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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1997
REGISTRATION STATEMENT NO.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AFFILIATED MANAGERS GROUP, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 6719 04-32-18510
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or organization) Classification Code Number) Identification No.)
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TWO INTERNATIONAL PLACE, 23RD FLOOR
BOSTON, MASSACHUSETTS 02110
(617) 747-3300
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive office)
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WILLIAM J. NUTT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
AFFILIATED MANAGERS GROUP, INC.
TWO INTERNATIONAL PLACE, 23RD FLOOR
BOSTON, MASSACHUSETTS 02110
(617) 747-3300
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
MARTIN CARMICHAEL III, P.C. DAVID B. HARMS, ESQ.
GOODWIN, PROCTER & HOAR LLP SULLIVAN & CROMWELL
Exchange Place 125 Broad Street
Boston, Massachusetts 02109 New York, New York 10004
(617) 570-1000 (212) 558-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the Registration Statement becomes effective.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [X] File No. 333-34679
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] ______________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED(1) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, $.01 par value............................... $17,537,500 $5,315
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(1) The shares of Common Stock are not being registered for the purpose of
offers or sales outside the United States.
(2) Includes shares of Common Stock which the Underwriters have the option to
purchase solely to cover overallotments, if any.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The contents of the Registration Statement filed by Affiliated Managers
Group, Inc. with the Securities and Exchange Commission (File No. 333-34679)
pursuant to the Securities Act of 1933, as amended, including the exhibits
thereto, are incorporated by reference into this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Boston, Commonwealth of
Massachusetts, on November 20, 1997.
AFFILIATED MANAGERS GROUP, INC.
By: /s/ WILLIAM J. NUTT
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WILLIAM J. NUTT
PRESIDENT, CHIEF EXECUTIVE OFFICER
AND CHAIRMAN OF THE BOARD OF
DIRECTORS
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE DATE
----------------------------------- ---------------------------------- -----------------
/s/ WILLIAM J. NUTT President, Chief Executive Officer November 20, 1997
----------------------------------- and Chairman of the Board of
WILLIAM J. NUTT Directors (Principal Executive
Officer)
* Senior Vice President (Principal November 20, 1997
----------------------------------- Financial Officer and Principal
BRIAN J. GIRVAN Accounting Officer)
* Director November 20, 1997
-----------------------------------
RICHARD E. FLOOR
* Director November 20, 1997
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ROGER B. KAFKER
* Director November 20, 1997
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P. ANDREWS MCLANE
* Director November 20, 1997
-----------------------------------
W.W. WALKER, JR.
Director November 20, 1997
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JOHN M.B. O'CONNOR
*By: /s/ NATHANIEL DALTON
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NATHANIEL DALTON, ATTORNEY-IN-FACT
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EXHIBIT INDEX
5.1 Opinion of Goodwin, Procter & Hoar LLP as to the legality of the securities
being offered
23.1 Consent of Counsel (included in Exhibit 5.1 hereto)
23.2 Consent of Coopers & Lybrand L.L.P. (Boston)
23.3 Consent of Coopers & Lybrand L.L.P. (Chicago)
23.4 Consent of Coopers & Lybrand L.L.P. (New York)
23.5 Consent of KPMG Peat Marwick LLP
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[GOODWIN, PROCTER AND HOAR LLP LETTERHEAD]
EXHIBIT 5.1
LEGALITY OPINION
November 20, 1997
Affiliated Managers Group, Inc.
