-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Dp6wIBolSGf6RQ2ierGtaT0nM01FK5luK4HHHy93SSlT0CLitULwI/8PKt9Zwb6X WU+zrKHZj1Jdtx0c8S71xg== 0000950134-94-001298.txt : 19941117 0000950134-94-001298.hdr.sgml : 19941117 ACCESSION NUMBER: 0000950134-94-001298 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: LIBERTE INVESTORS/ CENTRAL INDEX KEY: 0000060153 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 751328153 STATE OF INCORPORATION: MA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-06802 FILM NUMBER: 94558974 BUSINESS ADDRESS: STREET 1: 1420 VICEROY DR CITY: DALLAS STATE: TX ZIP: 75235 BUSINESS PHONE: 2148795800 MAIL ADDRESS: STREET 1: 1600 VICEROY DR CITY: DALLAS STATE: TX ZIP: 75235 10-Q 1 FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - - - ------ EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1994 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 (Exact name of Registrant as specified in its Charter) CREATED UNDER DECLARATION OF TRUST 75-1328153 PURSUANT TO THE LAWS OF (I.R.S. Employer THE COMMONWEALTH OF MASSACHUSETTS Identification No.) (State or other jurisdiction of incorporation or organization) 1420 VICEROY DRIVE 75235 DALLAS, TEXAS (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code (214) 879-5497 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 did not provide for a distribution of securities; however, all required documents and reports have been timely filed by the Registrant both prior to and after confirmation. APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares outstanding of each of the issuer's class of securities as of November 4, 1994: Shares of Beneficial Interest, no par - 12,423,208 shares. 2 FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 1994 LIBERTE INVESTORS INDEX
Page ---- PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS (UNAUDITED) Consolidated Balance Sheet - September 30, 1994 and June 30, 1994 . . . . . . . . . . . . 3 Consolidated Statement of Operations - Three Months Ended September 30, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Consolidated Statement of Cash Flows - Three Months Ended September 30, 1994 and 1993 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . 6 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS . . . . . . . . . . . . . . . . . . 7 PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 ITEM 5. OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . . . . . . . . . . . . . 14 SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 INDEX TO EXHIBITS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
2 3 PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS CONSOLIDATED BALANCE SHEET LIBERTE INVESTORS AND SUBSIDIARY
September 30, 1994 June 30, 1994 (Unaudited) (See Note) ----------- ---------- Assets Mortgage loans on real estate: Earning $ 5,883,633 $ 5,858,648 Nonearning 248,918 272,308 Foreclosed real estate: Nonearning 23,196,718 25,207,002 ----------- ----------- 29,329,269 31,337,958 Less: Allowance for possible losses 10,758,652 11,709,395 ----------- ----------- 18,570,617 19,628,563 Cash and cash equivalents 10,176,978 9,157,640 Restricted cash investments 764,493 623,300 Note receivable - RPI 5,762,453 6,000,000 Accrued interest and other receivables 291,827 324,555 Other assets 418,648 581,919 ----------- ----------- $35,985,016 $36,315,977 =========== =========== Liabilities and Shareholders' Equity Liabilities Accrued management fees $ 23,469 $ 19,281 Accrued liabilities 1,575,736 1,382,751 ----------- ----------- 1,599,205 1,402,032 Shareholders' Equity Shares of Beneficial Interest, no par value, unlimited authorization: 12,423,208 issued and outstanding at September 30, 1994 and June 30, 1994 34,385,811 34,913,945 ----------- ----------- $35,985,016 $36,315,977 =========== ===========
NOTE: The balance sheet at June 30, 1994 has been derived from the audited financial statements at that date. See notes to consolidated financial statements. 3 4 CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) LIBERTE INVESTORS AND SUBSIDIARY
Three Months Ended September 30 -------------------------------- 1994 1993 ----------- ----------- Income Interest $ 244,328 $ 2,075,346 Temporary investment interest 115,180 44,013 Foreclosed real estate and other 101,210 1,366,926 ----------- ----------- 460,718 3,486,285 ----------- ----------- Expenses Interest -- 4,467,141 Provision for possible losses 510,000 200,000 Management fees 70,621 609,175 Legal and audit 21,754 365,000 Trustees' fees and expenses 13,800 75,393 Foreclosed real estate 98,010 778,584 Debt restructure -- 1,560,398 Other 274,667 885,037 ----------- ----------- 988,852 8,940,728 ----------- ----------- Net loss $ (528,134) $(5,454,443) =========== =========== Net loss per Share of Beneficial Interest $ (.04) $ (.46) Weighted average number of Shares of Beneficial Interest 12,423,208 11,773,208 Cash dividends declared per share -- --
