-----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, IexvXbQVSW0ZrHVjVIEH8jULQzpf9Jmtgv7JHKQviw3TSL3/A3kUNiKoYlSIggsA al08PwP2nDmxKSBtSaYccw== 0000950134-96-004670.txt : 19960906 0000950134-96-004670.hdr.sgml : 19960906 ACCESSION NUMBER: 0000950134-96-004670 CONFORMED SUBMISSION TYPE: 8-B12B PUBLIC DOCUMENT COUNT: 6 FILED AS OF DATE: 19960905 SROS: NYSE 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: 8-B12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-12117 FILM NUMBER: 96625897 BUSINESS ADDRESS: STREET 1: 600 N PEARL STREET 2: SUITE 420 CITY: DALLAS STATE: TX ZIP: 75201 BUSINESS PHONE: 2147208950 MAIL ADDRESS: STREET 1: 600 N PEARL SUITE 420 CITY: DALLAS STATE: TX ZIP: 75201 8-B12B 1 FORM 8-B 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------------------- FORM 8-B FOR REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS FILED PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 LIBERTE INVESTORS INC. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) DELAWARE 75-1328153 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) (IRS Employer Identification No.) 600 NORTH PEARL STREET, SUITE 420, DALLAS, TEXAS 75201 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: Title of Each Class Name of Each Exchange on Which to be so Registered Each Class is to be Registered ------------------------- -------------------------------- Common Stock, par value $0.01 per share New York Stock Exchange - ------------------------------------------- ---------------------------- SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: Not applicable - -------------------------------------------------------------------------------- (Title of Class) - -------------------------------------------------------------------------------- (Title of Class) 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. GENERAL INFORMATION (a) Liberte Investors Inc., a Delaware corporation (the "Registrant"), was incorporated on March 29, 1996. (b) The Registrant's fiscal year ends on June 30. ITEM 2. TRANSACTION OF SUCCESSION (a) The Registrant's predecessor, Liberte Investors, a Massachusetts business trust (the "Trust"), had its Shares of Beneficial Interest (the "Shares of Beneficial Interest") registered pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended, at the time of succession. The Shares of Beneficial Interest were listed on the New York Stock Exchange. (b) Shares of the Registrant's Common Stock, par value $0.01 per share (the "Common Stock"), were exchanged for the Trust's Shares of Beneficial Interest pursuant to a Plan of Reorganization, dated as of April 1, 1996 (the "Plan"), between the Registrant and the Trust. The exchange was registered pursuant to a Registration Statement on Form S-4, Registration Statement No. 333-07439, originally filed by the Registrant with the Securities and Exchange Commission on July 2, 1996 (the "Registration Statement"). Pursuant to the Plan, the Trust contributed all of its assets to the Registrant and the Registrant assumed all of the Trust's liabilities. The Registrant then issued 12,153,658 of its shares of Common Stock to the Trust's shareholders in exchange for all 12,153,658 of the Shares of Beneficial Interest then outstanding. ITEM 3. SECURITIES TO BE REGISTERED. 50,000,000 shares of Common Stock are authorized under the Registrant's charter. 12,153,658 shares of Common Stock were issued under the Registration Statement. An additional 8,102,439 shares of Common Stock which are not being registered pursuant to this Form 8-B were issued following the succession, for a total of 20,256,097 shares of Common Stock presently issued and outstanding. No shares of Common Stock are being held by or for the account of the Registrant. ITEM 4. DESCRIPTION OF THE REGISTRANT'S SECURITIES TO BE REGISTERED. The shares of Common Stock currently outstanding of the Registrant in the reorganization are fully paid and non-assessable. The rights, preferences, and privileges of the holders of the Common Stock are subject to the rights of the holders of any shares of preferred stock that the Registrant issues in the future. The shareholders will be entitled to one vote for each share of Common Stock held. They will not possess any cumulative voting rights. Accordingly, subject to the voting rights of any holders of preferred stock, the holders of a majority of the shares of Common Stock could elect all of the directors of the Registrant. Subject to any preferential rights of any outstanding preferred stock, the holders of the Common Stock will be entitled to receive, pro rata, such dividends, if any, as the Board of -2- 3 Directors declares out of funds legally available for distribution. Upon the liquidation of the Registrant, the holders of the Common Stock will be entitled to receive, pro rata, the assets of the Registrant available after paying all creditors and the liquidation and other preferences with respect to any outstanding preferred stock. The holders of the shares of Common Stock will not possess any preemptive, redemption, or subscription rights. The Registrant is authorized to issue up to $10,000,000 shares of preferred stock, par value $.01 per share, in one or more series. The Board of Directors of the Registrant will determine the rights and preferences of each series, including its conversion rights, dividend rights, liquidation preferences, redemption rights, sinking fund provisions and voting rights. The issuance of any shares of preferred stock could delay or prevent a change in control of the Registrant. In addition, the Company's ability to issue shares of preferred stock could depress the market price of the Common Stock. No shares of preferred stock are presently outstanding. ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS. (a) Financial Statements. Because the capital structure and balance sheet of the Registrant immediately after the succession were substantially the same as those of the Trust, no financial statements are filed with this Form 8-B. (b) The following exhibits are filed with this Form 8-B:
EXHIBIT NO. DESCRIPTION -------------- ---------------------------------------------------------------------------------------------- 2.1 Plan of Reorganization, dated as of April 1, 1996, between the Trust and the Registrant. (Incorporated by reference to Exhibit 2.1 of the Registration Statement on Form S-4, Registration Statement No. 333-07439, originally filed with the Securities and Exchange Commission on July 2, 1996 (the "Registration Statement"). 2.2 Stock Purchase Agreement, dated as of January 16, 1996, between the Trust and Hunter's Glen/Ford Ltd. ("Hunter's Glen"), as amended by the Amendment to the Stock Purchase Agreement, dated as of February 27, 1996, and the Second Amendment to the Stock Purchase Agreement, dated as of March 28, 1996. (Incorporated by reference to Exhibit 2.2 of the Registration Statement) 2.3 Letter Agreement, dated as of April 1, 1996, among the Trust, the Registrant, and the Hunter's Glen. (Incorporated by reference to Exhibit 2.3 of the Registration Statement) 2.4 Confidentiality and Standstill Agreement, dated as of January 16, 1996, between the Trust and Hunter's Glen. (Incorporated by reference to Exhibit 2.4 of the Registration Statement) 2.5 Escrow Agreement, dated as of January 19, 1996, among the Trust, Hunter's Glen, and Texas Commerce Bank National Association. (Incorporated by reference to Exhibit 2.5 of the Registration Statement) 3.1 The Registrant's Charter. (Incorporated by reference to Exhibit 3.1 of the Registration Statement) 3.2 The Registrant's Bylaws. (Incorporated by reference to Exhibit 3.2 of the Registration Statement) 4.1 Form of Registration Rights Agreement to be entered into by the Registrant and Hunter's Glen. (Incorporated by reference to Exhibit 4.1 of the Registration Statement) 4.2 Stock Option Agreement, dated May 7, 1993, between the Trust and Robert Ted Enloe III. (Incorporated by reference to Exhibit 4.2 of the Registration Statement) 4.3 Form of Agreement Clarifying Registration Rights to be entered into by the Registrant, Hunter's Glen, the Enloe Descendants' Trust, and Robert Ted Enloe III. (Incorporated by reference to Exhibit 4.3 of the Registration Statement)
-3- 4 10.1 Exchange Agent Agreement, dated as of June 13, 1996, between the Registrant and KeyCorp Shareholder Services, Inc. (Incorporated by reference to Exhibit 10.1 of the Registration Statement) 10.2 Form of Indemnification Agreement for the Registrant's directors and officers and schedule of substantially identical documents. (Incorporated by reference to Exhibit 10.2 of the Registration Statement) 10.3 Retirement Plan for Trustees of the Trust, dated October 11, 1988. (Incorporated by reference to Exhibit 10.3 of the Registration Statement) 10.4 Stock Pledge and Security Agreement, dated October 22, 1993, between Robert Ted Enloe III and the Trust, as supplemented by a letter agreement, dated November 13, 1995, between the Enloe Descendants' Trust and the Trust. (Incorporated by reference to Exhibit 10.5 of the Registration Statement) 10.5 Agreement Regarding Registration Rights, Amendment of Stock Option Agreement, and Ratification of Pledge Agreement, dated as of November 13, 1995, among the Trust, Robert Ted Enloe III, and the Enloe Descendants' Trust. (Incorporated by reference to Exhibit 10.6 of the Registration Statement) 10.6 Asset Disposition Agreement, dated February 28, 1995, between the Trust and ST Lending, Inc. (Incorporated by reference to Exhibit 10.7 of the Registration Statement) 21.1 Subsidiaries of the Registrant 23.1 Consent of Bear, Stearns & Co. Inc. 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Hughes & Luce, L.L.P. 23.4 Consent of Morris, Nichols, Arsht & Tunnell. 27.1 Financial Data Schedule for the Registrant's April 1, 1996 Balance Sheet. (Incorporated by reference to Exhibit 27.1 of the Registration Statement) 99.1 Registration Statement on Form S-4, Registration Statement No. 333-07439, originally filed with the Securities and Exchange Commission on July 2, 1996 (incorporated by reference to the Registration Statement).
