FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FIRST ACCEPTANCE CORP /DE/ [ FAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/21/2004 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 05/21/2004 | X(2) | 35,482 | A | $4 | 12,919,408 | I | See Footnote.(1)(2)(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Subscription Rights (right to buy) | $4 | 05/21/2004 | J(2) | 35,482 | 05/21/2004 | 05/21/2004 | Common Stock | 35,482 | (3) | 35,482 | I | See Footnote.(1)(2)(4) | |||
Subscription Rights (right to buy) | $4 | 05/21/2004 | X(2) | 35,482 | 05/21/2004 | 05/21/2004 | Common Stock | 35,482 | (3) | 0 | I | See Footnote.(1)(2)(4) |
Explanation of Responses: |
1. On April 1, 2004, Liberte Investors Inc. ("Liberte") commenced a rights offering (the "Rights Offering") pursuant to which Liberte distributed pro rata to its stockholders subscription rights ("Rights") to purchase shares of common stock of Liberte at a purchase price of $4.00 per share. Ford Diamond Corporation is a general partner of Hunter's Glen/Ford, Ltd. ("HG/F"). |
2. On December 15, 2003, HG/F entered into a certain Backstop Agreement (the "Backstop Agreement") with Liberte, pursuant to which HG/F agreed to purchase all Rights that were not exercised by stockholders of Liberte upon expiration of the Rights Offering. As of May 21, 2004, completed and executed certificates representing 35,482 Rights (the "Backstop Rights") were not properly delivered to the subscription agent for the Rights Offering in accordance with the Notice of Guaranteed Delivery procedures for the Rights Offering. On May 21, 2004, pursuant to its obligations under the Backstop Agreement, HG/F acquired the Backstop Rights and exercised the Backstop Rights to acquire 35,482 shares of common stock at a purchase price of $4.00 per share. |
3. Not applicable. |
4. Ford Diamond Corporation expressly disclaims beneficial ownership of the securities reported herein, except to the extent of its pecuniary interest therein. |
/s/Gerald J. Ford, President of Ford Diamond Corporation | 05/24/2004 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |