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): January 30, 2006

Calamos Asset Management, Inc.

(Exact Name of Registrant as Specified in Charter)

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

2020 Calamos Court
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

Press Release

 Press Release

Item 2.02. Results of Operations and Financial Condition.

     On January 30, 2006, Calamos Asset Management, Inc. (“Corporation”) issued a press release reporting results for the fourth quarter and full year of 2005. A copy of the press release issued by the Corporation is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits

99.1 Press release issued by the Corporation on January 30, 2006.

2

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: January 30, 2006	By:	/s/ James S. Hamman, Jr.
		James S. Hamman, Jr.
		Executive Vice President, General Counsel and Secretary

3

Exhibit Index

Exhibit Number	Description
99.1	Press release dated January 30, 2006 issued by the Corporation reporting results for the fourth quarter and full year of 2005.

EX-99.1

Exhibit 99.1

Calamos Asset Management, Inc. 2020 Calamos Court     Naperville, Illinois 60563     800.582.6959     www.calamos.com

FOR IMMEDIATE RELEASE	News Release
Contact:	Note: CLMS investor conference call
Maryellen Thielen	today at 5 p.m. ET at www.calamos.com
630-955-4830

Calamos Asset Management, Inc. Reports Strong Results for Fourth Quarter and
Full Year 2005, Ending Year with $43.8 Billion in Assets Under Management

• Fourth quarter 2005 diluted earnings per share were 35 cents, up 40 percent from pro forma diluted earnings per share of 25 cents for the fourth quarter 2004

• Diluted earnings per share were $1.26 for 2005, an increase of 59 percent from 2004 pro forma diluted earnings per share of 79 cents

• Net income was $8.2 million for the fourth quarter of 2005 and $29.2 million for the full year 2005

• The board declared a regular quarterly dividend of 9 cents per share, a 29 percent increase over the prior quarter

          NAPERVILLE, Ill., Jan. 30, 2006 — Calamos Asset Management, Inc. (Nasdaq: CLMS) reported strong results for the fourth quarter and full year 2005, reflecting asset growth due to $3.6 billion in net purchases and $2.2 billion in net market appreciation.

          Assets under management were $43.8 billion at Dec. 31, 2005, up 15 percent from $38.0 billion at year-end 2004. Revenues increased 24 percent to $113.5 million for the fourth quarter of 2005 from $91.4 million for the final three months of 2004. Operating income rose 35 percent to $55.0 million from $40.6 million a year ago. Operating margin was 48.5 percent for the fourth quarter of 2005, versus 44.4 percent for the same period a year ago.

          The company reported net income of $8.2 million for the fourth quarter of 2005, a 44 percent increase from pro forma net income of $5.7 million for the last three months of 2004. Diluted earnings per share increased 40 percent to 35 cents per share for the fourth quarter of 2005, versus pro forma diluted earnings per share of 25 cents for same period a year ago. Management believes that pro forma results provide a more meaningful basis for period-to-period comparisons of the company’s results. These pro forma results give effect to the company’s 2004 reorganization, including its initial public offering (IPO), as if it had occurred at the beginning of 2004.^{5, 6, 9}

          Also announced today, the board of directors approved a regular quarterly dividend of 9 cents per share, payable on Feb. 22, 2006 to shareholders of record on Feb. 7, 2006. This represents a 29 percent increase from the previous rate of 7 cents per share.

          “Our organic growth in assets and revenues benefited from continued diversification of our investment strategies and client base, such as the addition of two international portfolios

- more -

CALAMOS ASSET MANAGEMENT, INC.
PAGE 2

and a co-branding and investment management agreement in Europe,” said John P. Calamos, Sr., chairman and chief executive officer. “We plan continued growth through diversification in 2006. For example, we are working on wider distribution to institutional investors, as demonstrated by our 25 percent net increase in institutional assets under management in 2005.”

          For the full year 2005, Calamos Asset Management reported revenues of $417.6 million, up 34 percent from pro forma revenues of $312.0 million for 2004. Operating income climbed 55 percent to $206.1 million for 2005, versus pro forma operating income of $133.3 million for 2004. Operating margin was 49.4 percent for 2005, compared with pro forma operating margin of 42.7 percent for 2004. Net income was $29.2 million for 2005, a 61 percent increase from pro forma net income of $18.1 million for 2004. Diluted earnings per share rose 59 percent to $1.26 per share for 2005, compared with pro forma diluted earnings per share of 79 cents for 2004.

          At Dec. 31, 2005, the company had $31.9 billion in mutual funds and $11.9 billion in separate accounts, for a total of $43.8 billion in assets under management. Net assets rose 4 percent during the fourth quarter of 2005, due to $673 million in net purchases and $963 million in net market appreciation. Average assets under management were $42.6 billion for the fourth quarter of 2005, an increase of 20 percent from $35.4 billion for the same period of 2004.

          Highlights of 2005 included:

• Calamos Asset Management launched the open-end Calamos International Growth Fund, which invests a significant portion of its assets in foreign securities and totaled nearly $160 million in assets at year-end 2005.

• The firm introduced the Calamos Global Total Return Fund (NYSE: CGO), a closed-end fund that invests at least 30 percent of its managed assets in the securities of foreign issuers, seeking total return through a combination of capital appreciation and current income. The fund totaled $119 million at Dec. 31, 2005 and with a preferred stock offering in early January 2006, now totals approximately $180 million in assets.

• The firm re-opened its open-end Market Neutral Fund to new investments, broadened its mandate to include a covered call strategy and renamed it the Calamos Market Neutral Income Fund.

• As a result of the firm’s first fund distribution arrangement outside the United States, a Calamos co-branded fund grew to more than $350 million in assets invested by European institutions and individuals as of year-end 2005.

• Several third parties recognized the firm’s performance in 2005, including Forbes (#1 fund in the 2005 Mutual Funds Survey/Honor Roll, Sept. 19, 2005 issue) and Fortune (Investors’ Guide 2006/Star Funds, Dec. 12, 2005 issue).

• In March 2005, the firm’s operations department received “ISO 9001:2000” certification from the International Organization of Standardization (ISO). Management believes the firm is one of the first investment advisors to implement this standard within an investment operations group.

- more -

CALAMOS ASSET MANAGEMENT, INC.
PAGE 3

          Management will hold an investor conference call at 5 p.m. Eastern time on Monday, Jan. 30, 2006. To access the live call and view management’s presentation, click on the Investor Relations tab at www.calamos.com. Alternatively, participants may listen to the live call by dialing 800-374-2572 (706-679-3532 outside the U.S.). Management’s presentation and a replay of the call will be available until the end of the day on Feb. 6, 2006 by clicking on the Investor Relations tab at www.calamos.com. Until the end of the day on Feb. 6, 2006, an audio replay will be available by dialing 800-642-1687 (706-645-9291 outside the U.S.) and entering conference ID number 4155929.

          Calamos Asset Management, Inc. (Nasdaq: CLMS) is a diversified investment firm offering equity, high yield, convertible and alternative investment strategies through its subsidiaries. The firm serves institutions and individuals via separately managed accounts, open-end mutual funds and closed-end funds, offering a risk-managed approach to capital appreciation and income-producing strategies. For more information, visit www.calamos.com.

          From time to time, information or statements provided by Calamos Asset Management, Inc., including those within this news release, may contain certain forward-looking statements relating to future events, future financial performance, strategies, expectations and competitive environment, and regulations. Forward-looking statements are based on information available at the time those statements are made and/or management’s good faith belief as of that time with respect to future events, and are subject to risks and uncertainties that could cause actual performance or results to differ materially from those expressed in or suggested by the forward-looking statements. Such risks and uncertainties include, but are not limited to: loss of revenues due to contract terminations and redemptions, unavailability of third-party retail distribution channels, our ownership structure, fluctuations in the financial markets and the competitive conditions in the mutual fund, asset management and broader financial services sectors. For a discussion concerning these and other risks, uncertainties and other important factors that could affect future results, see “Forward-Looking Information” and, where applicable, “Business Risks” in the company’s annual and quarterly reports filed with the U.S. Securities and Exchange Commission.

