-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TIG0B9bdRS7p7V4HP+LZOpIGHzTXvGYFCj/7kPlkoBwz/XFCxqf+c5NyUW89gus8 v6nDY0ElwvHL/BQNwuJFiw== 0000891554-99-000354.txt : 19990218 0000891554-99-000354.hdr.sgml : 19990218 ACCESSION NUMBER: 0000891554-99-000354 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTE INVESTORS INC CENTRAL INDEX KEY: 0001017907 STANDARD INDUSTRIAL CLASSIFICATION: INVESTORS, NEC [6799] IRS NUMBER: 751328153 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: SEC FILE NUMBER: 001-12117 FILM NUMBER: 99544468 BUSINESS ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1365 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2148715935 MAIL ADDRESS: STREET 1: 200 CRESCENT COURT STREET 2: SUITE 1365 CITY: DALLAS STATE: TX ZIP: 75201 10-Q/A 1 FORM 10-Q/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A _X_ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Quarterly Period Ended December 31, 1998 OR __ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Transition Period From __________ To __________ Commission File Number 1-6802 Liberte Investors Inc. (Exact name of Registrant as specified in its Charter) Delaware 75-1328153 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 200 Crescent Court, Suite 1365 75201 Dallas, Texas (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code (214) 871-5935 - -------------------------------------------------------------------------------- (Former name, former address, and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES _X_ NO ___ APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. YES _X*_ NO ___ * The registrant's confirmed plan of reorganization under Chapter 11 of the Bankruptcy code did not provide for the distribution of securities. APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares outstanding of registrant's common stock, $.01 par value, as of the close of business on February 12, 1999: 20,256,097 shares. LIBERTE INVESTORS INC. FORM 10-Q/A FOR THE QUARTER ENDED DECEMBER 31, 1998 INDEX Page PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Consolidated Statements of Financial Condition December 31, 1998 and June 30, 1998 .............................. 3 Consolidated Statements of Operations Six Months Ended December 31, 1998 and 1997 ...................... 4 Consolidated Statements of Operations Three Months Ended December 31, 1998 and 1997 .................... 5 Consolidated Statements of Cash Flows Six Months Ended December 31, 1998 and 1997 ...................... 6 Notes to Consolidated Financial Statements ....................... 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ............................... 9 Item 3. Quantitative and Qualitative Disclosures About Market Risk ................................................ 12 PART II - OTHER INFORMATION Item 1. Legal Proceedings ................................................. 13 Item 2. Changes in Securities and Use of Proceeds ......................... 13 Item 3. Defaults upon Senior Securities ................................... 13 Item 4. Submission of Matters to a Vote of Security Holders ............... 13 Item 5. Other Information ................................................. 14 Item 6. Exhibits and Reports on Form 8-K .................................. 14 2 PART I - FINANCIAL INFORMATION Item 1. Financial Statements LIBERTE INVESTORS INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION (Unaudited) December 31, June 30, 1998 1998 ------------- ------------- Assets Unrestricted cash $ 55,604,910 $ 53,998,721 Restricted cash and cash equivalents 65,768 64,310 ------------- ------------- Total cash and cash equivalents 55,670,678 54,063,031 Foreclosed real estate held for sale 2,810,267 3,028,273 Accrued interest and other receivables 3,774 4,343 Other assets 82,905 438,951 ------------- ------------- Total assets $ 58,567,624 $ 57,534,598 ============= ============= Liabilities and Stockholders' Equity Liabilities-accrued and other liabilities $ 510,212 $ 507,356 Stockholders' Equity Common stock, $.01 par value, 50,000,000 shares authorized, 20,256,097 shares issued and outstanding 202,561 202,561 Additional paid-in capital 309,392,399 309,392,399 Accumulated deficit (251,537,548) (252,567,718) ------------- ------------- Total stockholders' equity 58,057,412 57,027,242 ------------- ------------- Commitments and contingencies Total liabilities and stockholders' equity $ 58,567,624 $ 57,534,598 ============= ============= See notes to consolidated financial statements. 