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 (I.R.S. employer identification no.)
incorporation or organization)
600 Atlantic Avenue, Boston, MA 02210-2214
(Address of principal executive offices) (Zip Code)
Liberty Financial Companies, Inc. Savings and Investment 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
=============================================================================================
Proposed Proposed
Title of securities Amount to be Maximum Maximum Amount of
to be registered Registered (1) Offering Price Aggregate Registration
Per Share (2) Offering Price (2) Fee
Common Stock,
$.01 par value (3)... 25,000 shares $33.4375(3) $835,937.50(3) $254
=============================================================================================
(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) 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 Registrants Common Stock on August 7, 1998, as reported by the
New York Stock Exchange, Inc.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the employee benefit plan
described herein.
EXPLANATORY NOTE
The Registration Statement has been prepared in accordance with the
requirements of Form S-8, as amended, and relates to 25,000 shares of Common
Stock, $.01 par value per share, of Liberty Financial Companies, Inc. (the
"Company") that have been reserved for issuance under the Company's Savings and
Investment Plan. In addition, pursuant to Rule 416(c) under the Securities Act
of 1933, as amended, this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to such plan.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents are hereby incorporated by reference in this
Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997.
(b) The Company's Report on Form 10-Q for the fiscal quarter ended March
31, 1998.
(c) The description of the Company's Common Stock incorporated by
reference into the Company's registration statement on Form 8-A filed with the
Commission on March 24, 1995 from the Company's registration statement on Form
S-4 (SEC File No. 33-88824) initially filed with the Commission on January27,
1995.
In addition, all documents filed by the Company or the Company's Savings
and Investment Plan after the initial filing date of this Registration Statement
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), and prior to the filing of a
post-effective amendment which indicates that all shares registered hereunder
have been sold or which de-registers all shares then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Officers and Directors
The Restated Articles of Organization of Liberty Financial Companies,
Inc. (the "Company") provide that no director of the Company shall be liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability (i) for any breach of the director's
duty of loyalty to the Company or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (ii) for approving a dividend, stock repurchases or other distributions
to stockholders that would result in personal liability to the directors under
Section 61 or Section 62 of Chapter 156B of the General Laws of Massachusetts or
(iv) for any transaction in which the director derived an improper personal
benefit.
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Section 67 of Chapter 156B of the General Laws of Massachusetts provides
that to the extent specified in or authorized by the articles of organization, a
by-law adopted by shareholders or a resolution adopted by the holders of the
majority of shares of stock entitled to vote on the election of directors, a
corporation can indemnify directors, officers and other employees or agents of
the corporation except as to any matter as to which such person shall have been
adjudicated in any proceeding not to have acted in good faith in the reasonable
belief that the action was in the best interests of the corporation. The
Company's Restated Articles of Organization generally require the Company to
indemnify directors and officers to the fullest extent permissible under
Massachusetts law. The Registration Rights Agreement dated as of March24, 1995
between the Company and Liberty Mutual Insurance Company ("Liberty Mutual")
provides for indemnification of Liberty Mutual and its directors, officers and
affiliates in certain circumstances. The Intercompany Agreement dated as of
March 24, 1995 between the Company and Liberty Mutual provides for
indemnification of Liberty Mutual against certain civil liabilities, including
liabilities under the Securities Act, relating to misstatements in or omissions
from this Registration Statement.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
4.1 Specimen Stock Certificate*
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.**
99.1 The Registrant's Savings and Investment Plan
- ------------------
*Incorporated by reference from the Registrant's Registration Statement on Form
S-4 (SEC File No.33-88824), initially filed with the Commission on January27,
1995.
**Incorporated by reference from the Registrant's Registration Statement on Form
S-3 (SEC File No. 333-20067), filed with the Commission dated January 21, 1997.
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Item 9. Undertakings
(a) The Company hereby undertakes:
(1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement;
(2) that, for the purpose of determining any liability under the
Securities Act of 1933, as amended (the "Securities Act"), each such
post-effective amendment shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in the Registration Statement shall be deemed to be a
new Registration Statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the
Company will, unless in the opinion of counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication
of such issue.
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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 August
12, 1998.
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 August 12, 1998 by the following
persons in the capacities indicated.
Name Capacity
- ---- --------
/s/ Kenneth R. Leibler* Chief Executive Officer, President (Principal
- --------------------------- Executive Officer) and Director
Kenneth R. Leibler
/s/ J. Andrew Hilbert Senior Vice President and Chief Financial Officer
- ---------------------------
J. Andrew Hilbert
/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/ Gary L. Countryman* Chairman and Director
- ---------------------------
Gary L. Countryman
/s/ Paul J. Darling, II* Director
- ---------------------------
Paul J. Darling, II
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/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
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
99.1 The Registrant's Savings and Investment Plan