<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (As Permitted by Rule 14a-
6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to (S) 240.14a-11(c) or (S) 240.14a-12
Liberte Investors Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
---------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
---------------------------------------------------------------------------
5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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<PAGE>
LIBERTE INVESTORS INC.
600 N. PEARL STREET, SUITE 420
DALLAS, TEXAS 75201
October 25, 1996
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of
Liberte Investors Inc. to be held on November 15, 1996 at 10:00 a.m., local
time, at the Le Meridien Hotel, 650 North Pearl Street, Dallas, Texas 75201.
Enclosed are a notice to stockholders, a Proxy Statement describing the business
to be transacted at the meeting and a form of proxy for use in voting at the
meeting.
At the annual meeting, you will be asked (i) to elect five directors of the
Company, (ii) to ratify the selection of KPMG Peat Marwick LLP as the
independent accountants for the Company for the fiscal year ending June 30,
1997, and (iii) to act upon such other business as may properly come before the
meeting or any adjournment thereof.
We hope that you will be able to attend the annual meeting, and we urge you
to read the enclosed Proxy Statement before you decide to vote. Even if you do
not plan to attend, please complete, sign, date and return the enclosed proxy as
promptly as possible. It is important that your shares be represented at the
meeting.
Very truly yours,
/s/GERALD J. FORD
Gerald J. Ford
Chairman of the Board
and Chief Executive Officer
- --------------------------------------------------------------------------------
YOUR VOTE IS IMPORTANT
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
HOWEVER, TO ENSURE YOUR REPRESENTATION AT THE MEETING, YOU ARE URGED TO
COMPLETE, SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN
THE ENCLOSED POSTAGE PAID ENVELOPE. RETURNING YOUR PROXY WILL HELP THE COMPANY
ASSURE THAT A QUORUM WILL BE PRESENT AT THE MEETING AND AVOID THE ADDITIONAL
EXPENSE OF DUPLICATE PROXY SOLICITATIONS. ANY STOCKHOLDER ATTENDING THE MEETING
MAY VOTE IN PERSON EVEN IF HE OR SHE HAS RETURNED THE PROXY.
- --------------------------------------------------------------------------------
<PAGE>
LIBERTE INVESTORS INC.
600 N. PEARL STREET, SUITE 420
DALLAS, TEXAS 75201
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD NOVEMBER 15, 1996
PLEASE TAKE NOTICE THAT the 1996 Annual Meeting of Stockholders (the
"Annual Meeting") of Liberte Investors Inc., a Delaware corporation (the
"Company"), will be held on November 15, 1996 at 10:00 a.m., at the Le Meridien
Hotel, 650 North Pearl Street, Dallas, Texas 75201, to consider and vote on the
following matters:
(1) Election of five directors of the Company to serve until the next
Annual Meeting of the Company's stockholders and until their respective
successors are elected and qualified or until their earlier death,
resignation or removal from office.
(2) Ratification of the selection of KPMG Peat Marwick LLP as independent
accountants of the Company for the fiscal year ending June 30, 1997.
(3) Such other business that may properly come before the Annual Meeting or
any postponement or adjournment thereof.
The close of business on October 21, 1996 has been fixed as the record date
for the determination of stockholders entitled to receive notice of, and to vote
at, the Annual Meeting and any adjournment or postponement thereof. Only
holders of record of the Company's Common Stock at the close of business on the
record date are entitled to notice of, and to vote at, the Annual Meeting. A
list of stockholders entitled to vote at the Annual Meeting will be available
for inspection by any stockholder for any purpose germane to the Annual Meeting
during ordinary business hours for the ten days preceding the Annual Meeting at
the Company's offices at the address on this notice and at the Annual Meeting.
Whether or not you plan to attend the Annual Meeting, please complete,
sign, date and return the enclosed proxy as promptly as possible. You may
revoke your proxy at any time before the shares to which it relates are voted at
the Annual Meeting.
By Order of the Board of Directors,
/s/ NANCY FOEDERER
Nancy J. Foederer
Secretary
Dallas, Texas
October 25, 1996
<PAGE>
LIBERTE INVESTORS INC.
600 N. PEARL STREET, SUITE 420
DALLAS, TX 75201
(214) 720-8950
--------------------------------------
PROXY STATEMENT
--------------------------------------
ANNUAL MEETING OF STOCKHOLDERS
The Board of Directors of Liberte Investors Inc. requests your Proxy for
use at the Annual Meeting of Stockholders to be held on November 15, 1996, at
10:00 a.m., local time, at the Le Meridien Hotel, 650 North Pearl Street,
Dallas, Texas 75201, and at any adjournment or postponement thereof. By signing
and returning the enclosed Proxy, you authorize the persons named on the Proxy
to represent you and to vote your shares at the Annual Meeting. This Proxy
Statement and Proxy were first mailed to stockholders of the Company on or about
October 25, 1996.
