As filed with the Securities and Exchange Commission on May 29, 1997.
Registration No. 333-__________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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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)
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Common Stock,
$.01 par value..... 174,716 shares $44.25 $7,731,183.00 $2,343.00
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(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.
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EXPLANATORY NOTE
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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)
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Remaining balance........................................ 375,784
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New awards............................................... 550,500
Remaining balance.................................. (375,784)
___________
Additional shares to be registered................. 174,716
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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.**
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*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
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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