As filed with the Securities and Exchange Commission on May 29, 1997.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
LIBERTY FINANCIAL COMPANIES, INC.
(Exact name of registrant as specified in its charter)
Massachusetts 04-3260640
(State or other jurisdiction of incorporation (I.R.S. employer
or organization) identification no.)
600 Atlantic Avenue, Boston, MA 02210-2214
(Address of principal executive offices) (Zip Code)
Amended and Restated 1995 Stock Incentive Plan
(full title of the Plan)
John A. Benning, Esq.
Senior Vice President and General Counsel
Liberty Financial Companies, Inc.
600 Atlantic Avenue
Boston, MA 02210-2214
(Name and address of agent for service)
(617) 722-6000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Title of securities Amount to be Proposed Proposed Amount of
to be registered Registered Maximum Maximum Registration
(1)(2) Offering Aggregate Fee
Price Offering Price
Per Share (3)
(3)
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Common Stock,
$.01 par value..... 174,716 shares $44.25 $7,731,183.00 $2,343.00
===============================================================================
(1) Plus such additional number of shares as may be required pursuant to the
plans in the event of a stock dividend, split-up of shares,
recapitalization or other similar change in the Common Stock.
(2) Amount being registered relates to additional securities of the same class
as other securities for which a registration statement on this form
relating to an employee benefit plan is effective.
(3) Estimated solely for the purpose of calculating the registration fee, in
accordance with Rule 457(h)(1), on the basis of the last reported sale
price of the Registrant's Common Stock on May 27, 1997, as reported by the
New York Stock Exchange, Inc.
<PAGE>
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EXPLANATORY NOTE
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On March 27, 1997, the Registrant filed a Registration Statement on Form
S-8 (filed no. 33-90626), relating to 3,753,358 shares of Common Stock, $.01 par
value per share, then reserved for issuance under the Company's 1990 Stock
Option Plan, 1995 Stock Incentive Plan and 1995 Employee Stock Purchase Plan.
This Registration Statement was immediately effective when filed and remains
effective.
This Registration Statement is being filed in order to register additional
shares of the Registrant's Common Stock that may be issued under the
Registrant's 1995 Stock Incentive Plan, as amended. The form and contents of
this Registration Statement have been prepared in compliance with General
Instruction E to Form S-8. In accordance with said General Instruction E, the
contents of said earlier Registration Statement hereby are incorporated herein
by reference.
The amount of shares being registered hereunder, consisting only of such
additional shares, has been calculated as follows:
Shares originally registered............................. 3,753,358
Shares issued............................................ (565,455)
Open awards (potential issuances)........................ (2,812,119)
___________
Remaining balance........................................ 375,784
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New awards............................................... 550,500
Remaining balance.................................. (375,784)
___________
Additional shares to be registered................. 174,716
===========
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The following information is included herein pursuant to General
Instruction E to Form S-8:
Item 8. Exhibits.
5.1 Opinion of John A. Benning, Esquire as to the legality of
the shares being registered.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Ernst & Young LLP.
24.1 Power of Attorney.*
99.2 The Registrant's Amended and Restated 1995 Stock Incentive
Plan.**
- ------------------
*Incorporated by reference from the Registrant's Registration Statement on Form
S-4 (SEC File No. 333-20067), filed with the Commission on January 21, 1997.
** Incorporated by reference from Appendix A to the Registrant's definitive
Proxy Statement dated April 11, 1997, filed with the Commission on April 8,
1997.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Boston, The Commonwealth of Massachusetts on May 29,
1997.
Liberty Financial Companies, Inc.
(Registrant)
By: /s/ Kenneth R. Leibler*
Kenneth R. Leibler
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below on May 29, 1997 by the following
persons in the capacities indicated.