3 LIBERTE INVESTORS INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Six Months Ended December 31, --------------------------- 1998 1997 ----------- ----------- Income Interest on deposits in banks $ 1,322,452 $ 1,364,077 Interest income on notes receivable -- 41 Gains on sales of foreclosed real estate 119,593 -- Other 11,939 29,139 ----------- ----------- Total income 1,453,984 1,393,257 ----------- ----------- Expenses Insurance 62,744 78,902 Compensation and employee benefits 51,166 37,333 Legal, audit and advisory fees 30,500 36,734 Franchise taxes 44,074 28,757 Foreclosed real estate operations 82,753 72,994 General and administrative 152,577 148,179 ----------- ----------- Total expenses 423,814 402,899 ----------- ----------- Net Income $ 1,030,170 $ 990,358 =========== =========== Basic net income per share of common stock $ 0.05 $ 0.05 =========== =========== Weighted average number of shares of common stock 20,256,097 20,256,097 =========== =========== See notes to consolidated financial statements. 4 LIBERTE INVESTORS INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) Three Months Ended December 31, --------------------------- 1998 1997 ----------- ----------- Income Interest on deposits in banks $ 634,031 $ 687,569 Interest income on notes receivable -- 10 Other -- 7,125 ----------- ----------- Total income 634,031 694,704 ----------- ----------- Expenses Insurance 31,400 39,259 Compensation and employee benefits 27,978 26,027 Legal, audit and advisory fees 12,750 12,346 Franchise taxes 21,747 15,076 Foreclosed real estate operations 47,378 17,367 General and administrative 69,620 79,792 ----------- ----------- Total expenses 210,873 189,867 ----------- ----------- Net Income $ 423,158 $ 504,837 =========== =========== Basic net income per share of common stock $ 0.02 $ 0.02 =========== =========== Weighted average number of shares of common stock 20,256,097 20,256,097 =========== =========== See notes to consolidated financial statements. 5 LIBERTE INVESTORS INC. AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Six Months Ended December 31, ---------------------------- 1998 1997 ------------ ------------ Cash flows from operating activities: Net income $ 1,030,170 $ 990,358 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 7,878 10,210 Amortization of discount on notes receivable -- (93) Decrease (increase) in accrued interest and other receivables 569 (568) Decrease in other assets 348,926 57,476 Increase in accrued and other liabilities 9,301 101,010 Gains from sales of foreclosed real estate (119,593) -- ------------ ------------ Net cash provided by operating activities 1,277,251 1,158,393 ------------ ------------ Cash flows from investing activities: Collections of notes receivable -- 1,341 Proceeds from sales of foreclosed real estate 331,154 -- Additions to fixed assets (758) (14,632) Increase in restricted cash investments (1,458) (1,593) ------------ ------------ Net cash provided by investing activities 328,938 (14,884) ------------ ------------ Net increase in unrestricted cash and cash equivalents 1,606,189 1,143,509 Unrestricted cash at beginning of period 53,998,721 52,474,290 ------------ ------------ Unrestricted cash at end of period $ 55,604,910 $ 53,617,799 ============ ============
See notes to consolidated financial statements. 6 LIBERTE INVESTORS INC. AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS DECEMBER 31, 1998 (Unaudited) Note A - Organization Liberte Investors Inc., a Delaware corporation (the "Company"), was organized in April 1996 in order to effect the reorganization of Liberte Investors, a Massachusetts business trust (the "Trust"). At a special meeting of the shareholders of the Trust held on August 15, 1996, (the "Special Meeting"), the Trust's shareholders approved a plan of reorganization whereby the Trust contributed its assets to the Company and received all of the Company's outstanding common stock, par value $.01 per share ("Shares" or "Common Stock"). The Trust then distributed to its shareholders in redemption of all outstanding shares of beneficial interest in the Trust (the "Beneficial Shares") the Shares of the Company. The Company assumed all of the Trust's assets and outstanding liabilities and obligations. Thereafter, the Trust was terminated. Note B - Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X and therefore do not include all of the information and footnotes necessary for a fair presentation of financial condition, results of operations, and cash flows in conformity with generally accepted accounting principles. