8-KShareholder MattersExhibits & Filings

AFFILIATED MANAGERS GROUP, INC. 8-K Report, Rights Modification (Feb 28, 2006)

Filed February 28, 2006For Securities:AMGMGRBMGRMGRDMGRE

Summary

Affiliated Managers Group, Inc. (AMG) filed an 8-K on February 28, 2006, reporting a material modification to the rights of security holders concerning their Liquid Yield Option Notes (LYONs) due May 7, 2021. The company entered into a First Supplemental Indenture that will result in the payment of cash interest on these LYONs for a specific period. Effective February 24, 2006, AMG will pay cash interest at an annual rate of 0.375% on the principal amount at maturity of the LYONs until May 7, 2008. These payments will be made in arrears on specific dates up to May 7, 2008, and are in addition to the original issue discount already accruing on the notes. Investors holding these LYONs should note this change in their interest payment structure and consult the provided tax considerations.

Key Highlights

  • 1AMG entered into a First Supplemental Indenture for its LYONs due May 7, 2021, on February 24, 2006.
  • 2The Supplemental Indenture introduces cash interest payments for the LYONs.
  • 3Cash interest will be paid at an annual rate of 0.375% of the principal at maturity.
  • 4This cash interest payment period runs from February 24, 2006, to May 7, 2008.
  • 5Cash interest payments will be made in arrears on specified dates up to May 7, 2008.
  • 6These cash interest payments are in addition to the original issue discount (OID) accrual on the LYONs.
  • 7The filing includes a description of federal income tax considerations for LYON holders related to this modification.

Frequently Asked Questions

The main purpose of this 8-K filing is to report a material modification to the rights of security holders, specifically concerning Affiliated Managers Group's (AMG) Liquid Yield Option Notes (LYONs) due May 7, 2021. AMG has entered into a Supplemental Indenture that introduces cash interest payments.

Yes, you will receive cash interest payments in addition to the original issue discount (OID) that is already accruing on your LYONs. The cash interest rate is 0.375% per annum of the principal amount at maturity, payable from February 24, 2006, to May 7, 2008.

Cash interest payments will be made in arrears on May 7, 2006, November 7, 2006, May 7, 2007, November 7, 2007, and May 7, 2008. These dates are fixed payment dates for the cash interest.

Yes, the filing notes that there are certain United States federal income tax considerations for holders of the LYONs in connection with the Supplemental Indenture. Investors are advised to review the document titled 'Certain United States Federal Income Tax Considerations' (Exhibit 99.1) for more details.