See notes to consolidated financial statements. 4 5 CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) LIBERTE INVESTORS AND SUBSIDIARY
Three Months Ended September 30 --------------------------------- 1994 1993 ----------- ------------ Operating activities: Net loss $ (528,134) $(5,454,443) Noncash expenses and revenues included in net loss: Provision for possible losses 510,000 200,000 Net change in other receivables, assets and liabilities 708,379 5,427,743 ----------- ----------- Net cash provided by operating activities 690,245 173,300 ----------- ----------- Investing activities: Collections on mortgage loans 24,285 8,388,880 Collections on RPI note receivable 237,547 -- Advances on mortgage loans (38,536) (154,460) Expenditures on foreclosed real estate (60,502) (377,921) Sales and basis reductions of foreclosed real estate 307,492 3,320,835 Net purchases of restricted cash investments (141,193) (5,199,448) ----------- ----------- Net cash provided by investing activities 329,093 5,977,886 ----------- ----------- Financing activities: Decrease in notes payable -- (4,597,411) ----------- ----------- Net cash used by financing activities -- (4,597,411) ----------- ----------- Net increase in unrestricted cash and cash equivalents 1,019,338 1,553,775 Unrestricted cash and cash equivalents at beginning of period 9,157,640 2,428,902 ----------- ----------- Unrestricted cash and cash equivalents at end of period $10,176,978 $ 3,982,677 =========== =========== Schedule of noncash investing and financing activities: Charge-offs to allowance for possible losses, net $ 1,460,743 $ 971,582
See notes to consolidated financial statements. 5 6 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) LIBERTE INVESTORS AND SUBSIDIARY SEPTEMBER 30, 1994 NOTE A - BASIS OF PRESENTATION The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. 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 three months ended September 30, 1994 are not necessarily indicative of the results that may be expected for the fiscal year ending June 30, 1995. For further information, refer to the financial statements and footnotes included in the Annual Report on Form 10-K of Liberte Investors for the fiscal year ended June 30, 1994 and "Item 5. OTHER INFORMATION" included herein. The accompanying financial statements include the accounts of Liberte Investors and Liberte Corp., a wholly-owned subsidiary which is currently inactive. All intercompany balances and transactions have been eliminated. As used herein, the "Trust" refers to Liberte Investors and its subsidiary. On October 25, 1993, the Trust filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code. On November 2, 1993, the Trust filed with the Bankruptcy Court a disclosure statement and related plan of reorganization. An order was entered by the Bankruptcy Court confirming a modified plan of reorganization for the Trust on January 24, 1994. On April 7, 1994, the Trust emerged from bankruptcy. Pursuant to the plan of reorganization, certain assets and liabilities were transferred to Resurgence Properties Inc. ("RPI") and RPI's common stock was distributed to the holders of the Trust's outstanding subordinated indebtedness in full satisfaction of such holders' claims against the Trust. 6 7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS RESULTS OF OPERATIONS Operations resulted in a loss of $528,134 for the quarter ended September 30, 1994, compared to a loss of $5,454,443 for the same period in fiscal 1994. Contributing to the smaller loss were decreases in substantially all expenses, partially offset by a decrease in interest income and foreclosed real estate income and an increase in the provision for losses. The changes in income and expense accounts are primarily due to the transfer of assets and liabilities to RPI upon the Trust's emergence from bankruptcy on April 7, 1994. Interest income decreased from $2.1 million in the first quarter of fiscal 1994 to $0.2 million in the first quarter of fiscal 1995. The $1.9 million decrease was the result of a decrease in average earning loans partially offset by an increase in yield. Average earning loans decreased from $105.4 million with a yield of 7.81% in the first quarter of fiscal 1994 to $5.8 million with a yield of 9.24% in the first quarter of fiscal 1995. Average nonearning loans for the first quarter of fiscal 1995 totaled $268,000 compared to $28.0 million for the comparable period in fiscal 1994. Assuming that the yield on these loans would have been the same as the yield on earning loans had they been on earning status, interest income would have been $6,000 higher in the first quarter of fiscal 1995 and $551,000 higher in the first quarter of fiscal 1994. Also included in interest income in the first quarter of fiscal 1995 was $108,000 of interest income on the RPI note receivable. The