8-K

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): November 2, 2004

Calamos Asset Management, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	0-51003	32-0122554
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

1111 E. Warrenville Road
Naperville, Illinois	60563
(Address of Principal Executive Offices)	(Zip Code)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 245-7200

Not Applicable

(Former Name and Former Address, if Changed Since Last Report)

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))

TABLE OF CONTENTS

DESCRIPTION OF AMENDED LLC AGREEMENT

Item 1.01. Entry into a Material Definitive Agreement.

     On November 2, 2004, Calamos Asset Management, Inc. (the “Company”), upon consummation of its initial public offering of 20,000,000 shares of its Class A common stock, applied a portion of the net proceeds from the initial public offering to purchase 3,000,000 newly issued membership units from Calamos Holdings LLC and the remaining net proceeds to purchase from Calamos Family Partners, Inc. an additional 17,000,000 membership units in Calamos Holdings LLC. In connection with its acquisition of these membership units, the Company executed the Second Amended and Restated Limited Liability Company Agreement of Calamos Holdings LLC, effective as of November 2, 2003, by and among Calamos Family Partners, Inc., John P. Calamos and the Company (the “Amended LLC Agreement”) and became the sole Manager of Calamos Holdings LLC.

     The Amended LLC Agreement was executed on terms and conditions substantially as described in the Company’s Registration Statement on Form S-1 (Registration No. 333-117847) (the “Registration Statement”). The description of the Amended LLC Agreement, which appears in the Registration Statement under the heading “Management — Governance Documents — Limited Liability Company Agreement of Calamos Holdings LLC,” is incorporated herein by reference and a copy of such description is included herewith as Exhibit 99.1.

     Calamos Family Partners, Inc. owns all outstanding shares of the Company’s Class B common stock. John P. Calamos, through his control of Calamos Family Partners, Inc., beneficially owns all outstanding shares of the Company’s Class B common stock and, therefore, has approximately 97.1% of the combined voting power of all outstanding shares of the Company’s common stock.

Item 9.01.	Financial Statements and Exhibits.
	(a)	Financial Statements of Businesses Acquired.
		None.
	(b)	Pro Forma Financial Information.
		None.
	(c)	Exhibits.
		99.1  Description of Amended LLC Agreement.

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SIGNATURES

     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.

	CALAMOS ASSET MANAGEMENT, INC.
Date: November 8, 2004	By:	/s/ James S. Hamman, Jr.
		James S. Hamman, Jr.
		Executive Vice President, General Counsel and Secretary

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EXHIBIT INDEX

99.1 Description of Amended LLC Agreement.

EX-99.1

Exhibit 99.1

Limited Liability Company Agreement of Calamos Holdings LLC

     In connection with the Reorganization, Calamos Family Partners, Inc., John P. Calamos and our company will enter into a limited liability company agreement, pursuant to which we will become the sole Manager of Calamos Holdings LLC. As the sole Manager of Calamos Holdings LLC, we will have unilateral control over all of the affairs and decision making of Calamos Holdings LLC. As such, we, through our officers and directors, will be responsible for all operational and administrative decisions of Calamos Holdings LLC and the day-to-day management of Calamos Holdings LLC’s business. Furthermore, we cannot be removed as the sole Manager of Calamos Holdings LLC without our approval.

     Pursuant to the limited liability company agreement, cash will be distributed to members, and profits and losses will be allocated among members, in accordance with their respective equity interests in Calamos Holdings LLC. Also pursuant to the limited liability company agreement transfers of membership units of Calamos Holdings LLC will be restricted. John P. Calamos and Calamos Family Partners, Inc. and its affiliates may transfer some or all of the membership units owned by it to (a) John P. Calamos, Nick P. Calamos and John P. Calamos, Jr., any of their immediate family members, any entity in which one or more of them owns a controlling interest of the outstanding voting securities, any trustee of a trust (or such trust) for the primary benefit of any of them, or the executor, administrator, guardian, conservator or trustee of the estate of any of them, if applicable (a “CFP Permitted Transferee”), (b) to us in exchange for Class A Common Stock in accordance with our amended and restated certificate of incorporation or (c), in the case of a trust referred to in clause (a) above, pursuant to the terms of the applicable trust agreement or pursuant to applicable law; provided, however, that the Manager of Calamos Holdings LLC is reasonably satisfied that the transfer will not cause Calamos Holdings LLC to qualify as a “publicly traded partnership,” as that term is defined in Section 7704 of the Internal Revenue Code; and provided further that Calamos Family Partners, Inc. will not be prohibited from transferring any of its membership interests in connection with a merger or consolidation or any transaction having the same effect approved in accordance with our bylaws.

     If beneficial ownership of membership units is transferred to any person that is not a CFP Permitted Transferee, the record holder of such membership units shall cease to exercise any rights or powers of a member, and such units shall not count towards the number of votes the record holder is entitled to exercise in the event such record holder held shares of Class B common stock; provided that such record holder shall continue to be entitled to the economic benefits associated with such membership units.

     The limited liability company agreement of Calamos Holdings LLC will provide that consent of all members will be required to:

• amend the limited liability company agreement,

• admit new members; provided, however, that no member may block the admission of a new person as a member following a merger or consolidation or any transaction having the same effect, or of any CFP Permitted Transferee,

• require additional capital contributions by any member, and

• voluntarily dissolve Calamos Holdings LLC.

     In addition to a voluntary dissolution, Calamos Holdings LLC will be dissolved upon, among other things, the bankruptcy of any member or upon the entry of a decree of judicial dissolution in accordance with Delaware law. Upon a dissolution event, the proceeds of liquidation will be distributed, first, to the payment of debts and liabilities, second, to the establishment of reserves necessary for any contingent liabilities and, third, to the members pro rata in accordance with the percentages of the respective positive balance of their respective capital accounts.