[SIGNATURE ON NEXT PAGE] -4- 5 SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. Dated: August 30, 1996 LIBERTE INVESTORS INC. By: /s/ NANCY J. FOEDERER ---------------------------------- Name: Nancy J. Foederer -------------------------------- Title: Secretary ------------------------------- -5- 6 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION -------------- ---------------------------------------------------------------------------------------------- 2.1 Plan of Reorganization, dated as of April 1, 1996, between the Trust and the Registrant. (Incorporated by reference to Exhibit 2.1 of the Registration Statement on Form S-4, Registration Statement No. 333-07439, originally filed with the Securities and Exchange Commission on July 2, 1996 (the "Registration Statement"). 2.2 Stock Purchase Agreement, dated as of January 16, 1996, between the Trust and Hunter's Glen/Ford Ltd. ("Hunter's Glen"), as amended by the Amendment to the Stock Purchase Agreement, dated as of February 27, 1996, and the Second Amendment to the Stock Purchase Agreement, dated as of March 28, 1996. (Incorporated by reference to Exhibit 2.2 of the Registration Statement) 2.3 Letter Agreement, dated as of April 1, 1996, among the Trust, the Registrant, and the Hunter's Glen. (Incorporated by reference to Exhibit 2.3 of the Registration Statement) 2.4 Confidentiality and Standstill Agreement, dated as of January 16, 1996, between the Trust and Hunter's Glen. (Incorporated by reference to Exhibit 2.4 of the Registration Statement) 2.5 Escrow Agreement, dated as of January 19, 1996, among the Trust, Hunter's Glen, and Texas Commerce Bank National Association. (Incorporated by reference to Exhibit 2.5 of the Registration Statement) 3.1 The Registrant's Charter. (Incorporated by reference to Exhibit 3.1 of the Registration Statement) 3.2 The Registrant's Bylaws. (Incorporated by reference to Exhibit 3.2 of the Registration Statement) 4.1 Form of Registration Rights Agreement to be entered into by the Registrant and Hunter's Glen. (Incorporated by reference to Exhibit 4.1 of the Registration Statement) 4.2 Stock Option Agreement, dated May 7, 1993, between the Trust and Robert Ted Enloe III. (Incorporated by reference to Exhibit 4.2 of the Registration Statement) 4.3 Form of Agreement Clarifying Registration Rights to be entered into by the Registrant, Hunter's Glen, the Enloe Descendants' Trust, and Robert Ted Enloe III. (Incorporated by reference to Exhibit 4.3 of the Registration Statement) 10.1 Exchange Agent Agreement, dated as of June 13, 1996, between the Registrant and KeyCorp Shareholder Services, Inc. (Incorporated by reference to Exhibit 10.1 of the Registration Statement) 10.2 Form of Indemnification Agreement for the Registrant's directors and officers and schedule of substantially identical documents. (Incorporated by reference to Exhibit 10.2 of the Registration Statement) 10.3 Retirement Plan for Trustees of the Trust, dated October 11, 1988. (Incorporated by reference to Exhibit 10.3 of the Registration Statement) 10.4 Stock Pledge and Security Agreement, dated October 22, 1993, between Robert Ted Enloe III and the Trust, as supplemented by a letter agreement, dated November 13, 1995, between the Enloe Descendants' Trust and the Trust. (Incorporated by reference to Exhibit 10.5 of the Registration Statement)
-6- 7 10.5 Agreement Regarding Registration Rights, Amendment of Stock Option Agreement, and Ratification of Pledge Agreement, dated as of November 13, 1995, among the Trust, Robert Ted Enloe III, and the Enloe Descendants' Trust. (Incorporated by reference to Exhibit 10.6 of the Registration Statement) 10.6 Asset Disposition Agreement, dated February 28, 1995, between the Trust and ST Lending, Inc. (Incorporated by reference to Exhibit 10.7 of the Registration Statement) 21.1 Subsidiaries of the Registrant 23.1 Consent of Bear, Stearns & Co. Inc. 23.2 Consent of Ernst & Young LLP. 23.3 Consent of Hughes & Luce, L.L.P. 23.4 Consent of Morris, Nichols, Arsht & Tunnell. 27.1 Financial Data Schedule for the Registrant's April 1, 1996 Balance Sheet. (Incorporated by reference to Exhibit 27.1 of the Registration Statement) 99.1 Registration Statement on Form S-4, Registration Statement No. 333-07439, originally filed with the Securities and Exchange Commission on July 2, 1996 (incorporated by reference to the Registration Statement).