average balance of the RPI loan was $5.9 million with a yield of 7.29% for the first quarter of fiscal 1995. The Trust is continuing its efforts to reduce nonearning assets and improve the operating performance of real estate assets. Income on foreclosed real estate decreased as a result of all of the Trust's earning real estate being transferred to RPI upon emergence from bankruptcy. The Trust committed to fund one new investment origination totaling $686,000 during the quarter ended September 30, 1994. There was no new loan production during the quarter ended September 30, 1993. Interest expense for the first quarter of fiscal 1994 included interest on average debt outstanding of $184.3 million with an average cost of 9.61%. Upon the Trust's emergence from bankruptcy on April 7, 1994 and as of September 30, 1994, the Trust was debt-free. The provision for possible losses was $0.5 million in the first quarter of fiscal 1995 compared to $0.2 million in the first quarter of fiscal 1994. The allowance for possible losses was $10.8 million at September 30, 1994, compared to $11.7 million at June 30, 1994 and $53.2 million at September 30, 1993. While the Trust believes the allowance for possible losses is adequate at September 30, 1994, management will continue to periodically review the portfolio using then current information to make the estimates and assumptions that are used to determine the allowance for loan losses and the valuation of the real estate acquired in connection with foreclosures or in satisfaction of loans. These estimates and assumptions are susceptible to significant changes due to changes in the market conditions upon which they are based. 7 8 There was no provision for possible losses on mortgage loans in the first quarter of fiscal 1995 compared to $0.2 million in the first quarter of fiscal 1994. The provision for possible losses on foreclosed real estate was $0.5 million in the first quarter of fiscal 1995 compared to no provision for possible losses on foreclosed real estate in the first quarter of fiscal 1994. The provision for possible losses on foreclosed real estate in the first quarter of fiscal 1995 is to provide for the charge-off of the entire net asset value on one particular asset as the result of the expiration of development rights on certain condominium lots and the Trust's inability to renew those rights. Any loss incurred upon foreclosure of collateral underlying a loan is charged to the allowance for possible losses on mortgage loans. The following is a summary of transactions affecting the Trust's allowance for possible losses for the three months ended September 30, 1994, compared to the three months ended September 30, 1993:
Quarter Ended September 30, 1994 ------------------------------------------------- Mortgage Foreclosed Loans Real Estate Total ------------- ------------- ------------- Balance July 1, 1994 $ 1,562,921 $ 10,146,474 $ 11,709,395 Provision for possible losses -- 510,000 510,000 Amounts charged off, net of recoveries 45,573 (1,506,316) (1,460,743) ------------- ------------- ------------- Balance September 30, 1994 $ 1,608,494 $ 9,150,158 $ 10,758,652 ============= ============= =============
Quarter Ended September 30, 1993 ------------------------------------------------- Mortgage Foreclosed Loans Real Estate Total ------------- ------------- ------------- Balance July 1, 1993 $ 17,728,367 $ 36,210,450 $ 53,938,817 Provision for possible losses 200,000 -- 200,000 Amounts charged off, net of recoveries (509,622) (461,960) (971,582) ------------- ------------- ------------- Balance September 30, 1993 $ 17,418,745 $ 35,748,490 $ 53,167,235 ============= ============= =============
Management fees were lower in the first quarter of fiscal 1995 than in the comparable period in fiscal 1994 because invested assets, upon which the management fees are based, were lower in the first quarter of fiscal 1995 compared to the first quarter of fiscal 1994. The reduction in legal fees on troubled assets and foreclosed real estate expense was a result of the transfer of a substantial amount of foreclosed real estate to RPI upon emergence from bankruptcy. No debt restructure costs were incurred in the first quarter of fiscal 1995 compared to $1.6 million in the first quarter of fiscal 1994. Other operating expense in the first quarter of fiscal 1994 included $366,000 related to the exercising of options to acquire 650,000 Shares of Beneficial Interest by the Trust's Chief Executive Officer. 8 9 LIQUIDITY AND CAPITAL RESOURCES The Trust expects its liquidity and earnings to continue to be adversely affected by the current conditions in the real estate market, which has resulted in, among other things, substantial nonearning assets and a significant reduction in the availability of real estate financing. Prior to its emergence from bankruptcy, the Trust's principal funding requirements were operating expenses, interest expense and the repayment of its indebtedness. Since emergence from bankruptcy, the Trust is debt-free and its principal funding requirements are operating expenses. The Trust's primary sources of funding operating expenses are its collection of principal and interest on mortgage loans and the note receivable from RPI, consulting fees and proceeds from the sale of foreclosed property. Operating activities for the first three months of fiscal 1995 provided $690,000 of cash compared to $173,000 in the first three months of fiscal 1994. The table below reflects cash flow from operating activities (in thousands):
