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): October 31, 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On October 31, 2001, pursuant to a stock purchase agreement dated as of
May 2, 2001 (as amended, the "Sun Life Purchase Agreement") by and among Liberty
Financial Companies, Inc., a Massachusetts corporation (the "Company"), Liberty
Financial Services, Inc., a Massachusetts corporation and a wholly owned
subsidiary of the Company ("LFS"), and Sun Life Assurance Company of Canada, a
Canadian insurance corporation ("Sun Life"), the Company and LFS completed the
sale (the "Sun Life Sale") to Sun Life of 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 annuity and bank marketing
businesses. In consideration for the stock of such subsidiaries, Sun Life paid
an aggregate purchase price of approximately $1.7 billion in cash.
On November 1, 2001, pursuant to a stock purchase agreement dated as of
June 4, 2001 (the "Fleet Purchase Agreement") by and among the Company, LFS and
Fleet National Bank, a national banking association ("Fleet"), the Company and
LFS completed the sale (the "Fleet Sale") to Fleet of 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. In
consideration for the stock of such subsidiaries, Fleet paid an aggregate
purchase price of approximately $1.0 billion, consisting of approximately $900
million in cash and the assumption of approximately $110 million in revolving
debt incurred to finance sales commissions.
The consideration paid in each of the Sun Life Sale and the Fleet Sale
was determined through arms-length negotiations among the parties, as more
particularly described in the Company's proxy statement (the "Proxy Statement")
first mailed to its stockholders on October 10, 2001 in connection with a
special meeting of stockholders held on October 31, 2001 at which the Company's
stockholders considered and approved, among other things, the Sun Life Sale and
the Fleet Sale. The Proxy Statement contains a detailed description of the terms
of the Sun Life Sale and the Fleet Sale, including a description of any material
relationships between LFC and its officers and directors and each of Sun Life
and Fleet.
On November 1, 2001, the Company issued separate press releases
announcing the completion of the Sun Life Sale and the Fleet Sale.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
The unaudited pro forma financial information and the notes thereto
filed as part of this Current Report on Form 8-K is listed in the attached
Index to Exhibits. Such information should be read in conjunction with
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements of the Company and the
notes thereto included in the Company's Annual Report on Form 10-K/A for the
year ended December 31, 2000, filed with the Securities and Exchange
Commission. Such information is provided for informational purposes only and
is not necessarily indicative of the results of operations or
financial condition that would have been achieved had the Sun Life Sale and the
Fleet Sale actually occurred as of the dates indicated, or of the future results
of operations or financial condition of the Company. The pro forma adjustments
are based upon available information and certain assumptions that management of
the Company currently believes are reasonable in the circumstances.
The unaudited pro forma condensed consolidated balance sheet as of
September 30, 2001, attached hereto as Exhibit 99.1 and incorporated herein
by reference, gives effect to the Sun Life Sale and the Fleet Sale as if both
transactions occurred on September 30, 2001. The unaudited pro forma
condensed consolidated statements of operations for the year ended December
31, 2000 and the nine months ended September 30, 2001, attached hereto as
Exhibits 99.2 and 99.3, respectively, and incorporated herein by reference,
present the consolidated operating results of the Company as if the Sun Life
Sale and the Fleet Sale had occurred on January 1, 2000. The notes to the
unaudited pro forma condensed consolidated financial statements attached
hereto as Exhibit 99.4 are incorporated herein by reference.
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: November 8, 2001 By: /s/ J. Andrew Hilbert
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J. Andrew Hilbert
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
99.1 Liberty Financial Companies, Inc. Unaudited Pro Forma
Condensed Consolidated Balance Sheet - Sale of the
Annuity and Asset Management Businesses, September 30, 2001
99.2 Liberty Financial Companies, Inc. Unaudited Pro Forma
Condensed Consolidated Statement of the Operations - Sale
of the Annuity and Asset Management Businesses, Year Ended
December 31, 2000
99.3 Liberty Financial Companies, Inc. Unaudited Pro Forma
Condensed Consolidated Statement of Operations - Sale of
the Annuity and Asset Management Businesses, Nine Months
Ended September 30, 2001
99.4 Liberty Financial Companies, Inc. Notes to Unaudited Pro
Forma Condensed Consolidated Financial Statements for the
Sale of the Annuity and Asset Management Businesses