If you attend the Annual Meeting, you may vote in person. If you are not
present at the Annual Meeting, your shares can be voted only if you have
returned a properly signed Proxy or are represented by another proxy. You may
revoke the enclosed Proxy at any time before it is exercised at the Annual
Meeting by (a) signing and submitting a later-dated proxy to the Secretary of
the Company, (b) delivering written notice of revocation of the Proxy to the
Secretary of the Company, or (c) voting in person at the Annual Meeting. In the
absence of such revocation, shares represented by the persons named on the
Proxies will be voted at the Annual Meeting.
VOTING AND QUORUM
The only outstanding voting securities of the Company are its shares of
common stock, par value $.01 per share ("Common Stock"). On October 21, 1996,
the record date for the Annual Meeting, there were 20,256,097 shares of Common
Stock outstanding and entitled to be voted at the Annual Meeting.
Each outstanding share of Common Stock is entitled to one vote. The
presence, in person or by proxy, of a majority of the shares of Common Stock
outstanding on the record date shall constitute a quorum at the Annual Meeting.
If a quorum is not present, the stockholders entitled to vote who are present or
represented by proxy at the Annual Meeting have the power to adjourn the
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Annual Meeting from time to time without notice, other than an announcement at
the Annual Meeting, until a quorum is present. At any such adjourned meeting at
which a quorum is present, any business may be transacted that may have been
transacted at the Annual Meeting had a quorum originally been present; provided,
that if the adjournment is for more than 30 days or if after the adjournment a
new record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
adjourned meeting. Proxies solicited by this Proxy Statement may be used to
vote in favor of any motion to adjourn the Annual Meeting. The persons named on
the Proxies intend to vote in favor of any motion to adjourn the Annual Meeting
to a subsequent day if, prior to the Annual Meeting, such persons have not
received sufficient Proxies to approve the proposals described in this Proxy
Statement. If such a motion is approved but sufficient Proxies are not received
by the time set for the resumption of the Annual Meeting, this process will be
repeated until sufficient Proxies to vote in favor of the proposals to be
presented to the stockholders of the Annual Meeting have been received or it
appears that sufficient Proxies will not be received. Abstentions and broker
non-votes will count in determining if a quorum is present at the Annual
Meeting. A broker non-vote occurs if a broker or other nominee does not have
discretionary authority and has not received voting instructions with respect to
a particular item.
PROPOSAL ONE - ELECTION OF DIRECTORS
The Board of Directors has designated Messrs. Gene H. Bishop, Harvey B.
Cash, Robert Ted Enloe III, Gerald J. Ford and Gary Shultz as nominees for
election as directors of the Company at the Annual Meeting (each, a "Nominee").
If elected, each Nominee will serve until expiration of his term at the 1997
annual meeting of stockholders and until his successor is elected and qualified
or until his earlier death, resignation or removal from office. For information
about each Nominee, see "Director Nominees and Executive Officers."
Unless otherwise instructed or unless authority to vote is withheld, the
enclosed Proxy will be voted for the election of the Nominees. The Board of
Directors has no reason to believe that any of the Nominees will be unable or
unwilling to serve if elected. If a Nominee becomes unable or unwilling to
serve, your Proxy will be voted for the election of a substitute nominee
recommended by the current Board of Directors, or the number of the Company's
directors will be reduced.
The election of directors requires the affirmative vote of a plurality of
the shares of Common Stock present or represented by proxy and entitled to vote
at the Annual Meeting. Accordingly, under Delaware law and the Company's
Certificate of Incorporation and Bylaws, abstentions and broker non-votes will
not have any effect on the election of a particular director.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF EACH OF THESE NOMINEES.
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PROPOSAL TWO-SELECTION OF INDEPENDENT ACCOUNTANTS
On October 14, 1996, the Board of Directors ratified the selection of KPMG
Peat Marwick LLP ("Peat Marwick") as the Company's independent accountants for
the fiscal year ending June 30, 1997. See "Additional Information - Change in
Independent Accountants." Ernst & Young LLP served as the Company's independent
accountants for the period ending June 30, 1996. The Company expects that
representatives of both KPMG Peat Marwick LLP and Ernst & Young LLP will be
present at the Annual Meeting to respond to appropriate questions and will have
an opportunity to make a statement if they desire to do so.
Ratification of Peat Marwick as the Company's independent accountants for
the fiscal year ending June 30, 1997 requires the affirmative vote of a majority
of the shares of Common Stock present, in person or by proxy, and entitled to
vote at the Annual Meeting. Under Delaware law and the Company's Certificate of
Incorporation and Bylaws, an abstention will have the same effect as a vote
against the ratification of Peat Marwick, and each broker non-vote will reduce
the absolute number, but not the percentage, of affirmative votes necessary for
approval of the ratification. If the appointment of Peat Marwick as the
Company's independent accountants is not ratified at the Annual Meeting, the
Board of Directors will consider the appointment of other independent
accountants. The Board of Directors may terminate the appointment of Peat
Marwick as independent accountants without the approval of the Company's
stockholders whenever the Board of Directors deems termination necessary or
appropriate.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
RATIFICATION OF THE SELECTION OF KPMG PEAT MARWICK LLP AS THE COMPANY'S
INDEPENDENT ACCOUNTANTS FOR THE FISCAL YEAR ENDING JUNE 30, 1997.
