<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Liberty Financial Companies, Inc.
------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value per share
------------------------------------------------------
(Title of Class of Securities)
530512-102
----------------------
(CUSIP Number)
Christopher C. Mansfield
Liberty Mutual Insurance Company
175 Berkeley Street
Boston, Massachusetts 02117
------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
November 1, 2000
----------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box / /.
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 4 Pages
<PAGE>
SCHEDULE 13D
------------------------- ----------------------------------------
CUSIP No. 530512-102 Page 2 of 4 Pages
------------------------- ----------------------------------------
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSONS AND I.R.S. IDENTIFICATION NO.
OF ABOVE PERSONS (entities only)
Liberty Mutual Insurance Company
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / / (b) / /
Not Applicable
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
Not Applicable
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
The Commonwealth of Massachusetts
--------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 34,392,764 Shares
BENEFICIALLY -----------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON -----------------------------------
WITH 9 SOLE DISPOSITIVE POWER
34,392,764 Shares
-----------------------------------
10 SHARED DISPOSITIVE POWER
0
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,392,764 Shares
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* / /
Not Applicable
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Approximately 71.3%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IC
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
Page 2 of 4 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION.
On November 1, 2000, the Issuer issued a press release announcing the
retention of CS First Boston to help explore strategic alternatives, including
the possible sale of the Issuer. Liberty notes the Issuer's efforts as reflected
in the November 1, 2000 press release and currently has no plans or proposals
that would result in frustrating or impeding the Issuer's actions in connection
with the exploration of strategic alternatives. This Amendment No. 2 is being
filed to reflect Liberty's support of the Issuer's exploration of strategic
alternatives. However, Liberty makes no commitment at this time as to whether it
will support any particular strategic alternative that may be ultimately
proposed by the Issuer.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The aggregate number and percentage of shares of Common Stock of Liberty
Financial Companies, Inc. (the "Issuer") beneficially owned by Liberty
Mutual Insurance Company ("Liberty") are 34,392,764 and approximately 71.3%
of the issued and outstanding shares of Common Stock as disclosed in the
Form 10-Q filed by the Issuer with the Securities and Exchange Commission
on August 11, 2000.
(b) Liberty has the sole power to vote and dispose of 34,392,764 shares of
Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Currently, all of the Issuer's directors are also directors of Liberty.
Immediately prior to the acquisition of Wanger Management, L.P. by the
Issuer, certain affiliates of Liberty lent an aggregate of $200,000,000
(collectively, the "Wanger Acquisition Loan") to the Issuer, the proceeds of
which were used to fund a portion of the purchase price in the acquisition. The
Wanger Acquisition Loan was made pursuant to a Loan Agreement between the Issuer
and Liberty, as Agent for such affiliates dated as of September 28, 2000 (the
"Wanger Loan Agreement") and was evidenced by promissory notes (the "Wanger
Notes") in the aggregate principal amount of $200,000,000 bearing interest at
8.85% per annum, payable semiannually on each March 31 and September 30, except
for the note issued to Liberty Life Assurance Company of Boston, in the
principal amount of $20,000,000, which bears interest at 9.35% per annum.
Subject to acceleration upon certain events of default, the Wanger Notes are due
and payable on September 28, 2012, except for the note issued to Liberty Life
Assurance Company of Boston, which is due and payable on September 28, 2020. The
Wanger Loan Agreement imposes certain covenants on the Issuer, including,
without limitation, covenants with respect to limitations on liens on the stock
of certain subsidiaries of the Issuer and limitations on the issuance and
disposition of stock of certain subsidiaries of the Issuer. The foregoing
description is qualified in its entirety by reference to the Wanger Loan
Agreement and the Wanger Notes, which are exhibits hereto.
Page 3 of 4 Pages
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description
----------- -----------
10.25 Loan Agreement dated as of September 28, 2000 between
Liberty Financial Companies, Inc. and Liberty Mutual
Insurance Company, as Agent ("Wanger Loan Agreement")
10.26 Form of Promissory Note issued pursuant to the Wanger
Loan Agreement
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
LIBERTY MUTUAL
INSURANCE COMPANY
Dated: November 6, 2000 By: /s/ Christopher C. Mansfield
---------------------------------
Name: Christopher C. Mansfield
Title: Senior Vice President and
General Counsel
Page 4 of 4 Pages