Name Capacity
/s/ Kenneth R. Leibler* Chief Executive Officer, President
Kenneth R. Leibler (Principal Executive Officer) and
Director
/s/ C. Allen Merritt, Jr. Executive Vice President and Treasurer
C. Allen Merritt, Jr.
/s/ J. Andrew Hilbert Senior Vice President and Chief
J. Andrew Hilbert Financial Officer
/s/ Gregory H. Adamian* Director
Gregory H. Adamian
/s/ Gerald E. Anderson* Director
Gerald E. Anderson
/s/ Michael J. Babcock* Director
Michael J. Babcock
/s/ Michael von Clemm* Director
Michael von Clemm
/s/ Harold W. Cogger* Director
Harold W. Cogger
/s/ Gary L. Countryman* Chairman and Director
Gary L. Countryman
/s/ Paul J. Darling, II* Director
Paul J. Darling, II
/s/ C. Herbert Emilson* Director
C. Herbert Emilson
/s/ David F. Figgins* Director
David F. Figgins
/s/ John B. Gray* Director
John B. Gray
Director
John P. Hamill
/s/ Marian L. Heard* Director
Marian L. Heard
/s/ Raymond H. Hefner, Jr.* Director
Raymond H. Hefner, Jr.
/s/ Edmund F. Kelly* Director
Edmund F. Kelly
/s/ Sabino Marinella* Director
Sabino Marinella
/s/ Ray B. Mundt* Director
Ray B. Mundt
/s/ Glenn P. Strehle* Director
Glenn P. Strehle
/s/ Stephen J. Sweeney* Director
Stephen J. Sweeney
*By: /s/ John A. Benning
John A. Benning
Attorney-in-Fact
<PAGE>
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INDEX TO EXHIBITS
Exhibit Number Page
5.1 Opinion of John A. Benning, Esquire as to the legality of the
shares
being registered
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of Ernst & Young LLP
Exhibit 5.1
May 29, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
This opinion is delivered to you in connection with the Registration
Statement (the "Registration Statement") on Form S-8 of Liberty Financial
Companies, Inc. (the "Company") being filed with the Securities and Exchange
Commission by the Company under the Securities Act of 1933, as amended (the
"Act"), for registration under the Act of 174,716 shares of the Company's Common
Stock, $.01 par value per share (the "Common Stock"), in connection with the
Company's Amended and Restated 1995 Stock Incentive Plan (the "Plan"). I am
Senior Vice President, General Counsel and Clerk of the Company, and have acted
as such General Counsel in rendering this opinion to you. I have made such
examination of law and have examined such certificates (including certificates
of public officials and of officers of the Company) as I have deemed necessary
for purposes of render this opinion.
Based upon and subject to the foregoing, I am of the opinion that the
shares of Common Stock to be issued by the Company pursuant to the Registration
Statement under the Plan have been validly authorized for issuance and will,
when issued in accordance with the terms of the Plan, as in effect on the date
hereof, and pursuant to resolutions duly adopted thereunder by the Company's
Compensation and Stock Option Committee against receipt of the specified
purchase price therefor, be legally issued, fully paid and non-assessable.
I understand that this opinion is to be used in connection with the
Registration Statement.
Very truly yours,
/s/ John A. Benning
John A. Benning
Senior Vice President
and General Counsel
JAB/mr
Enc.
Exhibit 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement on
Form S-8 pertaining to the Liberty Financial Companies, Inc. Amended and
Restated 1995 Stock Incentive Plan of our report dated February 5, 1997 with
respect to the 1996 consolidated financial statements incorporated by reference
in the Annual Report (Form 10-K) of Liberty Financial Companies, Inc. for the
year ended December 31, 1996 and the related financial statement schedules
included therein, filed with the Securities and Exchange Commission.
Ernst & Young LLP
Boston, Massachusetts
May 29, 1997
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Liberty Financial Companies, Inc.
We consent to the incorporation by reference in the registration statement on
Form S-8 of Liberty Financial Companies, Inc., pertaining to its Amended and
Restated 1995 Stock Incentive Plan, of our report dated February 16, 1996,
relating to the consolidated balance sheet of Liberty Financial Companies, Inc.
and subsidiaries as of December 31, 1995 and the related consolidated statements
of income, stockholders' equity and cash flows for each of the years in the
two-year period ended December 31, 1995 which report appears in the December 31,
1995 annual report on Form 10-K of Liberty Financial Companies, Inc.
KPMG Peat Marwick LLP
Boston, Massachusetts
May 29, 1997