REORGANIZATION AND STOCK PURCHASE
In April 1996, Liberte Investors, a Massachusetts business trust (the
"Trust"), formed the Company. At a special meeting of the shareholders of the
Trust held on August 15, 1996 (the "Special Meeting"), the Trust's shareholders
approved the reorganization of the Trust into the Company (the
"Reorganization"). To effect the Reorganization, the Trust contributed its
assets to the Company and received all of the Company's Common Stock outstanding
at the time of the Reorganization, which the Trust then distributed to its
shareholders in redemption of all outstanding Beneficial Shares in the Trust.
The Company assumed all of the Trust's outstanding liabilities and obligations.
Immediately thereafter, the Trust was terminated.
At the Special Meeting, the Trust's shareholders also approved a stock
purchase agreement pursuant to which the Company subsequently sold 8,102,439
newly issued shares of Common Stock to Hunter's Glen/Ford, Ltd., a Texas limited
partnership ("Hunter's Glen"), at a purchase price of $2.85 per share (the
"Purchase"). The Purchase was consummated on August 16, 1996. Mr. Gerald J.
Ford, who is the Company's Chief Executive Officer and Chairman of the Board,
and
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is also a nominee to continue serving on the Company's Board of Directors after
the Annual Meeting, is a general partner of Hunter's Glen and is the sole
shareholder of Ford Diamond Corporation, the only other general partner of
Hunter's Glen. As such, Mr. Ford possesses sole voting and investment control
over the shares of Common Stock owned by Hunter's Glen.
Of the approximately $23.1 million aggregate purchase price for the shares
purchased, Hunter's Glen borrowed $6 million under a $10 million revolving
credit facility with NationsBank of Texas, N.A.("NationsBank"). Amounts loaned
under such credit facility bear interest, at the option of Hunter's Glen, either
at (i) the Prime Rate announced by NationsBank from time to time or (ii) a LIBOR
rate, as determined by NationsBank, for the relevant interest period plus 2% per
annum. Amounts bearing interest at the LIBOR-based rate must be repaid at the
end of the relevant interest period. Amounts bearing interest at the Prime Rate
must be repaid on August 14, 1997. The repayment of amounts loaned under this
credit facility is secured by a pledge of all 8,102,439 shares of Common Stock
owned by Hunter's Glen. Hunter's Glen borrowed the remaining $17.1 million of
the purchase price from Mr. Ford under an unsecured promissory note which bears
interest at an annual rate equal to 1% plus the 90-day Eurodollar rate as
announced by NationsBank, adjusted on each September 30, December 31, March 31
and June 30. Accrued and unpaid interest on this promissory note is required to
be paid on each April 15 and October 15, and the unpaid principal balance is due
October 15, 1997.
Unless otherwise indicated, the information contained in this Proxy
Statement which relates to periods prior to August 16, 1996 is information
relating to the Trust, the Company's predecessor in interest, and information
relating to periods on and after August 16, 1996 is information relating to the
Company.
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DIRECTOR NOMINEES AND EXECUTIVE OFFICERS
The following table provides information concerning director nominees and
executive officers of the Company:
Name Age Position
- ------------------------- --- ------------------------------------
Gerald J. Ford 52 Chief Executive Officer, Chairman of
the Board and Director
Gene H. Bishop 66 Director
Robert Ted Enloe III 57 Director
Harvey B. Cash 58 Director Nominee
Gary Shultz 54 Director Nominee
The directors are elected for one year terms. Executive officers are
generally elected annually by the Board of Directors to serve, subject to the
discretion of the Board of Directors, until their successors are appointed. A
brief biography of each director nominee and executive officer follows:
Gerald J. Ford has been a Director and the Chief Executive Officer and
Chairman of the Board of Liberte Investors Inc. since August 1996. He has been
the Chairman of the Board and Chief Executive Officer of First Nationwide Bank
("First Nationwide") since 1994. In 1988, Mr. Ford led an investor group that
acquired five insolvent thrifts that formed First Gibraltar Bank, FSB ("First
Gibraltar"), at which time Mr. Ford became Chairman of the Board, Chief
Executive Officer and Director. First Gibraltar was at one time the largest
thrift and the fourth largest financial institution in the States of Oklahoma
and Texas, with total assets of approximately $11.0 billion. In January 1993,
First Gibraltar sold substantially all of its deposit operations to Bank of
America. In June 1993, First Gibraltar sold its mortgage banking operations to
Chase Manhattan Bank. In September 1994, First Madison Bank (formerly First
Gibraltar) acquired First Nationwide, the seventh largest thrift in the country
with total assets of approximately $15.0 billion, and changed its name to First
Nationwide. From 1993 to 1994, Mr. Ford was a principal shareholder, Chairman
of the Board and Chief Executive Officer of First United Bank Group, Inc.
