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: October 15, 2001
LIBERTY FINANCIAL COMPANIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State of incorporation or organization)
1-13654 04-3260640
(Commission File Number) (I.R.S. Employer Identification No.)
600 Atlantic Avenue, Boston, Massachusetts 02210-2214
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (617) 772-6000
FORM 8-K
OF
LIBERTY FINANCIAL COMPANIES, INC.
ITEM 5. OTHER EVENTS
On October 15, 2001, Liberty Financial Companies, Inc., a Massachusetts
corporation (the "Company"), announced that it has commenced a cash tender offer
(the "offer") to purchase all of its outstanding 6.75% notes due November 15,
2008, and its 7.625% debentures due November 15, 2028. The notes and debentures
are collectively referred to as the "securities." The purchase price to be paid
for each $1,000 principal amount of the 6.75% notes will be based on a fixed
spread of 110 basis points over the yield of the 4.75% U.S. Treasury Notes due
November 25, 2008, less $20. The purchase price to be paid for each $1,000
principal amount of the 7.625% debentures is to be based on a fixed spread of
140 basis points over the yield of the 6.25% U.S. Treasury Bonds due May 15,
2030, less $20. Prices for the U.S. Treasury Notes and Bonds referred to above
are displayed only on the Bloomberg Government Pricing Monitor. The purchase
price for the securities is referred to as the "Tender Offer Consideration."
In connection with the offer, the Company is soliciting holders to consent
(the "consent solicitation") to certain amendments to the indenture pursuant to
which the securities were issued to eliminate substantially all the covenants of
the Company (other than the obligation to repay the securities) and related
event of default provisions contained in the indenture. The Company will offer
to pay each registered holder of securities who validly tenders securities or
who delivers a consent without tendering securities prior to 5:00 P.M., New York
City time on October 26, 2001 (the "Consent Date"), unless extended by the
Company, an amount in cash equal to $20 for each $1,000 principal amount of
securities held by a holder (the "Consent Payment").
The offer and consent solicitation are expected to remain open until 5:00
P.M. New York City time on November 9, 2001 (the "Tender Expiration"), unless
extended by the Company.
Each registered holder of securities has the following options in
connection with the offer:
o TENDER NOTES BY CONSENT DATE. Holders of securities that are validly
tendered and not withdrawn prior to the Consent Date will receive the
Consent Payment in addition to the Tender Offer Consideration for those
securities that are accepted for purchase.
o DELIVER CONSENT BY CONSENT DATE. Holders of securities who deliver consents
without tendering securities prior to the Consent Date will receive the
Consent Payment.
o TENDER NOTES AFTER CONSENT DATE BUT BY TENDER EXPIRATION. Holders of
securities that are validly tendered and not withdrawn prior to the Tender
Expiration will receive the Tender Offer Consideration for those securities
that are accepted for purchase.
o DELIVER CONSENTS WITHOUT TENDERING BY TENDER EXPIRATION. Holders of
securities that deliver consents without tendering securities prior to the
Tender Expiration but after the Consent Date will NOT receive the Consent
Payment.
o DECLINE TO VALIDLY TENDER OR CONSENT. Holders of securities in this
category will NOT be eligible to receive the Tender Offer Consideration or
the Consent Payment.
The Company's obligations in respect of the Offer to Purchase and Consent
Solicitation (the "Offer to Purchase") are conditioned upon the satisfaction of
the conditions set forth in the Offer to Purchase, including, without
limitation, the satisfactory closing of either the Sun Life sale transaction or
the Fleet sale transaction and receipt of proceeds of either such transaction by
5:00 P.M. New York City time on the date that is two business days prior to the
Tender Expiration, unless extended by the Company.
D.F. King & Co., Inc. is acting as information agent for the Offer to
Purchase. The depositary for the Offer to Purchase is State Street Bank and
Trust Company.
On October 15, 2001, the Company issued a press release regarding this
Offer to Purchase. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
This report, including the press release attached hereto, contains
statements that are not based on historical fact and are "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Words or phrases denoting the anticipated results of future events,
such as "anticipate," "believe," "estimate," "expects," "may," "not considered
likely," "are expected to," "will continue," "project," and similar expressions
that denote uncertainty are intended to identify such forward-looking
statements. Additionally, from time to time, the Company or its representatives
have made or may make oral or written forward-looking statements. Such
forward-looking statements may be included in various filings made by the
Company with the Securities and Exchange Commission, or in other press releases
or oral statements made by or with the approval of an authorized executive
officer of the Company. The Company's actual results, performance or
achievements could differ materially from the results expressed in, or implied
by, such forward-looking statements: (1) as a result of risks and uncertainties
identified in the Company's publicly filed reports; (2) as a result of factors
over which the Company has no control; and/or (3) if the factors on which the
Company's conclusions are based do not conform to the Company's expectations.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
Not Applicable.
(b) PRO FORMA FINANCIAL INFORMATION.
Not Applicable.
(c) Exhibits
EXHIBIT NO. EXHIBIT
99.1 Press Release of the Company, dated October 15, 2001.
SIGNATURES
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: October 15, 2001 By: /S/ J. ANDREW HILBERT
-----------------------------------
J. Andrew Hilbert
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
99.1 Press Release of the Company, dated October 15, 2001.