Two International Place, 23rd Floor
Boston, Massachusetts 02110
Ladies and Gentlemen:
This opinion is furnished in connection with the filing by Affiliated
Managers Group, Inc., a Delaware corporation (the "Company"), with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
of a Registration Statement on Form S-1 (the "Registration Statement") relating
to 575,000 shares of common stock, par value $.01 per share (the "Common
Stock"), of the Company (the "Registered Shares"), including 75,000 shares
which the Underwriters (as defined below) have options to purchase solely for
the purpose of covering over-allotments. All of the Registered Shares are to be
sold by the Company to the several underwriters (the "Underwriters") for whom
Goldman, Sachs & Co., BT Alex. Brown Incorporated, Merrill Lynch, Pierce, Fenner
& Smith Incorporated and Schroder & Co. Inc. are acting as U.S. representatives
and Goldman Sachs International, BT Alex. Brown International (a division of
Bankers Trust International PLC), Merrill Lynch International and J. Henry
Schroder & Co. Limited are acting as international representatives pursuant to
underwriting agreements to be entered into between the Company and the
Underwriters (the "Underwriting Agreements").
In connection with rendering this opinion, we have examined the forms of
the proposed Underwriting Agreements; the Certificate of Incorporation and
By-laws of the Company, each as amended to date; such records of the corporate
proceedings of the Company as we deemed material; and such other certificates,
receipts, records and documents as we considered necessary for the purposes of
this opinion. In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to us as certified, photostatic or facsimile copies, the
authenticity of the originals of such copies and the authenticity of telephonic
confirmations of public officials and others. As to facts material to our
opinion, we have relied upon certificates or telephonic confirmations of public
officials and certificates, documents, statements and other information of the
Company or representatives or officers thereof.
We are attorneys admitted to practice in The Commonwealth of
Massachusetts. We express no opinion concerning the laws of any jurisdictions
other than the laws of the United
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Affiliated Managers Group, Inc.
November 20, 1997
Page 2
States of America and The Commonwealth of Massachusetts and the Delaware
General Corporation Law.
Based upon the foregoing, we are of the opinion that when the
Underwriting Agreements are completed (including the insertion therein of
pricing terms) and executed by the Company and the Underwriters, and the
Registered Shares are sold to the Underwriters and paid for pursuant to the
terms of the Underwriting Agreements, the Registered Shares will be duly
authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us with respect to this opinion
under the heading "Validity of Securities" in the Prospectus which is a part of
such Registration Statement.
Very truly yours,
/s/ Goodwin, Procter & Hoar LLP
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Goodwin, Procter & Hoar LLP
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1 of our
report dated April 26, 1997, except for Note 16 for which the date is October
27, 1997, on our audits of the financial statements of Affiliated Managers
Group, Inc. We also consent to the references to our firm under the captions
"Experts", "Summary Historical and Pro Forma and Financial Data" and "Selected
Historical Financial Data."
/s/ COOPERS & LYBRAND L.L.P.
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Coopers & Lybrand L.L.P.
Boston, Massachusetts
November 20, 1997
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EXHIBIT 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1 of
our reports dated August 8, 1997 and August 15, 1997, on our audits of the
financial statements of The Burridge Group Inc. and Gofen and Glossberg, Inc.,
respectively. We also consent to the references to our firm under the captions
"Experts", "Summary Historical and Pro Forma and Financial Data" and "Selected
Historical Financial Data".
/s/ COOPERS & LYBRAND L.L.P.
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Coopers & Lybrand L.L.P.
Chicago, Illinois
November 20, 1997
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EXHIBIT 23.4
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form S-1 of
our reports dated September 23, 1997, except for Note 9 for which the date is
October 9, 1997, and August 15, 1997, except for Note 9 for which the date is
September 30, 1997, on our audits of the financial statements of Tweedy, Browne
Company L.P. and GeoCapital Corporation. We also consent to the references to
our Firm under the captions "Experts", "Summary Historical and Pro Forma and
Financial Data" and "Selected Historical Financial Data".
/s/ COOPERS & LYBRAND L.L.P.
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Coopers & Lybrand L.L.P.
New York, New York
November 20, 1997
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EXHIBIT 23.5
ACCOUNTANTS' CONSENT
The Board of Directors
First Quadrant:
We consent to the use of our report included herein and to the reference to
our firm under the heading "Experts" in the Prospectus.
/s/ KPMG PEAT MARWICK LLP
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KPMG Peat Marwick LLP
Los Angeles, California
November 20, 1997
