UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
Current
Report
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of Earliest Event Reported): April 15, 2010
Highbury
Financial Inc.
(Exact
name of Registrant as Specified in its Charter)
Commission File Number: 000-51682
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Delaware
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20-3187008
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(State
of Other Jurisdiction of
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(I.R.S.
Employer
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Incorporation
or Organization)
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Identification
No.)
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999
Eighteenth Street, Suite 3000
Denver,
CO 80202
(Address
of Principal Executive Offices, Including Zip Code)
(303)
357-4802
(Registrant’s
Telephone Number, Including Area Code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-
2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
2.01 Completion of Acquisition or Disposition of Assets.
On April
15, 2010, pursuant to the terms of an Agreement and Plan of Merger (the “Merger
Agreement”) by and among Highbury Financial Inc. (“Highbury”), Affiliated
Managers Group, Inc., a Delaware corporation publicly traded on the New York
Stock Exchange (“AMG”), Manor LLC, a newly formed Delaware limited liability
company and a wholly-owned subsidiary of AMG (“Merger Sub”), Highbury was
acquired by AMG via the merger of Highbury with and into Merger Sub (the
“Merger”), with the separate corporate existence of Highbury ceasing and Merger
Sub continuing as the surviving limited liability company under the name “Manor
LLC.”
Pursuant
to the Merger Agreement, the holders of shares of common stock, par value
$0.0001 per share, of Highbury (the “Highbury Common Stock”) will receive
1,748,879 shares of common stock, par value $0.01 per share (the “AMG Common
Stock”), in the aggregate as consideration in the Merger. At the
effective time and as a result of the Merger, each share of Highbury Common
Stock issued and outstanding immediately prior to the effective time of the
Merger, other than shares held by any Highbury stockholders who properly
exercised appraisal rights with respect thereto in accordance with Section 262
of the Delaware General Corporation Law and shares owned by Highbury as treasury
stock, was converted into the right to receive 0.075951794 shares of AMG Common
Stock, plus cash in lieu of any fractional shares, without interest, and less
any applicable withholding taxes (collectively, the “Merger
Consideration”).
The
foregoing summary does not purport to be complete and is qualified in its
entirety by reference to the full text of the Merger Agreement, which is
included as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
Item
3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
Trading
of Highbury Common Stock was suspended as of the close of trading on April 15,
2010. On April 14, 2010, Highbury notified the Financial Industry Regulatory
Authority (“FINRA”) and the Over-the-Counter Bulletin Board (“OTCBB”) of the
date of effectiveness of the Merger and its intent to voluntarily remove its
common stock from the OTCBB, where such stock traded under the symbol “HBRF.”
Highbury will file a Form 15 with the Securities and Exchange Commission (“SEC”)
to suspend its duty to file reports under Sections 13 and 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), and to
deregister its common stock under Section 12(g) of the Exchange Act.
Accordingly, the last day of trading of Highbury’s Common Stock on the OTCBB was
April 15, 2010.
Item
3.03 Material Modification to Rights of Security Holders.
Pursuant
to the Merger Agreement, at the effective time and as a result of the Merger, on
April 15, 2010, each share of common stock of Highbury (other than shares held
in Highbury’s treasury or shares held by stockholders who properly demanded
statutory appraisal rights) issued and outstanding immediately prior to the
effective time of the Merger was cancelled and automatically converted into the
right to receive the Merger Consideration.
See Item
2.01 of this Current Report on Form 8-K, which is incorporated herein by
reference.
Item
5.01 Changes in Control of Registrant.
See Items
2.01 and 3.03 of this Current Report on Form 8-K, which are incorporated herein
by reference.
Item
9.01 Financial Statements and Exhibits
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Exhibit
No.
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Description
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Exhibit
2.1
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Agreement
and Plan of Merger, dated as of December 12, 2009, among Affiliated
Managers Group, Inc., Manor LLC and Highbury Financial Inc., incorporated
by reference to Highbury Financial Inc.’s Current Report on Form 8-K filed
December 14, 2010.
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SIGNATURE(S)
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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HIGHBURY
FINANCIAL INC.
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By:
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/s/
R. Bradley Forth
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R.
Bradley Forth
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Executive
Vice President, Chief Financial Officer and
Secretary
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Date:
April 15, 2010
EXHIBIT
INDEX
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Exhibit
No.
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Description
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Exhibit
2.1
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Agreement
and Plan of Merger, dated as of December 12, 2009, among Affiliated
Managers Group, Inc., Manor LLC and Highbury Financial Inc., incorporated
by reference to Highbury Financial Inc.’s Current Report on Form 8-K filed
December 14, 2010.
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