("First United"), a multi-bank holding company headquartered in Albuquerque, New
Mexico. First United had banks throughout New Mexico and the western portion of
Texas, with total assets of approximately $4.0 billion. Norwest Corporation
purchased First United in January 1994. In addition, Mr. Ford is the President
and owner of Diamond A-Ford Corporation and Ford Diamond Corporation, which
serves as a general partner of Hunter's Glen along with Mr. Ford. Mr. Ford is a
director of Affiliated Computer Services, Inc., a national provider of
information processing services, First Nationwide Mortgage Corporation, a
national provider of mortgage loan servicing, and Norwest Corporation, a multi-
bank holding company with total assets of approximately $71.0 billion. Mr. Ford
is also President and a Director of First Nationwide (Parent) Holdings, Inc.,
the holding company for First Nationwide Bank. Mr. Ford has served as a trustee
of Children's Medical Foundation, the Dallas Citizens' Council and Southern
Methodist University ("SMU"), Vice Chairman of the Executive
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Board of SMU's Dedman College, and a director of the Dallas Boys & Girls Clubs,
Inc. and the School of American Research in Santa Fe, New Mexico. Mr. Ford is
also a past member of the Board of Regents of the Texas A&M University System,
Texas Tech University and the Texas Tech University Health Sciences Center. Mr.
Ford received his Bachelor of Arts Degree from SMU in 1966 and his law degree
from SMU's School of Law in 1969.
Gene H. Bishop has served as a director of the Company since its formation
in April 1996. Mr. Bishop served as a trustee of the Trust from its formation in
June 1969 until it was terminated in connection with the Reorganization in
August 1996. From November 1991 until his retirement in October 1994, Mr. Bishop
served as the Chairman and Chief Executive Officer of Life Partners Group, Inc.,
a life insurance holding company. From October 1990 to November 1991, Mr. Bishop
was the Vice Chairman and Chief Financial Officer of Lomas Financial Corporation
("Lomas Financial"), a financial services company and the original sponsor of
the Trust. From March 1975 to July 1990, Mr. Bishop was Chairman and Chief
Executive Officer of MCorp Bank Holding Co. ("MCorp"), a bank holding company.
Lomas Financial emerged from bankruptcy proceedings in January 1992, the Trust
emerged from bankruptcy proceedings in April 1994 and MCorp emerged from
bankruptcy proceedings in July 1994. Mr. Bishop is a director of Drew
Industries, Inc., a manufacturing conglomerate, First USA, Inc., a credit card
company, First USA Paymentech, Inc., a credit card payment processor, Southwest
Airlines Co., a passenger airline, and Southwestern Public Service Company, an
electric utility. Mr. Bishop has a B.B.A. in Business and Finance from the
University of Mississippi.
Robert Ted Enloe III has served as a director of the Company since its
formation in April 1996. Mr. Enloe served as a trustee of the Trust from 1975
until it was terminated in connection with the Reorganization in August 1996.
Mr. Enloe began serving as the Trust's President in March 1975, and as its Chief
Executive Officer in April 1992, and resigned from those positions in August
1996. From March 1975 until August 1991 Mr. Enloe was the President and a
director of Lomas Financial. The Trust emerged from bankruptcy proceedings in
April 1994 and Lomas Financial emerged from bankruptcy proceedings in January
1992. Mr. Enloe is a director of Compaq Computer Corporation, a manufacturer of
personal computers and servers, Leggett & Platt, Inc., a diversified
manufacturer of foam, plastic, steel and wire components for the automotive,
home furnishings and office equipment industries, and SIXX Holdings,
Incorporated, a restaurant company that operates the Patrizio Italian
restaurants in Dallas, Texas. Mr. Enloe is also a trustee of Homebuilders
Capital Company, a specialized finance company which provides single-family
construction financing to professional home builders. Mr. Enloe has a B.S. in
Petroleum Engineering from Louisiana Polytechnic University and a J.D. from
Southern Methodist University.
Harvey B. Cash has been a general partner of InterWest Partners, a
venture capital fund, since 1985. He has served as a Director of Cyrix
Corporation ("Cyrix") since March 1988 and as Chairman of the Board of Cyrix
since April 1988. He also serves as Chairman of Cyrix's Compensation Committee
and on Cyrix's Audit Committee. Mr. Cash is also the managing general partner
of the Berry Cash Southwest Partnership, a venture capital fund, and serves on
the Boards of Directors of ProNet, Inc., Aurora Electronics, Inc., BenchMarq
Microelectronics, Inc., AMX
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Corporation, I/2/ Technologies, Inc. and Heritage Media Corporation. Mr. Cash
was employed by InteCom Corporation, a telecommunications company, as Vice
President of Business Strategy from 1982 to 1983. He was a co-founder of Mostek
Semiconductor Corporation ("Mostek"), a company that designed, manufactured and
marketed semiconductors and was acquired by United Technologies, which
subsequently sold Mostek to SGS-Thomson Microelectronics, Inc. ("SGS-Thomson").