Three Months Ended September 30 --------------------------- 1994 1993 ------ -------- Total income $ 461 $ 3,486 Interest expense -- (4,467) ------ -------- Net interest margin 461 (981) Operating expenses (479) (4,274) Net change in other receivables, assets and liabilities 708 5,428 ------ -------- Net cash provided by operating activities $ 690 $ 173 ====== ========
Net cash provided by investing activities for the first three months of fiscal 1995 was $329,000 compared to $5,978,000 in the first three months of fiscal 1994. The table below reflects cash flow from investing activities (in thousands):
Three Months Ended September 30 --------------------------- 1994 1993 ------ -------- Collections on mortgage loans $ 24 $ 8,389 Collections on RPI note receivable 238 -- Advances on mortgage loans (39) (155) Sales and basis reductions of foreclosed real estate 307 3,321 Expenditures on foreclosed real estate (60) (378) Net purchases of restricted cash investments (141) (5,199) ------ -------- Net cash provided by investing activities $ 329 $ 5,978 ====== ========
9 10 Amounts to be advanced under existing commitments increased from no commitments at June 30, 1994 to $636,614 at September 30, 1994. Debt was reduced by $4,597,000 in the first three months of fiscal 1994. At September 30, 1993, the Trust had $83.1 million of senior indebtedness and $100 million of 10 1/2% subordinated notes outstanding. The $100 million of subordinated notes was satisfied in full upon the Trust's emergence from bankruptcy on April 7, 1994 and the Trust was released from liability on the senior indebtedness assumed by RPI. 10 11 PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS On October 25, 1993, the Trust filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York (the "Bankruptcy Court"). On November 2, 1993, the Trust filed with the Bankruptcy Court a disclosure statement (the "Disclosure Statement") and related Chapter 11 plan of reorganization (the "Original Plan"). The Disclosure Statement was approved by the Bankruptcy Court on December 16, 1993, and was subsequently circulated to all holders of the Trust's senior indebtedness, Subordinated Notes and Shares of Beneficial Interest, together with ballots to accept or reject the Original Plan. The Trust obtained the requisite consents to the Original Plan in January 1994, and on January 24, 1994, the Bankruptcy Court entered an order confirming a modified plan of reorganization for the Trust (the "Plan"). On April 7, 1994, the Trust emerged from bankruptcy. Pursuant to the Plan, certain assets and liabilities were transferred to RPI and RPI's common stock was distributed to the holders of the Trust's outstanding subordinated indebtedness in full satisfaction of such holders' claims against the Trust. 11 12 ITEM 5. OTHER INFORMATION REIT STATUS The Trust does not expect to qualify for taxation as a real estate investment trust (a "REIT") under the Internal Revenue Code (the "Code") for its fiscal year ending June 30, 1995. To qualify as a REIT, the Trust must satisfy various requirements under the Code, including requirements concerning the nature and composition of its income and assets. Generally, an entity can qualify as a REIT only if 95% of its gross income constitutes "qualifying income" as defined in Section 856 of the Code (the "95% Test"). The Trust does not expect to satisfy the 95% Test for the taxable year ending June 30, 1995 due to its expected receipt of consulting fee income from RPI, which does not constitute qualifying income. In addition, because more than 5% of the Trust's gross income during the taxable years ending June 30, 1992 (the "1992 Year") and June 30, 1993 (the "1993 Year"), consisted of income from an interest rate swap and because it is uncertain whether income derived from such interest rate swaps constitutes qualifying income, it is unclear whether the Trust satisfied the 95% Test for the 1992 Year and the 1993 Year. The Trust believes that such income should be treated as qualifying income for purposes of the 95% Test. In addition, an entity qualifies as a REIT as long as the securities of any one issuer represent less than 5% of the fair value of its total assets at any fiscal quarter end. At