          Investors should consider the investment objective and policies, risk considerations, charges and expenses of the Calamos Funds carefully before investing. The prospectus contains this and other information relevant to an investment in the Calamos Funds. For a prospectus, please contact your securities representative or Calamos Financial Services LLC, the Funds’ distributor, 2020 Calamos Court, Naperville, Illinois 60563, (800) 582-6959. Please read the prospectus carefully before you invest or send money.

- more -

CALAMOS ASSET MANAGEMENT, INC.
PAGE 4

Calamos Asset Management, Inc.
Unaudited Consolidated Condensed Statements of Income
(in thousands, except per share data)

									Combined
									Three
	Three Months			Oct. 1 to					Months
	Ended			Nov. 1, 2004			Nov. 2 to		Ended
	Dec. 31, 2005			(Predecessor)			Dec. 31, 2004		Dec. 31, 2004
Revenues:
Investment management fees	$	78,012		$	20,398		$	41,787	$	62,185
Distribution and underwriting fees		34,526			9,007			19,350		28,357
Other		950			226			633		859
Total revenues		113,488			29,631			61,770		91,401
Expenses:
Employee compensation and benefits		15,883			7,922			12,538		20,460
Distribution and underwriting expense		22,440			4,847			11,040		15,887
Amortization of deferred sales commissions		7,633			2,638			5,109		7,747
Marketing and sales promotion		3,970			964			2,228		3,192
General and administrative		8,536			882			2,622		3,504
Total expenses		58,462			17,253			33,537		50,790
Operating income		55,026			12,378			28,233		40,611
Total other income (expense), net		5,138	(1)		(450	)		1,017		567
Income before minority interest in Calamos Holdings LLC and income taxes		60,164			11,928			29,250		41,178
Minority interest		46,270			—			22,609		22,609
Income before income taxes		13,894			11,928			6,641		18,569
Income taxes		5,684			2			2,649		2,651
Net income	$	8,210		$	11,926		$	3,992	$	15,918
Earnings per share, basic	$	0.36		$	0.12		$	0.18
Weighted average shares outstanding, basic		23,000,100			96,800,000	(2)		22,700,100
Calculation of earnings per share, diluted, assuming exchange of membership units:
Income before minority interest in Calamos Holdings LLC and income taxes	$	60,164					$	29,250
Impact of income taxes (3)		24,613						11,668
Earnings available to common shareholders	$	35,551					$	17,582
Earnings per share, diluted	$	0.35		$	0.12		$	0.17
Weighted average shares outstanding, diluted (4)		100,699,343			96,800,000			100,491,409

- more -

CALAMOS ASSET MANAGEMENT, INC.
PAGE 5

Calamos Asset Management, Inc.
Unaudited Consolidated Condensed Statements of Income
(in thousands, except per share data)

	Three			Combined
	Months			Three Months
	Ended			Ended		Pro Forma			2004 as
	Dec. 31, 2005			Dec. 31, 2004		Adjustments			Adjusted
Revenues:
Investment management fees	$	78,012		$	62,185	$	—		$	62,185
Distribution and underwriting fees		34,526			28,357		—			28,357
Other		950			859		—			859
Total revenues		113,488			91,401		—			91,401
Expenses:
Employee compensation and benefits		15,883			20,460		—			20,460
Distribution and underwriting expense		22,440			15,887		—			15,887
Amortization of deferred sales commissions		7,633			7,747		—			7,747
Marketing and sales promotion		3,970			3,192		—			3,192
General and administrative		8,536			3,504					3,504
Total expenses		58,462			50,790		—			50,790
Operating income		55,026			40,611		—			40,611
Total other income (expense), net		5,138	(1)		567		—			567
Income before minority interest in Calamos Holdings LLC and income taxes		60,164			41,178		—			41,178
Minority interest		46,270			22,609		9,098	(5)		31,707
Income before income taxes		13,894			18,569		(9,098	)		9,471
Income taxes		5,684			2,651		1,126	(6)		3,777
Net income	$	8,210		$	15,918	$	(10,224	)	$	5,694
Earnings per share, basic	$	0.36							$	0.25
Weighted average shares outstanding, basic		23,000,100								23,000,100	(7)
Calculation of earnings per share, diluted, assuming exchange of membership units:
Income before minority interest in Calamos Holdings LLC and income taxes	$	60,164							$	41,178
Impact of income taxes (3)		24,613								16,426
Earnings available to common shareholders	$	35,551							$	24,752
Earnings per share, diluted	$	0.35							$	0.25
Weighted average shares outstanding, diluted (4)		100,699,343								100,320,519