Mr. Cash was a director of Mostek and served as Executive Vice President with
various marketing and engineering responsibilities from 1969 to 1981. Mr. Cash
was also employed by Texas Instruments as a marketing manager from 1964 to 1969.
Mr. Cash has a B.S. in Electrical Engineering from Texas A&M University and an
M.B.A. from Western Michigan University.
Gary Shultz has served as President, Chief Executive Officer and
Director of Global Apparel, Inc., a manufacturer and importer of apparel since
April, 1986. Mr. Shultz has also served as a Director of Sertex Enterprises,
Inc., a company owning several Burger King franchises, since January, 1994. Mr.
Shultz was President of Stockton Mfg. Co. from 1971 to 1980, and President,
Chief Executive Officer and Director of FWI, Inc. from 1980 to 1986. Mr. Shultz
has a B.B.A. in Accounting from the University of North Texas.
MEETINGS AND COMMITTEES OF DIRECTORS
TRUST
The Trustees of the Trust held nine meetings during the Trust's fiscal
year ended June 30, 1996. No Trustee attended fewer than 75% of such meetings.
Prior to termination of the Trust in August 1996, the Board of
Trustees of the Trust had two standing committees: the Audit Committee and the
Compensation Committee. Neither the Audit Committee nor the Compensation
Committee, each of which was comprised solely of Mr. Bishop and Mr. Edward W.
Rose III, met during fiscal 1996.
COMPANY
No meeting of the Company's Board of Directors, or any committee
thereof, has been held since the Company was formed in April 1996.
The Board of Directors has two standing committees: the Audit
Committee and the Compensation Committee. The Board of Directors has no
nominating committee or other committee which performs similar functions.
The Audit Committee reviews the results and scope of the annual audit
and other services provided by the Company's independent accountants. The
current members of the Audit Committee are Messrs. Bishop and Enloe. If elected
to serve on the Board of Directors at the Annual Meeting,
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Messrs. Cash and Shultz will serve as the members of the Audit Committee for the
Company's fiscal year ending June 30, 1997.
The Compensation Committee reviews and approves the salaries and other
compensation that the Company pays its executive officers. The current members
of the Compensation Committee are Messrs. Bishop and Enloe. If elected to serve
on the Board of Directors at the Annual Meeting, Messrs. Cash and Shultz will,
along with Mr. Ford, serve as the members of the Compensation Committee for the
Company's fiscal year ending June 30, 1997.
MANAGEMENT COMPENSATION
EXECUTIVE OFFICER COMPENSATION
The following table sets forth certain information with respect to
compensation paid or accrued by the Trust during the fiscal years ended June 30,
1996, 1995 and 1994, to the Trust's Chief Executive Officer, Mr. Enloe, and the
Trust's Senior Vice President, Treasurer and Secretary, Mr. Bradley S.
Buttermore (each, a "named executive officer"). As no other executive officer
of the Trust earned more than $100,000 during those years, the table does not
include any other individuals.
<TABLE>
<CAPTION>
ANNUAL COMPENSATION
------------------------------------
OTHER ANNUAL ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY ($) BONUS COMPENSATION COMPENSATION
- ----------------------------- ---- ---------- --------- ------------ ------------
<S> <C> <C> <C> <C> <C>
Robert Ted Enloe III,........ 1996 $120,000 $100,000 $32,985(1) $ 27,597(2)
President and Chief 1995 $396,671 -- -- $499,893(3)
Executive Officer 1994 $435,400 $361,590 -- $ 26,600(4)
Bradley S. Buttermore,....... 1996 $ 72,000 $ 50,000 -- --
Senior Vice President, 1995 $ 44,167 -- -- --
Treasurer and Secretary 1994 -- -- -- --
- ---------------------
</TABLE>
(1) The amount shown includes $16,728 paid to Mr. Enloe for club dues and
expenses and $13,403 paid to Mr. Enloe for the engagement of a tax
accountant.
(2) This amount is comprised of: (i) fees for service as a trustee of $21,800,
and (ii) term life insurance premiums of $5,797.
(3) This amount is comprised of : (i) a severance payment of $472,679 paid in
connection with the non-renewal of Mr. Enloe's employment agreement, (ii)
fees for service as a trustee of $16,700, and (iii) term life insurance
premiums of $10,514.
(4) This amount was for service as a trustee.
