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
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(State or other jurisdiction of
incorporation or organization) (I.R.S. employer identification no.)
600 Atlantic Avenue, Boston, MA 02210-2214
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(Address of principal executive offices) (Zip Code)
Amended and Restated 1995 Stock Incentive Plan
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(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
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(Name and address of agent for service)
(617) 722-6000
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(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Title of securities Amount to be Proposed Proposed Amount of
to be registered Registered (1)(2) Maximum Maximum Registration
Offering Price Aggregate Offering Fee
Per Share (3) Price (3)
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value............. 666,710 shares $33.4375 $22,293,115.63 $6,756
====================================================================================================================
</TABLE>
(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 August 7, 1998, as
reported by the New York Stock Exchange, Inc.
<PAGE>
EXPLANATORY NOTE
On March 27, 1997, the Registrant filed a Registration Statement on
Form S-8 (file no. 33-90626), relating to 5,630,037 shares of Common Stock, $.01
par value per share (the "Common Stock"), then reserved for issuance under the
Company's 1990 Stock Option Plan, 1995 Stock Incentive Plan (as amended and in
effect from time to time, the "Stock Incentive Plan") and 1995 Employee Stock
Purchase Plan. On May 29, 1998, the Registrant filed a Registration Statement on
Form S-8 (file no. 333-28073), relating to 262,074 additional shares of Common
Stock then reserved for issuance under the Stock Incentive Plan. Each such
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
Stock Incentive Plan. 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 Statements 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 previously registered........................ 5,892,111
Shares issued.................................... (2,358,267)
Open awards (potential issuances)................ (3,455,829)
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Remaining balance................................... 78,015*
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New awards.......................................... 744,725**
Remaining balance.......................... (78,015)
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Additional shares to be registered......... 666,710
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The above share amounts are adjusted to reflect the Registrant's 3:2
stock split paid in the form of a 50% stock dividend effected December 10, 1997.
- -----------------
* Calculates as of July 31, 1998. Issuances following that date and before
the filing of this Registration Statement will not alter the remaining
balance.
** Include CEO Pool of shares which may be awarded by the Registrant's CEO
under duly delegated authority.
<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.**
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* Incorporated by reference from the Registrant's Registration Statement on
Form S-3 (SEC File No. 333-20067), initially 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.
II-1
<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 August
12, 1998.
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 August 12, 1998 by the following
persons in the capacities indicated.
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<CAPTION>
Name Capacity
- ---- --------
<S> <C>
/s/ Kenneth R. Leibler*
- ----------------------------- Chief Executive Officer, President (Principal
Kenneth R. Leibler Executive Officer) and Director
/s/ J. Andrew Hilbert Senior Vice President and Chief Financial Officer
- -----------------------------
J. Andrew Hilbert
/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/ Gary L. Countryman* Chairman and Director
- -----------------------------
Gary L. Countryman
/s/ Paul J. Darling, II* Director
- -----------------------------
Paul J. Darling, II
II-2
<PAGE>
/s/ David F. Figgins* Director
- -----------------------------
David F. Figgins
/s/ John B. Gray* Director
- -----------------------------
John B. Gray
Director
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John P. Hamill
/s/ Marian L. Heard* Director
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Marian L. Heard
/s/ Raymond H. Hefner, Jr.* Director
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Raymond H. Hefner, Jr.
/s/ Edmund F. Kelly* Director
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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
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John A. Benning
Attorney-in-Fact
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit Number
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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
August 12, 1998
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 666,710 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 rendering 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
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors
Liberty Financial Companies, Inc.
We consent to the use of our report, incorporated herein 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, dated February
16, 1996, relating to the consolidated statements of income, stockholders'
equity and cash flows of Liberty Financial Companies, Inc. and subsidiaries for
the year 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
August 12, 1998
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 3, 1998 with
respect to the 1996 and 1997 consolidated financial statements incorporated by
reference in the Annual Report (Form 10-K) of Liberty Financial Companies, Inc.
for each year in the two-year period ended December 31, 1997 and the related
financial statement schedules included therein, filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Boston, Massachusetts
August 12, 1998