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the six months ended December 31, 1998, are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 1999. The accompanying consolidated financial statements include the accounts of the Company and LNC Holdings, Inc., a wholly-owned subsidiary whose sole asset is approximately 40 acres of land located in Arlington, Texas. All intercompany balances and transactions have been eliminated. Note C - Foreclosed Real Estate Held For Sale At December 31, 1998, the Company held foreclosed real estate for sale in the form of undeveloped land. The December 31, 1998 carrying amount of these assets was approximately $2,810,000. The foreclosed real estate for sale consists of land totaling approximately 546 acres in San Antonio, Texas and approximately 40 acres in Arlington, Texas. In August 1998, the Company sold 56.6 acres of land in San Antonio, Texas to a single-family homebuilder for $339,600. A gain of approximately $117,000 was recognized as a result of this transaction. The buyer also has an option to purchase two additional tracts totaling 109 acres of land adjacent to the 56.6 acres and has made a $50,000 deposit to the Company for this option to purchase. The proceeds from the sale of the 56.6 acres were reduced by $186,000 to be used by the buyer to extend a road into the property and by $2,756 in property taxes paid by the purchaser. If the option to purchase the second tract is exercised, the aggregate sales price of the second tract of land will be increased by $186,000. This amount is treated as a non-cash transaction in the statement of cash flows. In September 1998, the Company sold 55 lots in Fontana, California to a single-family homebuilder for $229,000. The 55 lots were written-down by approximately $407,000 at June 30, 1998 to more accurately reflect the value of the lots based upon the selling price less costs to complete. A gain of approximately $2,000 7 was recognized as a result of this transaction. The proceeds from the sale of the 55 lots was reduced by $3,689 for property taxes paid by the purchaser, which is treated as a non-cash item in the statement of cash flows. Note D - Commitments and Contingencies The Company's wholly-owned subsidiary, LNC Holdings, Inc., owns approximately 40 acres of land located in Arlington, Texas which is encumbered by property tax liens totaling $1,114,000, including penalties and interest. There is no carrying value of the property due to the encumbrances. On April 16, 1997, LNC Holdings, Inc. received a notice of final judgment from the City of Arlington with regard to the delinquent taxes. On May 27, 1997, LNC Holdings, Inc. notified the City of Arlington that it would execute a deed without warranty to allow the taxing authorities to obtain title to the property. No response has yet been received. LNC Holdings, Inc. has accrued property taxes for calendar years 1998, 1997 and 1996 totaling $137,000. Management believes that resolution of the delinquent tax issue with the taxing authorities will not result in a material adverse impact on the consolidated financial statements. Cash and cash equivalents at December 31, 1998, included restricted cash of approximately $66,000 for claims due to bankruptcy. On June 30, 1997, the court issued an Administrative Closing Order and Final Decree with regard to the bankruptcy case. The claims remaining represent unclaimed dividend checks dated May 20, 1994. Any check not claimed will be voided after five years from the date of the check. The Company is involved in routine litigation incidental to its business, which, in the opinion of management, will not result in a material adverse impact on the Company's consolidated financial condition or results of operations. Note E - Federal Income Taxes Although the Company had taxable income for the six months ended December 31, 1998 and 1997, no tax liability has been recognized due to a reduction in the valuation allowance related to its net operating loss carryforwards. Based on current business activity, management believes it is more likely than not that the Company will not realize the benefits of the loss carryforwards. Therefore, a full valuation allowance has been established. In the event the Company expands its business operations through an acquisition, the ability to use the loss carryforwards may change. Note F - Concentrations of Credit Risk At June 30, 1998, the Company had certain concentrations of credit risk with three financial institutions in the form of cash which amounted to approximately $54 million. For purposes of evaluating credit risk, the stability of financial institutions conducting business with the Company is periodically reviewed. If the financial institutions failed to completely perform under the terms of the financial instruments, the exposure for credit loss would be the amount of the financial struments less amounts covered by regulatory insurance. Note G - Reclassifications Certain 1997 amounts have been reclassified to conform with 1998 classifications. 