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TRUSTEE COMPENSATION
The Trust paid each trustee a monthly retainer of $900, and $500 for each
meeting of the trustees or any committee thereof attended. In addition, the
Trust reimbursed each trustee for his travel and related expenses when attending
meetings or otherwise performing services on behalf of the Trust. The Trust
also adopted a retirement plan for trustees who attained the age of 75 during
their term of office or who attained the age of 65 during their term of office
and had served as trustee for at least 15 years. Pursuant to this retirement
plan, a retiring trustee would serve as a trustee emeritus for the year
immediately after his retirement and would receive compensation equal to the
other trustees for such service. For the four years immediately following
service as a trustee emeritus, the Trust would pay the retired trustee an annual
retirement benefit of $18,000. As a result of the Reorganization, the Company
has assumed the obligations of the Trust under this retirement plan.
DIRECTOR COMPENSATION
The Company currently pays each director other than Mr. Ford a monthly
retainer of $900 and $500 for each meeting of the directors or any committee
thereof attended. In addition, the Company currently reimburses each director
for his travel and related expenses when attending meetings or otherwise
performing services on behalf of the Company.
In connection with the Purchase, the Company and Hunter's Glen agreed
that, until August 16, 1999, the Company would not grant or issue to Mr. Ford or
any of his affiliates or family members any options, rights or warrants to
acquire any equity securities in the Company. In addition, the Company has
agreed that, during this period, it will not pay any salary or other
compensation to any such person or permit any subsidiary or other entity under
the control of the Company to pay any such salary or compensation. In connection
with the Purchase, the Company also agreed that until August 16, 1999, the
Company would only grant options, rights or warrants to acquire equity
securities in the Company to its directors, officers and employees after the
Compensation Committee of the Company's Board of Directors (or if such a
committee does not exist, the independent directors of the Company) approves the
grant. The foregoing prohibitions, however, will not prevent the Company from
granting stock options to the management and other employees of any entity or
business that the Company acquires during such three year period.
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COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
The goals of the Company's compensation program have been to compensate the
Company's executive officers and employees in a manner which advances the
Company toward its overall business objectives, to foster teamwork and to enable
the Company to attract, retain and reward employees who contribute to the
Company's long-term success. The Company's executive officers named in the
compensation table received a base salary, periodic bonuses and other
compensation as determined by the Compensation Committee.
Historically, the Company was in the business of originating and purchasing
real estate mortgage loans. Since emerging from bankruptcy proceedings in 1994,
however, the Company's corporate objectives have related to the management of
its portfolio of foreclosed real property and existing mortgage loans and the
pursuit of new business opportunities that would utilize the Company's net
operating loss carryforwards and maximize shareholder value. Compensation of
executive officers during these periods of transition was adjusted based upon
the Compensation Committee's assessment of the Company's operating performance
and the Company's experience in meeting its new key corporate objectives.
On March 2, 1995, the Board of Trustees elected to terminate Mr. Enloe's
Employment Agreement with the Company, effective March 31, 1995, and to pay to
Mr. Enloe the severance payment provided in Mr. Enloe's Agreement. Mr. Enloe
was then rehired by the Company on a part-time basis at a reduced salary of
$120,000 per year.
In connection with the Purchase, Mr. Enloe agreed to resign as President
and Chief Executive Officer of the Company. On March 8, 1996, the board of
trustees of the Trust approved special bonuses of $100,000 and $50,000 to be
awarded to Mr. Enloe and Mr. Buttermore, respectively, at the closing of the
Purchase. These bonuses were approved in order to induce Messrs. Enloe and
Buttermore to continue in their management roles with the Company until the
Reorganization was completed and, more specifically, to promote the interests of
the Company and its shareholders and maintain quality shareholder communications
during this time.
Gene H. Bishop
Robert Ted Enloe III
10
<PAGE>
PERFORMANCE GRAPH
The Performance Graph shown below was prepared by the Company for use in
this Proxy Statement. Note that historic stock price performance is not
necessarily indicative of future stock performance. The graph was prepared based
upon the following assumptions.
1. On July 1, 1991, $100 was invested in the Trust's Beneficial Shares,
the Real Estate Investment Trust Industry Index compiled by Media
General Financial Services (the "Industry Index") and the New York
Stock Exchange Market Value Index. When this performance graph was
prepared, the Industry Index was composed of those companies included
in SIC Code 6798 (Real Estate Investment Trusts).
2. Dividends are reinvested on the ex-dividend dates.
LIBERTE INVESTORS
COMPARISON OF CUMULATIVE TOTAL RETURN
JULY 1, 1991 - JUNE 30, 1996
[GRAPH APPEARS HERE]
The chart above was plotted using the following data:
<TABLE>
<CAPTION>
JULY 1
-------
1991 1992 1993 1994 1995 1996
----- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
Liberte Investors $ 100 $ 27.50 $ 55.00 $ 70.00 $ 85.00 $145.00
Industry Index $ 100 $123.94 $162.02 $170.55 $181.94 $218.20
New York Stock Exchange $ 100 $113.82 $129.08 $133.58 $159.45 $199.49
Market Value Index
</TABLE>
11
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of October 10, 1996, by (i) each
person known by the Company to be the beneficial owner of 5% or more of the
outstanding shares of Common Stock, (ii) each named executive officer, (iii)
each director of the Company, (iv) each nominee to become a director of the
Company, and (v) all executive officers and directors of the Company as a group.
