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