SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): June 4, 2001
LIBERTY FINANCIAL COMPANIES, INC.
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(Exact name of registrant as specified in its charter)
Massachusetts
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(State of incorporation or organization)
1-13654 04-3260640
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(Commission File Number) (I.R.S. Employer
Identification No.)
600 Atlantic Avenue, Boston, Massachusetts 02210-2214
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(Address of Principal Executive Office) (Zip Code)
Registrant's telephone number, including area code: (617) 722-6000
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ITEM 5. OTHER EVENTS.
On June 4, 2001, Liberty Financial Companies, Inc., a Massachusetts
corporation (the "Company"), and Liberty Financial Services, Inc., a
Massachusetts corporation and a wholly owned subsidiary of the Company ("LFS"),
entered into a Stock Purchase Agreement (the "Stock Purchase Agreement") with
Fleet National Bank, a national banking association ("Fleet"). Pursuant to the
Stock Purchase Agreement, the Company and LFS agreed to sell, and Fleet agreed
to purchase (the "Sale"), all of the issued and outstanding shares of capital
stock of certain direct and indirect subsidiaries of the Company and LFS
constituting the Company's asset management business for an aggregate purchase
price of approximately $900 million. The purchase price is subject to adjustment
in certain circumstances, as provided in the Stock Purchase Agreement. In
connection with the Sale, Fleet will also discharge approximately $110 million
in revolving debt incurred by a subsidiary of the Company to finance sales
commissions. The Sale is subject to certain conditions to closing, including
without limitation approvals of regulatory authorities, mutual fund trustees and
shareholders, and the Company's shareholders. Closing of the Sale is not
conditioned on the closing of the previously announced transaction to sell the
Company's annuity business to Sun Life Assurance Company of Canada ("Sun Life").
In connection with the execution of the Stock Purchase Agreement, Liberty Mutual
Insurance Company ("Liberty Mutual"), the Company's controlling stockholder,
entered into an agreement to vote in favor of the Sale. The foregoing
description of the Stock Purchase Agreement and the Sale is qualified in its
entirety by reference to the Stock Purchase Agreement, a copy of which is
included as Exhibit 99.1 to this report and is incorporated into this Item 5 by
reference.
On June 4, 2001, simultaneously with the signing of the Stock Purchase
Agreement, the Company entered into a merger agreement ("Merger Agreement") with
Liberty Mutual and a wholly owned subsidiary of Liberty Mutual ("Acquisition
Sub"). Pursuant to the Merger Agreement, Acquisition Sub will merge with and
into the Company, the Company will become a wholly owned subsidiary of Liberty
Mutual (the "Merger"), and the Company's public stockholders will receive a cash
amount currently estimated to be $33.44 per share. Such amount is subject to
adjustment in certain circumstances, including if the net after-tax proceeds of
the Sale and the Sun Life transaction, transaction costs, or the net after-tax
cost of settling corporate liabilities of the Company are different from those
currently estimated in the Merger Agreement. The completion of the Merger is
subject to certain conditions, including without limitation the receipt of all
necessary regulatory approvals, approval by the Company's stockholders and the
prior closing of each of the Sale and the Sun Life transaction. The foregoing
description of the Merger Agreement is qualified in its entirety by reference to
the Merger Agreement, a copy of which is included as Exhibit 99.2 to this report
and is incorporated into this Item 5 by reference.
On June 4, 2001, the Company issued a press release announcing the
signing of the Stock Purchase Agreement and the Merger Agreement.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit No. Description
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99.1 Stock Purchase Agreement
99.2 Merger Agreement
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LIBERTY FINANCIAL COMPANIES, INC.
Date: June 6, 2001 By: /s/ J. Andrew Hilbert
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J. Andrew Hilbert
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Stock Purchase Agreement
99.2 Merger Agreement