- more -

CALAMOS ASSET MANAGEMENT, INC.
PAGE 6

Calamos Asset Management, Inc.
Unaudited Consolidated Condensed Statements of Income
(in thousands, except per share data)

				Jan. 1 to					Combined
	Year Ended			Nov. 1, 2004			Nov. 2 to		Year Ended
	Dec. 31, 2005			(Predecessor)			Dec. 31, 2004		Dec. 31, 2004
Revenues:
Investment management fees	$	284,951		$	168,938		$	41,787	$	210,725
Distribution and underwriting fees		129,250			79,578			19,350		98,928
Other		3,366			1,861			633		2,494
Total revenues		417,567			250,377			61,770		312,147
Expenses:
Employee compensation and benefits		61,029			53,170			12,538		65,708
Distribution and underwriting expense		79,446			39,517			11,040		50,557
Amortization of deferred sales commissions		31,431			24,315			5,109		29,424
Marketing and sales promotion		14,266			16,693			2,228		18,921
General and administrative		25,301			11,445			2,622		14,067
Total expenses		211,473			145,140			33,537		178,677
Operating income		206,094			105,237			28,233		133,470
Total other income (expense), net		5,761	(8)		(1,487	)		1,017		(470	)
Income before minority interest in Calamos Holdings LLC and income taxes		211,855			103,750			29,250		133,000
Minority interest		163,009			—			22,609		22,609
Income before income taxes		48,846			103,750			6,641		110,391
Income taxes		19,624			1,567			2,649		4,216
Net income	$	29,222		$	102,183		$	3,992	$	106,175
Earnings per share, basic	$	1.27		$	1.06		$	0.18
Weighted average shares outstanding, basic		23,000,100			96,800,000	(2)		22,700,100
Calculation of earnings per share, diluted, assuming exchange of membership units:
Income before minority interest in Calamos Holdings LLC and income taxes	$	211,855					$	29,250
Impact of income taxes (3)		85,102						11,668
Earnings available to common shareholders	$	126,753					$	17,582
Earnings per share, diluted	$	1.26		$	1.06		$	0.17
Weighted average shares outstanding, diluted (4)		100,625,824			96,800,000			100,491,409

- more -

CALAMOS ASSET MANAGEMENT, INC.
PAGE 7

Calamos Asset Management, Inc.
Unaudited Consolidated Condensed Statements of Income
(in thousands, except per share data)