Except as indicated in the footnotes to the table, the Company believes that the
persons named in the table have sole voting and investment power with respect to
the shares of Common Stock indicated.
<TABLE>
<CAPTION>
SHARES PERCENTAGE
BENEFICIALLY BENEFICIALLY
BENEFICIAL OWNER OWNED(1) OWNED(1)
- ---------------------------- ------------ ------------
<S> <C> <C>
Mr. Gerald J. Ford................ 8,102,439(2) 40.0%
Hunter's Glen/Ford, Ltd.
200 Crescent Court
Suite 1350
Dallas, Texas 75201
Mr. Robert Ted Enloe III.......... 659,000(3) 3.74%
Gene H. Bishop.................... 213,700(4) 1.05%
Harvey B. Cash.................... -0- N/A
Gary Shultz....................... -0- N/A
- ---------------------------------------------------------------------
All executive officers, directors
and nominees as a group (5 persons) 8,975,139 44.31%
</TABLE>
(1) Beneficial ownership is determined in accordance with the rules of the SEC
and generally includes voting or disposition power with respect to
securities.
(2) Hunter's Glen owns 8,102,439 shares of Common Stock. Because Mr. Ford is
one of two general partners of Hunter's Glen, and the sole shareholder of
Ford Diamond Corporation, a Texas corporation and the other general partner
of Hunter's Glen, Mr. Ford is considered the beneficial owner of the shares
of Common Stock that Hunter's Glen owns. All 8,102,439 shares of Common
Stock owned by Hunter's Glen have been pledged as collateral to NationsBank
to secure the repayment by Hunter's Glen to NationsBank of amounts drawn,
or which may be drawn, under a $10,000,000 revolving line of credit
pursuant to which Hunter's Glen may from time to time borrow, repay and
reborrow funds. See "Reorganization and Stock Purchase." If Hunter's Glen
were to default upon its payment or other obligations under such loan
arrangement, NationsBank could foreclose upon its security interest in such
shares. Upon such foreclosure, or transfer to a purchaser at a foreclosure
sale, a change in control of the Company might result.
(3) Mr. Enloe holds 38,000 shares of Common Stock in a Keogh Plan and claims
beneficial ownership of an additional 2,000 shares owned by his wife. The
Enloe Descendants' Trust owns 619,000 shares of Common
12
<PAGE>
Stock. As the investment trustee and a beneficiary under the Enloe
Descendants' Trust, Mr. Enloe is considered the beneficial owner of the
619,000 shares of Common Stock that such trust owns. Mr. Enloe possesses
sole voting and investment power over all 659,000 shares shown in the table
above except that he shares investment power over the 2,000 shares owned by
his wife and lacks voting power with respect to them. On October 4, 1996,
Mr. Enloe filed with the Securities and Exchange Commission (the
"Commission") a Notice of Proposed Sale of Securities on Form 144, which
indicates that Mr. Enloe intends to sell an additional 100,000 shares of
Common Stock which are shown in the table set forth above.
(4) 200,000 shares of such Common Stock are held by Mr. Bishop directly. 8,500
shares are held by Mr. Bishop as trustee of the JHB 1994 Trust, a trust
created for the benefit of Mr. Bishop's son. 5,200 shares are held by Mr.
Bishop as custodian for Andrew Taylor Morris, Mr. Bishop's step-son.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
TRANSACTIONS WITH LOMAS FINANCIAL
The Trust was managed by Lomas Management, Inc. ("LMI") from its inception
in 1969 until February 28, 1995. LMI is a wholly-owned subsidiary of Lomas
Financial Corp. ("LFC"), the original sponsor of the Trust. Mr. Enloe was hired
by the Trust as its full-time president and chief executive officer and the
Trust's first direct employee in 1992. Under a management agreement in effect
prior to July 1, 1992, if the Trust from time to time invested in any first
mortgage construction or acquisition and development note recommended by LMI,
LFC was required to participate, directly or through one or more of its
subsidiaries. Subsequent management agreements made no provision for this
required participation arrangement. On February 28, 1995, the Trust terminated
its management agreement with LMI and assumed all remaining operating and
accounting responsibilities. Any remaining property management requirements for
assets owned with LFC are provided for in the Asset Disposition Agreement
described below.
Effective February 28, 1995, the Trust entered into an "Asset Disposition
Agreement" with ST Lending, Inc. ("STL"), a wholly-owned subsidiary of LFC,
whereby the Trust and STL exchanged their respective ownership positions in a
group of ten assets in order to achieve a separate and distinct ownership
position. The Trust exchanged its 80% ownership interest in six assets, which
80% interest had a net carrying value of approximately $1.2 million (net of
reserves), for STL's 20% ownership interest in four assets, which 20% interest
had a net carrying value of approximately $1.2 million (net of reserves). All
of the assets included in the exchange were interests in real property acquired
by foreclosure and held for sale with the exception of one earning note
receivable with a total outstanding balance of $32,583. No gain or loss was
recognized by the Trust as a result of this transaction.