8 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General During the six months ended December 31, 1998, Liberte Investors Inc. continued to explore the potential acquisition of a viable operating company in order to increase value to existing stockholders and provide a new focus and direction for the Company. Although substantial efforts have been made in fiscal 1999 to identify quality acquisitions, the Company has not yet entered into any definitive acquisition agreements. Six Months Ended December 31, 1998 versus Six Months Ended December 31, 1997 Net income for the six months ended December 31, 1998 was $1,030,000 compared to net income of $990,000 for the same period in 1997. The change in operating results for the six months was due to various factors discussed below. Interest income related to interest-bearing deposits in banks decreased to $1,322,000 for the six months ended December 31, 1998 from $1,364,000 for the same period in 1997. This decrease is due to a decline in interest rates on the Company's interest-bearing deposits during the six months ended December 31, 1998 versus the six months ended December 31, 1997. Unrestricted cash increased from $53,618,000 at December 31, 1997 to $55,605,000 at December 31, 1998 primarily due to interest earned on the unrestricted cash accounts, proceeds from the sales of foreclosed real estate and the liquidation of 300,000 shares of Resurgence Properties, Inc. preferred stock. There was no interest income on notes receivable for the six months ended December 31, 1998 as compared to $41 for the same period in 1997. There were no outstanding balances on notes receivables at December 31, 1998. There were no gains on the sales of foreclosed real estate for the six months ended December 31, 1997 as compared to $120,000 for the six months ended December 31, 1998. The gains on sales of real estate represent proceeds received from the sale of foreclosed real estate in excess of its carrying value. The gains recognized for the six months ended December 31, 1998 are from the sale of 56.6 acres in San Antonio, Texas and from the sale of 55 lots in Fontana, California. Other income decreased to $12,000 for the six months ended December 31, 1998 as compared to $29,000 for the six months ended December 31, 1997. Other income for the six months ended December 31, 1997 and for the six months ended December 31, 1998 are primarily dividend payments received on RPI preferred stock. Such dividend payments for the six months ended December 31, 1998 decreased significantly as compared to the same period in 1997 due to the liquidation in August 1998 of the 300,000 shares of RPI preferred stock held by the Company. Insurance expense decreased to $63,000 for the six months ended December 31, 1998, as compared to $79,000 for the same period in 1997. The decrease is primarily due to decreased premiums related to Directors' and Officers' insurance. Compensation and employee benefits expense increased to $51,000 for the six months ended December 31, 1998 from $37,000 for the same period in 1997. The increase is due to the Company having just one employee for two months of the six months ended December 31, 1997. The Company had two employees for all of the six months ended December 31, 1998. Legal, audit and advisory fees were $31,000 for the six months ended December 31, 1998 as compared to $37,000 for the six months ended December 31, 1997. Legal expenses were lower for the six months ended December 31, 1998 as compared to the same period in 1997 due to the Company having sold 56.6 acres in 9 San Antonio, Texas and 55 lots in Fontana, California, with no sales contracts pending on the remaining foreclosed real estate. Franchise tax expense increased from $29,000 for the six months ended December 31, 1997 to $44,000 for the six months ended December 31, 1998. Franchise tax expense for the six months ended December 31, 1998 is higher due to an increase in Delaware and Texas franchise taxes as compared to the six months ended December 31, 1997. Foreclosed real estate operations expense increased from $73,000 for the six months ended December 31, 1997 to $83,000 for the same period in 1998. The increase is due to increased real estate consulting and maintenance expenses correlating to the sales of real estate for the six months ended December 31, 1998. General and administrative expense increased from $148,000 during the six months ended December 31, 1997 to $153,000 for the same period in 1998. The increase is attributed primarily to additional expense for the six months ended December 31, 1998 relating to the annual listing fee for the New York Stock Exchange. Three Months Ended December 31, 1998 versus Three Months Ended December 31, 1997 Net income for the three months ended December 31, 1998 was $423,000 compared to net income of $505,000 for the same period in 1997. The change in operating results