-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MzYZldJIXIcY7Xy2CdSXfpizbrfiBWl2BN/eEhKZDX0+B2teVnQqXumIyZrVwqVD gQ1dlLQEK1eqL78+xCNOgg== 0000936372-97-000002.txt : 19970602 0000936372-97-000002.hdr.sgml : 19970602 ACCESSION NUMBER: 0000936372-97-000002 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19970530 EFFECTIVENESS DATE: 19970530 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTY FINANCIAL COMPANIES INC /MA/ CENTRAL INDEX KEY: 0000936372 STANDARD INDUSTRIAL CLASSIFICATION: LIFE INSURANCE [6311] IRS NUMBER: 043260640 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-28073 FILM NUMBER: 97616719 BUSINESS ADDRESS: STREET 1: 600 ATLANTIC AVE 24TH FLOOR STREET 2: 24TH FL CITY: BOSTON STATE: MA ZIP: 02110-2214 BUSINESS PHONE: 6177226000 MAIL ADDRESS: STREET 1: 600 ATLANTIC AVENUE 24TH FLOOR STREET 2: 600 ATLANTIC AVENUE 24TH FLOOR CITY: BOSTON STATE: MA ZIP: 02210-2214 FORMER COMPANY: FORMER CONFORMED NAME: NEW LFC INC DATE OF NAME CHANGE: 19950130 S-8 1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 29, 1997. Registration No. 333-__________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- 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 =============================================================================== 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) =============================================================================== 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. ============================================================================== EXPLANATORY NOTE ============================================================================== 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 =========== New awards............................................... 550,500 Remaining balance.................................. (375,784) ___________ Additional shares to be registered................. 174,716 =========== 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. 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 ======================================================================== ======================================================================== 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 EX-5.1 2 OPINION 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. EX-23.2 3 CONSENT OF INDEPENDENT AUDITORS 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 EX-23.1 4 CONSENT OF INDEPENDENT ACCOUNTANTS 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 -----END PRIVACY-ENHANCED MESSAGE-----