this time, it is uncertain whether the Trust met this requirement as of June 30, 1994. If the Trust does not qualify as a REIT in any taxable year, it will be taxed as a corporation pursuant to Subchapter C of the Code. For the fiscal years ended June 30, 1992, 1993 and 1994, the Trust incurred a taxable loss; therefore, it would not have a material tax liability if it did not qualify as a REIT. In determining its potential liability for tax as a corporation in its fiscal year ending June 30, 1995, the Trust believes, assuming it does not undergo an ownership change that would limit the use of net operating loss carryovers under Section 382 of the Code, that it would be able to utilize its net operating loss carryovers and other tax benefits to shelter itself from regular federal income taxation and, in substantial part, from alternative minimum taxation. However, if the Trust were to undergo an ownership change (other than an ownership change pursuant to a bankruptcy plan that meets the requirements of Section 382(1)(5) of the Code), the ability of the Trust to use its net operating loss carryforwards to offset income earned by the Trust after the ownership change would be severely limited, as would the Trust's ability to deduct losses recognized on certain sales of assets occurring after the ownership change. Accordingly, the Trust believes that, if it ceased to qualify as a REIT and became taxable as a regular corporation, it could incur substantial liability for federal income taxes in the event of an ownership change not meeting the requirements of Section 382(1)(5) of the Code. If the Trust ceases to qualify as a REIT, funds available for distribution to shareholders will be reduced by the amount of any tax liability payable by the Trust to federal tax authorities. Such distributions, if any, will not be deductible by the Trust in computing its taxable income but will be eligible for the dividends received deduction for corporate shareholders to the extent paid out of the Trust's current and cumulative earnings and profits. In addition, unless entitled to relief under specific statutory provisions, the Trust will be ineligible for REIT status for the succeeding four taxable years. The foregoing description is general in character. For a complete description, reference should be made to the pertinent Code sections and the Regulations issued thereunder. 12 13 TRANSFER RESTRICTIONS In order to preserve the Trust's REIT status under the Code, there are certain restrictions on the transfer of Shares of Beneficial Interest, with such exceptions and pursuant to such procedures as are described in the Declaration of Trust. For the Trust to qualify as a REIT, not more than 50% in value of its outstanding Shares of Beneficial Interest may be owned, directly or indirectly, by five or fewer individuals (as defined in the Code to include certain entities) during the last half of a taxable year. The Shares of Beneficial Interest must be beneficially owned by 100 or more persons during at least 335 days of a taxable year of 12 months or during a proportionate part of a shorter taxable year, and certain other requirements as to assets, distributions and percentages of the Trust's gross income from particular activities must be met. The Declaration of Trust contains provisions prohibiting the ownership, directly or indirectly, by five or fewer individuals of more than 50% in value of the outstanding Shares of Beneficial Interest during the last half of the Trust's taxable year. In order to avoid limitations on the use of the Trust's tax attributes, the Declaration of Trust generally prohibits the transfer of Shares of Beneficial Interest to any Person who is a holder of 5% or more of the Shares of Beneficial Interest or to any Person who would become a holder of 5% or more of the Shares of Beneficial Interest after giving effect to the transfer, directly or by attribution. "Person" for this purpose is defined broadly to mean any individual, corporation, estate, debtor, association, company, partnership, joint venture or similar organization. If a transfer violates this prohibition, either (i) the Shares of Beneficial Interest that were purported to be transferred in excess of the 5% limit will be deemed to remain the property of the initial transferor, or (ii) upon election by the Trust, such Shares of Beneficial Interest shall be transferred to an agent designated by the Trust, who will sell them in an arm's-length transaction, the proceeds of such sale to be allocated to the purported transferee up to (x) the amount paid by such transferee for such Shares of Beneficial Interest and (y) where the purported transfer was by gift inheritance or any similar transfer, the fair market value of such Shares of Beneficial Interest at the time of the purported transfer. If the purported transferee has resold the Shares of Beneficial