-7- EX-21.1 2 SUBSIDIARIES OF THE REGISTRANT 1 EXHIBIT 21.1 SUBSIDIARIES AND EQUITY INTERESTS OF LIBERTE INVESTORS INC. (THE "REGISTRANT") 1. Liberte Corp. -- The Registrant owns 100% of this company's common stock. 2. L&N Consultants, Inc. -- The Company owns 100% of this company's preferred stock. 3. LNC Holdings, Inc. -- L&N Consultants, Inc. owns 100% of this company's common stock. -8- EX-23.1 3 CONSENT OF BEAR, STEARNS & CO., INC. 1 EXHIBIT 23.1 CONSENT OF BEAR STEARNS We hereby consent to the filing of the Registration Statement on Form S-4, Registration No. 333-07439, to which our opinion is an exhibit, as an exhibit to the Registration Statement on Form 8B to be filed by Liberte Investors Inc. with the Securities and Exchange Commission. Very truly yours, Sheldon Stern EX-23.2 4 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-4 No. 333-07439), which is included as an exhibit to Liberte Investors Inc.'s Form 8-B, and to the incorporation by reference therein of our report dated July 28, 1995, with respect to the consolidated financial statements and schedule of Liberte Investors included in its Annual Report on Form 10-K, and as amended by two amendments of Form 10-K/A, for the year ended June 30, 1995, filed with the Securities and Exchange Commission, and to the use of our report dated April 30, 1996 with respect to the balance sheet of Liberte Investors Inc. as of April 1, 1996. /s/ ERNST & YOUNG LLP ERNST & YOUNG LLP Dallas, Texas August 30, 1996 EX-23.3 5 CONSENT OF HUGHS & LUCE LLP 1 EXHIBIT 23.3 CONSENT OF HUGHES & LUCE, L.L.P. We hereby consent to the use of our opinion dated August 16, 1996 re: Reorganization of Liberte Investors and Stock Purchase Agreement between Liberte Investors and Hunter's Glen/Ford, Ltd. for the filing of the Registration Statement on Form S-4, Registration No. 333-07439, as an exhibit to Liberte Investors Inc.'s Form 8-B. HUGHES & LUCE, L.L.P. /s/ HUGHES & LUCE, L.L.P. EX-23.4 6 CONSENT OF MORRIS, NICHOLS, ARSNT & TUNNELL 1 EXHIBIT 23.4 [MORRIS, NICHOLS, ARSHT & TUNNELL LOGO] September 3, 1996 Liberte Investors, Inc. 600 North Pearl Street Suite 420, LB #168 Dallas, TX 75201 Ladies and Gentlemen: We hereby consent to the filing of the Registration Statement on Form S-4, Registration No. 333-07439, to which our opinion is an exhibit, as an exhibit to the Registration Statement on Form 8B to be filed by Liberte Investors, Inc. with the Securities and Exchange Commission. Very truly yours, MORRIS, NICHOLS, ARSHT & TUNNELL -----END PRIVACY-ENHANCED MESSAGE-----