558) (as the same may be amended from time to time, the
"Registration Statement"). For purposes of such description,
any prospectus supplement relating to the Registration
Statement filed pursuant to Rule 424(b) under the Securities
Act of 1933, as amended, which purports to describe the Prides
shall be deemed to be incorporated herein by reference.
ITEM 2. EXHIBITS.
3.1 Amended and Restated Certificate of Incorporation
incorporated by reference to Affiliated Managers Group,
Inc.'s Registration Statement on Form S-1 (No.
333-34679), filed August 29, 1997, as amended.
3.2. Amended and Restated By-laws of Affiliated Managers
Group, Inc. incorporated by reference to Affiliated
Managers Group, Inc.'s Registration Statement on Form
S-1 (No. 333-34679), filed August 29, 1997, as amended.
4.1. Registration Statement on Form S-3 (Registration
Statement No. 333-74558) filed with the Securities and
Exchange Commission on December 5, 2001 by Affiliated
Mangers Group, Inc., is incorporated by reference.
4.2 Underwriting Agreement dated as of December 18, 2001
by and among Affiliated Managers Group, Inc.,
Merrill Lynch and Co. and Merrill Lynch, Pierce,
Fenner & Smith Incorporated as representative of the
several underwriters listed in the Schedule A thereto.
4.3 Form of Senior Indenture. Incorporated by reference
to Affiliated Managers Group, Inc.'s Registration
Statement on Form S-3 (No. 333-74588), filed with
the Securities and Exchange Commission on December
5, 2001.
4.4 Form of Supplemental Indenture.
4.5. Form of Purchase Contract Agreement.
4.6. Form of Pledge Agreement.
4.7 Form of Remarketing Agreement.
4.8. Specimen of Income Prides.
4.9. Specimen of Growth Prides.
4.10. Specimen of 6% Senior Note.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
AFFILIATED MANAGERS GROUP, INC.
Date: December 20, 2001 By: /s/ Darrell W. Crate
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Darrell W. Crate
Executive Vice President
and Chief Financial Officer