Attached files
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| EX-99.1 - HIGHBURY FINANCIAL INC | v181121_ex99-1.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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 13, 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
8.01 Other Events.
On April
13, 2010, the Board of Directors of Highbury Financial Inc. (“Highbury”)
declared a special cash dividend of $0.9977 per share of common stock
outstanding (the “Special Dividend”), as permitted by that certain Agreement and
Plan of Merger by and among 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”), and Highbury, pursuant to which Highbury will merge with and
into the Merger Sub (the “Merger”). The Special Dividend will be
payable immediately prior to the closing of the Merger, currently anticipated to
be April 15, 2010, to stockholders of record on April 14, 2010. The
following is a discussion of the tax treatment of the Special Dividend and this
discussion is general in nature, is not intended for any particular shareholder
and is not intended as tax advice. While the tax treatment of the
Special Dividend is complex and cannot be concluded with certainty at this time,
Highbury estimates that it will not have any current or accumulated earnings and
profits and that no amount of the Special Dividend should be taxable as a
dividend for federal income tax purposes. The Special Dividend,
therefore, should first be treated as a tax-free return of capital, causing a
reduction in the adjusted basis of such shareholder’s common stock, and the
balance in excess of such shareholder’s adjusted basis should be taxed as a gain
from the sale or exchange of property. Such gain should be capital
assuming the Highbury common stock is held as a capital asset. However, each shareholder is strongly
encouraged to consult its financial and tax advisors regarding the appropriate
treatment of the Special Dividend and the corresponding tax consequences that
may be relevant to such shareholder’s particular circumstances, because the tax
treatment is complex and uncertain at this time, and the actual current or
accumulated earnings and profits of Highbury could vary from Highbury’s current
estimate and such variance could result in significantly different and adverse
consequences to a particular shareholder.
A copy of
the Press Release issued by Highbury on April 14, 2010 announcing the
declaration of the Special Dividend is incorporated by reference herein and
attached hereto as Exhibit 99.1.
Item
9.01 Financial Statements and Exhibits
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Exhibit No.
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Description
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Exhibit
99.1
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Press
Release issued by Highbury Financial Inc., dated April 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 14, 2010
EXHIBIT
INDEX
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Exhibit No.
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Description
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Exhibit
99.1
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Press
Release issued by Highbury Financial Inc., dated April 14,
2010.
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