				Combined Year Ended Dec. 31,
	Year Ended						Pro Forma			2004 as
	Dec. 31, 2005			2004			Adjustments			Adjusted
Revenues:
Investment management fees	$	284,951		$	210,725		$	—		$	210,725
Distribution and underwriting fees		129,250			98,928			—			98,928
Other		3,366			2,494			(157	)(9)		2,337
Total revenues		417,567			312,147			(157	)		311,990
Expenses:
Employee compensation and benefits		61,029			65,708			(123	)(9)		65,585
Distribution and underwriting expense		79,446			50,557			—			50,557
Amortization of deferred sales commissions		31,431			29,424			—			29,424
Marketing and sales promotion		14,266			18,921			—			18,921
General and administrative		25,301			14,067			115	(9)		14,182
Total expenses		211,473			178,677			(8	)		178,669
Operating income		206,094			133,470			(149	)		133,321
Total other income (expense), net		5,761	(8)		(470	)		(1,808	)(9)		(2,278	)
Income before minority interest in Calamos Holdings LLC and income taxes		211,855			133,000			(1,957	)		131,043
Minority interest		163,009			22,609			78,293	(5)		100,902
Income before income taxes		48,846			110,391			(80,250	)		30,141
Income taxes		19,624			4,216			7,805	(6)		12,021
Net income	$	29,222		$	106,175		$	(88,055	)	$	18,120
Earnings per share, basic	$	1.27								$	0.79
Weighted average shares outstanding, basic		23,000,100									23,000,100	(7)
Calculation of earnings per share, diluted, assuming exchange of membership units:
Income before minority interest in Calamos Holdings LLC and income taxes	$	211,855								$	131,043
Impact of income taxes (3)		85,102									52,273
Earnings available to common shareholders	$	126,753								$	78,770
Earnings per share, diluted	$	1.26								$	0.79
Weighted average shares outstanding, diluted (4)		100,625,824									100,080,642

- more -

CALAMOS ASSET MANAGEMENT, INC.
PAGE 8

Calamos Asset Management, Inc.
Assets Under Management
(in millions)

	Quarter Ended Dec. 31,					Change
	2005			2004		Amount			Percent
Mutual Funds
Beginning assets under management	$	30,476		$	23,105	$	7,371			32	%
Net purchases		799			1,706		(907	)		53
Market appreciation		623			2,140		(1,517	)		71
Ending assets under management		31,898			26,951		4,947			18
Average assets under management		30,904			24,890		6,014			24
Separate Accounts
Beginning assets under management		11,693			10,144		1,549			15
Net purchases		(126	)		177		(304	)		172
Market appreciation		341			703		(362	)		51
Ending assets under management		11,907			11,024		883			8
Average assets under management		11,675			10,502		1,173			11
Total Assets Under Management
Beginning assets under management		42,169			33,249		8,920			27
Net purchases		673			1,883		(1,211	)		64
Market appreciation		963			2,843		(1,879	)		66
Ending assets under management		43,805			37,975		5,830			15
Average assets under management	$	42,579		$	35,392	$	7,187			20	%

	At Dec. 31,				Change
	2005		2004		Amount			Percent
Mutual Funds
Open-end funds	$	25,957	$	20,921	$	5,036			24	%
Closed-end funds		5,941		6,030		(89	)		1
Total mutual funds		31,898		26,951		4,947			18
Separate Accounts
Institutional accounts		4,169		3,332		837			25
Managed accounts		6,899		7,091		(192	)		3
Private client accounts		748		527		221			42
Alternative investments		91		74		17			23
Total separate accounts		11,907		11,024		883			8
Ending assets under management	$	43,805	$	37,975	$	5,830			15	%

	At Dec. 31,				Change
	2005		2004		Amount			Percent
Assets by Strategy
Equity	$	23,747	$	17,072	$	6,675			39	%
Balanced		11,260		10,352		908			9
Convertible		5,662		7,035		(1,373	)		20
High Yield		2,783		2,837		(54	)		2
Alternative		353		679		(326	)		48
Ending assets under management	$	43,805	$	37,975	$	5,830			15	%

- more -

CALAMOS ASSET MANAGEMENT, INC.
PAGE 9

Calamos Asset Management, Inc.
Notes to Unaudited Consolidated Condensed Statements of Income

The unaudited consolidated condensed pro forma statements of income for Calamos Asset Management, Inc. for the three months and year ended Dec. 31, 2004 give effect to the reorganization described in the company’s Registration Statement on Form S-1 (File No. 333-117847) filed with the U.S. Securities and Exchange Commission (SEC). The reorganization includes (1) the Real Estate Distribution, whereby Calamos Family Partners, Inc. (formerly known as Calamos Holdings Inc.), distributed its interest in all of its owned real estate assets to its stockholders, who contributed those assets to a new limited liability company; (2) the Formation Transaction, whereby on Oct. 15, 2004, Calamos Family Partners, Inc. contributed all of its assets and liabilities, including, among other things, all equity interests in its wholly owned subsidiaries, to Calamos Holdings LLC in exchange for 96,800,000 of the membership units of Calamos Holdings LLC; and (3) the consummation of the company’s IPO and use of the net proceeds to acquire membership units in Calamos Holdings LLC. The pro forma statements give effect to the reorganization as if it had occurred at the beginning of 2004. The most significant pro forma adjustments relate to the minority interest of Calamos Family Partners, Inc. and to income taxes, as Calamos Family Partners, Inc. historically operated as an S corporation. Management believes that pro forma results provide a more meaningful basis for period-to-period comparisons of the company’s results. For more information, see the company’s Registration Statement on Form S-1 and its Annual Report on Form 10-K filed with the SEC.

On Nov. 2, 2004, the company became the sole manager of Calamos Holdings LLC and is now conducting the business previously conducted by Calamos Family Partners, Inc. Accordingly, the results for the three months and year ended Dec. 31, 2004 reflect the operations for Calamos Family Partners, Inc. and its subsidiaries, while the results for the three months and year ended Dec. 31, 2005 reflect the operations for Calamos Asset Management, Inc.

(1)	Includes $8.8 million of investment gains, partially offset by $1.7 million of minority interest related to the consolidation of the Calamos Equity Opportunities Fund LP and $2.0 million of interest expense for the three months ended Dec. 31, 2005.
(2)	Represents the contribution by Calamos Family Partners of all its assets and liabilities in exchange for 96.8 million membership units of Calamos Holdings LLC.
(3)	In calculating diluted earnings per share, the 2005 effective tax rates for the three months and year ended Dec. 31, 2005 of 40.9 percent and 40.2 percent, respectively, and the 2004 effective tax rate of 39.9 percent were applied to income before minority interest and income taxes.
(4)	Diluted shares outstanding for each period presented represent the weighted average Class A common stock after giving effect to the offering as of the beginning of 2004. The diluted shares outstanding are calculated: (a) including the effect of outstanding restricted stock unit and option awards and (b) assuming Calamos Family Partners, Inc. and John P. Calamos, Sr. exchanged all of their membership units in Calamos Holdings LLC for, and converted all outstanding shares of our Class B common stock into, shares of our Class A common stock, in each case on a one-for-one basis.
(5)	Represents an adjustment to increase Calamos Asset Management, Inc.’s minority interest allocation in Calamos Holdings LLC to 77.0 percent. Minority interest was determined by multiplying the income before minority interest in Calamos Holdings LLC and income taxes by Calamos Family Partners, Inc.’s and John P. Calamos, Sr.’s 77.0 percent aggregate ownership. The minority interest adjustment is presented based on the income for the periods presented.
(6)	Reflects the impact of federal and state income taxes on the income allocated from Calamos Holdings LLC to Calamos Asset Management, Inc. Historically, Calamos Family Partners, Inc. operated as an S corporation and was not subject to U.S. federal and certain state income taxes, but was subject to Illinois replacement taxes. The amount of pro forma adjustment was determined by eliminating the Illinois replacement tax and applying the combined projected federal corporate income tax rate and applicable state tax rates to income before income taxes.
(7)	Reflects 23.0 million shares of Class A common stock, which represents 23.0 percent of the outstanding shares after the offering. In addition to shares of Class A common stock, there are 100 shares of Class B common stock outstanding.
(8)	Includes $19.1 million of investment gains, partially offset by $8.1 million of interest expense and $5.2 million of minority interest related to the consolidation of the Calamos Equity Opportunities Fund LP for the year ended Dec. 31, 2005.
(9)	Represents the adjustment related to the Real Estate Distribution based on actual amounts recorded during the periods presented.

# # #