FILED PURSUANT TO RULE 424(b)(3) AND (c)
FILE NUMBER 333-62180
PROSPECTUS SUPPLEMENT
(TO PROSPECTUS DATED JUNE 18, 2001)
$251,000,000
AFFILIATED MANAGERS GROUP, INC.
LIQUID YIELD OPTION-TM- NOTES DUE 2021
(ZERO COUPON -- SENIOR)
AND
COMMON STOCK ISSUABLE UPON
CONVERSION OF THE LYONS
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This document supplements the Prospectus dated June 18, 2001 relating to the
resale by the holders of Liquid Yield Option-TM- Notes (Zero Coupon--Senior) due
2021 (the "LYONs") and the shares of common stock issuable upon conversion of
the LYONs.
This Prospectus Supplement is incorporated by reference into, and should be
read in conjunction with, the Prospectus dated June 18, 2001.
The following sets forth information about the principal amount at maturity
of LYONs and the underlying common stock beneficially owned by each selling
securityholder that may be offered using this Prospectus. All information
concerning beneficial ownership has been provided by the selling securityholders
and is as of May 3, 2002.
-TM-TRADEMARK OF MERRILL LYNCH & CO., INC.
ADDITIONAL SELLING SECURITYHOLDERS
The table below lists additional selling securityholders for the table on
page 37 of the Prospectus.
AGGREGATE PRINCIPAL SHARES OF
AMOUNT OF LYONS PERCENTAGE COMMON STOCK PERCENTAGE OF
AT MATURITY THAT OF LYONS THAT MAY BE COMMON STOCK
NAME MAY BE SOLD OUTSTANDING SOLD(1) OUTSTANDING(2)
---- ------------------- ----------- ------------ --------------
D.E. Shaw Investment Group, L.P.(3)....... $ 1,400,000 * 16,267 *
D.E. Shaw Valence Portfolios, L.P.(3)..... $ 5,600,000 2.2% 65,069 *
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* Less than 1%
(1) Assumes conversion of all of the holder's LYONs at a conversion rate of
11.6195 shares of common stock per $1,000 principal amount at maturity of
the LYONs. However, this conversion rate will be subject to adjustment as
described under "Description of LYONs--Conversion Right." As a result, the
amount of common stock issuable upon conversion of the LYONs may increase or
decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Securities Exchange Act of 1934,
as amended, using 22,136,869 shares of common stock outstanding as of
May 30, 2001. In calculating this amount, we treated as outstanding that
number of shares of common stock issuable upon conversion of all of that
particular holder's LYONs. However, we did not assume the conversion of any
other holder's LYONs.
(3) Although the total principal amount of selling securityholders listed is
more than $251,000,000, the maximum principal amount of LYONs that may be
sold under this prospectus will not exceed $251,000,000.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is May 6, 2002.
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