for the three months was due to various factors discussed below. Interest income related to interest-bearing deposits in banks decreased to $634,000 for the three months ended December 31, 1998 from $688,000 for the same period in 1997. This decrease is due to a decline in interest rates on the Company's interest-bearing deposits during the three months ended December 31, 1998 versus the three months ended December 31, 1997. Unrestricted cash increased from $53,618,000 at December 31, 1997 to $55,605,000 at December 31, 1998 primarily due to interest earned on the unrestricted cash accounts, proceeds from the sales of foreclosed real estate and the liquidation of 300,000 shares of Resurgence Properties, Inc. preferred stock. There was no interest income on notes receivable for the three months ended December 31, 1998 as compared to $10 for the same period in 1997. There were no outstanding balances on notes receivables as of December 31, 1998. Other income for the three months ended December 31, 1997 was $7,000, which was a dividend payment received on RPI preferred stock. No dividend payments on RPI preferred stock were received for the three months ended December 31, 1998 due to the liquidation of the 300,000 shares of RPI preferred stock in August 1998. Insurance expense decreased to $31,000 for the three months ended December 31, 1998, as compared to $39,000 for the same period in 1997. The decrease is primarily due to decreased premiums related to Directors' and Officers' insurance. Compensation and employee benefits expense increased to $28,000 for the three months ended December 31, 1998 from $26,000 for the same period in 1997. The increase is due to an increase in employees' salaries due to yearly adjustments. Legal, audit and advisory fees were $13,000 for the three months ended December 31, 1998 as compared to $12,000 for the three months ended December 31, 1997. Legal expenses are primarily related to the review of contracts relating to the sale of foreclosed real estate owned by the Company. Franchise tax expense increased from $15,000 for the three months ended December 31, 1997 to $22,000 for the three months ended December 31, 1998. Franchise tax expense for the three months ended December 10 31, 1998 is higher due to an increase in Delaware and Texas franchise taxes as compared to the three months ended December 31, 1997. Foreclosed real estate operations expense increased from $17,000 for the three months ended December 31, 1997 to $47,000 for the same period in 1998. The increase is due to a reduction in property tax expense for the period ended December 31, 1997 due to property tax refunds resulting from reduced appraised values for 1995 and 1996 property values of land owned in San Antonio, Texas. General and administrative expense decreased from $80,000 during the three months ended December 31, 1997 to $70,000 for the same period in 1998. The decrease is attributed primarily to spending less on most general and administrative expenses for the three months ended December 31, 1998 as compared to spending on general and administrative expenses for the three months ended December 31, 1997. Liquidity and Capital Resources The Company's principal funding requirements are operating expenses, including legal, audit, and advisory expenses expected to be incurred in connection with evaluation of potential acquisition candidates and other strategic opportunities. The Company anticipates that its primary sources of funding operating expenses are proceeds from the sale of foreclosed real estate, interest income on cash and cash equivalents, and cash on hand. Statements contained in this Quarterly Report on Form 10-Q which are not historical facts are forward-looking statements. In addition, the Company, through its senior management, from time to time makes forward-looking public statements concerning its expected future operations and performance, including its ability to acquire businesses in the future, and other developments. Such forward-looking statements are necessarily estimates reflecting the Company's best judgment based upon current information, involve a number of risks and uncertainties, and there can be no assurance that other factors will not affect the accuracy of such forward-looking statements. While it is impossible to identify all such factors, factors which could cause actual results to differ materially from those estimated by the Company include, but are not limited to, the uncertainty as to whether the Company will be able to make future business acquisitions or that any such acquisitions will be successful, the Company's ability to obtain financing for any possible acquisitions, general conditions in the economy and capital markets, and other factors which