Results of Operations and Financial Condition.

On January 14, 2008, the Company pre-announced its results of operations for the quarter and nine months ended December 31, 2007. That announcement contained a measure of the Company's earnings per share for the quarter excluding a charge of $0.16 per diluted share related to a reduction in the market value of Asset Backed Commercial Paper ("ABCP") held by certain money market funds managed by a Company subsidiary. This measure is not in accordance with generally accepted accounting principles; however, the Company provided it because the Company believes the measure will be useful to investors as it gives an indication of the core earnings of the Company for the quarter and because it facilitates the Company's comparison of its operating results with the results of other asset management firms that have not incurred similar charges. A copy of the related press release is attached hereto as Exhibit 99.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off- Balance Sheet Arrangement of a Registrant.

The information required by Item 2.03 is contained in Item 1.01 of this Report and is incorporated herein by reference.

Item 3.02

Unregistered Sales of Equity Securities.

The Notes, the underlying Common Stock issuable upon conversion of the Notes, the Warrants and the underlying Common Stock issuable upon exercise of the Warrants have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This Report does not constitute an offer to sell, or a solicitation of an offer to buy, any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

Additional information required by Item 3.02 pertaining to the Notes and the Warrants is contained in Item 1.01 of this Report and is incorporated herein by reference.

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Item 9.01