Interest to an unrelated party in an arm's-length transaction, the purported transferee will be deemed to have sold the Shares of Beneficial Interest as agent for the initial transferor, and will be required to transfer the proceeds of such sale to the agent designated by the Trust, except to the extent that the agent grants written permission to the purported transferee to retain a portion of the proceeds up to the amount that would have been payable to such transferee had the Shares of Beneficial Interest been sold by the agent rather than by the purported transferee. The Declaration of Trust will further provide that the Trust may require, as a condition to the registration of the transfer of any Shares of Beneficial Interest, that the proposed transferee furnish to the Trust all information reasonably requested by the Trust with respect to the proposed transferee's direct or indirect ownership interests in Shares of Beneficial Interest. The Board of Trustees of the Trust will have the power to preapprove transfers that would otherwise be prohibited under the foregoing provisions. All certificates evidencing ownership of Shares of Beneficial Interest will bear a conspicuous legend referencing the transfer restrictions. 13 14 ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K (a) Exhibits: (3.01) Extension of Management Agreement dated July 1, 1994 between Registrant, Lomas Management, Inc. and Lomas Financial Corporation. (27) Financial Data Schedules (submitted to the SEC for its information). (b) Reports on Form 8-K: None. 14 15 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 Date: November 10, 1994 By: /s/ TED ENLOE Ted Enloe President and Chief Executive Officer Date: November 10, 1994 By: /s/ B. A. BREEDING B. A. Breeding Senior Vice President - Control 15 16 LIBERTE INVESTORS INDEX TO EXHIBITS
Sequentially Exhibit No. Numbered Pages - - - ----------- -------------- (3.01) Extension of Management Agreement dated July 1, 1994 between Registrant, Lomas Management, Inc. and Lomas Financial Corporation (27) Financial Data Schedules (submitted to the SEC for its information)
16 EX-3.01 2 EXTENSION OF MANAGEMENT AGREEMENT 1 EXHIBIT 3.01 EXTENSION OF MANAGEMENT AGREEMENT AMONG LIBERTE INVESTORS AND LOMAS MANAGEMENT, INC. AND LOMAS FINANCIAL CORPORATION THIS AGREEMENT, made effective as of the 1st day of July, 1994, by and among LIBERTE INVESTORS (formerly known as LOMAS & NETTLETON MORTGAGE INVESTORS), a real estate investment trust formed under the laws of the Commonwealth of Massachusetts (herein called the "Trust"), Lomas Management, Inc., a Nevada corporation (herein called the "Manager") and Lomas Financial Corporation, a Delaware corporation (herein called "LFC"), to the Management Agreement dated as of July 1, 1992, as amended, by and among the Trust, the Manager and LFC (hereinafter called the "Management Agreement"): WITNESSETH: WHEREAS, the Management Agreement, as amended and extended, expires on June 30, 1994, but may be extended only with the consent of the parties thereto; and WHEREAS, any extension of the Management Agreement must be executed in writing by the parties thereto no more than six (6) months and no less than (3) months before the expiration of the Management Agreement or any extension thereof; and 2 WHEREAS, the Trust, the Manager and LFC are desirous of extending the Management Agreement in accordance with the provisions of Section 15 thereof as set forth below: NOW, THEREFORE, in consideration of the premises and the mutual covenants herein contained, the Trust, the Manager and LFC do hereby agree and consent (i) to a waiver of the requirement that an extension of the Management Agreement be executed no more than six (6) months and no less than three (3) months prior to June 30, 1994, and (ii) to an extension of the Management Agreement upon the presently existing terms and conditions thereof or as such may hereafter be amended in writing by the parties thereto, for an additional twelve (12) months from and after June 30, 1994, in accordance with Section 15 of the Agreement, which period corresponds to the fiscal year of the Trust. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their officers thereunto duly authorized as of the day and year first above written. LIBERTE INVESTORS By: /s/ TED ENLOE Ted Enloe, President LOMAS MANAGEMENT, INC. By: /s/ CAREY B. WICKLAND Carey B. Wickland, President and Chief Operating Officer LOMAS FINANCIAL CORPORATION By: /s/ JESS HAY Jess Hay, Chairman of the Board and Chief Executive Officer EX-27 3 FINANCIAL DATA SCHEDULE
5 ARTICLE 5 FDS FOR FIRST QUARTER FISCAL 1995 10-Q QTR-1 JUN-30-1995 JUL-01-1994 SEP-30-1994 10,941,471 0 12,186,831 (10,758,652) 23,196,718 0 0 0 35,985,016 0 0 0 0 0 34,385,811 35,985,016 0 460,718 0 0 478,852 510,000 0 (528,134) 0 (528,134) 0 0 0 (528,134) (.04) 0
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