may be identified from time to time in the Company's Securities and Exchange Commission filings and other public announcements. Words or phrases when used in this Form 10-Q or other filings with the Securities and Exchange Commission, such as "does not believe" and "believes", or similar expressions are intended to identify "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Year 2000 Issue The Company recognized that the arrival of the Year 2000 poses a unique challenge to the ability of an entity's information technology system and non-information technology systems to recognize the date change from December 31, 1999 to January 1, 2000. The Company is continuing to assess and has made certain changes to provide for continued functionality of its systems. An assessment of the readiness of the Company's external entities, such as vendors, customers, payment systems and others is ongoing. Due to the nature and extent of the Company's operations that are effected by Year 2000 issues, the Company does not believe that Year 2000 issues will have a material adverse effect on the business operation or the financial performance of the Company. There can be no assurance, however, that Year 2000 issues will not adversely effect the Company or its business. The Company believes that the cost to make appropriate changes to its internal and external systems will not be significant and that such costs will be funded completely through operations. 11 Item 3. Quantitative and Qualitative Disclosures About Market Risk Not applicable to the Company. 12 PART II. - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities and Use of Proceeds None Item 3. Defaults upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders The Annual Meeting of the Company's stockholders was held on November 5, 1998 for the purpose of voting on two proposals. The proposals, including the results of the voting, are as follows: Proposal No. 1. Proposal to elect each of Messrs. Gene H. Bishop, Harvey B. Cash, Robert Ted Enloe, III, Gerald J. Ford, Edward W. Rose, III, and Gary Shultz as directors of the Company until expiration of his term at the 1999 Annual Meeting of stockholders and until his successor is elected and qualified or until his earlier death, resignation or removal from office. For Withheld --- -------- G. Bishop 19,756,823 89,088 H. Cash 19,750,682 95,229 R. Enloe 19,756,233 89,678 G. Ford 19,757,930 87,981 E. Rose 19,764,618 81,293 G. Shultz 19,758,105 87,806 Proposal No. 2 Proposal to approve the ratification of the selection of KPMG LLP ("KPMG") as the Company's independent accountants for the fiscal year ending June 30, 1999. Number of Shares of Common Stock ------------ For 19,807,603 Against 25,847 Abstain 12,461 The total number of shares of Common Stock voted on Proposals No. 1 and 2 was 19,845,911, or approximately 98.0% of the outstanding shares of Common Stock. 13 Item 5. Other Information Because of a recent change to Rule 14a-4(c)(1) promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company's management will have discretionary authority to vote on any matter of which the Company does not receive notice by August 17, 1999, with respect to proxies submitted for the 1999 Annual Meeting of the Company's stockholders. This rule change does not affect the deadline set forth in Rule 14a-8 promulgated under the Exchange Act for including a stockholder proposal in the Board of Directors' solicitation of proxies. Therefore, in order to be included in the Board of Directors' solicitation of proxies relating to the 1999 Annual Meeting of the Company's stockholders, a stockholder proposal must be received by the Secretary of the Company at 200 Crescent Court, Suite 1365, Dallas, Texas 75201, no later than June 3, 1999. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 27.1 Financial Data Schedules (included only in the EDGAR filing). (b) Reports on Form 8-K: None 14 SIGNATURES 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 thereunder duly authorized. LIBERTE INVESTORS INC. February 12, 1999 By: /s/ Gerald J. Ford ---------------------------------- Gerald J. Ford Chief Executive Officer and Chairman of the Board February 12, 1999 By: /s/ Samuel C. Perry ---------------------------------- Samuel C. Perry Controller and Principal Accounting Officer EX-27.1 2 FDS --
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE COMPANY'S UNAUDITED FINANCIAL STATEMENTS DATED AS OF DECEMBER 31, 1998 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 6-MOS JUN-30-1999 JUL-01-1998 DEC-31-1998 55,670,678 0 86,679 0 2,810,267 0 0 0 58,567,624 510,212 0 0 0 202,561 57,854,851 58,567,624 0 1,453,984 0 0 423,814 0 0 1,030,170 0 1,030,170 0 0 0 1,030,170 .05 .05
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