In addition, a group of approximately 14 receivables, which had no carrying
value and related primarily to deficiency notes obtained during the original
foreclosure process or receivables obtained through remedial collection
activities, remained 80% owned by the Trust and 20% owned by STL. The 14
receivables had face amounts which ranged in size from $9,875 to $2,494,118.
These receivables had no carrying value because they were unsecured and
collections could not be estimated as to timing or amount. The Asset
Disposition Agreement stipulated that the Trust would
13
<PAGE>
pay STL 10% of its gross proceeds received, if any, in addition to STL's 20%
ownership, from this pool of receivables in return for STL's asset
administration. STL's asset administration ceased approximately one year
following the signing of the asset disposition agreement and any remaining
assets were transferable to the Trust for no consideration.
In accordance with the Asset Disposition Agreement, STL's interest in the
remaining unliquidated deficiency notes and/or judgments were transferred to the
Trust in April of 1996.
On April 24, 1996, the Trust entered into a supplement (the "Supplement")
to the Asset Disposition Agreement. The Supplement transferred ownership of LNC
Holdings, Inc., whose sole asset is approximately 40 acres of undeveloped
commercial real estate that is fully encumbered by tax liens, to the Trust and
set forth the terms under which LMI will continue to manage the real estate. The
Supplement further describes the method of allocating the funds to be paid to
the Trust and STL with respect to a proposed settlement agreement for a
deficiency note receivable (which was received by the Trust in June 1996 in the
amount of approximately $8,000). The Trust also exchanged its 50% interest,
representing $212,000 of principal, in a note the Trust has classified as non-
earning, which has a legal rate of interest per annum of 1 1/2% over the prime
rate, for STL's 20% interest, representing $269,000 of principal, in a note the
Trust classified as earning, bearing interest at the rate per annum of 2% over
the prime rate. The exchange of these notes resulted in the Trust owning 100% of
an interest bearing note, secured by 72 lots in Murrieta, California. The
difference in the exchange value resulted in the recording of $31,000 of
interest income, which the Trust was owed on the non-earning asset. The
remaining difference of $26,000 was applied as a discount to the carrying value
on the note received and will be amortized to income over the life of the loan.
In accordance with the Asset Disposition Agreement and the Supplement, in
fiscal 1996, STL received compensation of $69,237 from the Trust for their asset
administration and collection services.
PROMISSORY NOTE FROM ROBERT TED ENLOE III
In October 1993, Mr. Enloe, a Director of the Company, exercised options to
purchase 650,000 of the Trust's Beneficial Shares at the Trust's request several
days before the Trust filed its Chapter 11 bankruptcy petition because the
existence of unexercised options at the time of the filing could have adversely
affected the future utilization of the Trust's NOL carryforwards. Mr. Enloe
delivered cash of $121,875 and a promissory note to the Trust in payment of the
aggregate exercise price. This promissory note had an original principal
balance of $365,625 and was due in April 1999. Under the terms of the note,
interest accrued at 5% per annum and was added to the principal balance semi-
annually. The promissory note was secured by the 650,000 Beneficial Shares that
Mr. Enloe received when he exercised the options. Mr. Enloe's personal
liability on the note, however, was limited to $53,304.
14
<PAGE>
Mr. Enloe repaid the outstanding principal and interest balance on this
note on June 18, 1996. At the time of repayment, the principal and accrued but
unpaid interest owed under the note was $416,787.
STOCK PURCHASE BY AN AFFILIATE OF MR. FORD
See "Reorganization and Stock Purchase" for a description of the
transaction pursuant to which an affiliate of Mr. Ford purchased 8,102,439
shares of Common Stock in August 1996.
REGISTRATION RIGHTS
In connection with the Purchase, Hunter's Glen and the Company entered into
a Registration Rights Agreement (the "Purchaser Registration Rights Agreement"),
pursuant to which Hunter's Glen and certain subsequent holders of the shares of
Common Stock (the "Hunter's Glen Shares") acquired in the Purchase were granted
certain registration rights with respect to such shares until (i) such shares
have been sold pursuant to a resale registration statement filed with the
Commission, (ii) such shares have been sold under the safe-harbor provision of
Rule 144 under the Securities Act of 1933, as amended (the "Securities Act"), or
(iii) such shares have been otherwise transferred and the Company has issued new
stock certificates representing such shares without a legend restricting further
transfer. The holders of not less than 20% of the Hunter's Glen Shares may
require the Company to file a shelf registration statement registering their
sale of such shares. The Company will be required to maintain the effectiveness
of such registration statement for two years. In addition, the holders of not
less than 20% of the Hunter's Glen Shares may make two demands upon the Company
to register their sale of such shares in underwritten offerings, provided that
the shares to be sold have a fair market value in excess of $5.0 million.
Finally, the holders of the Hunter's Glen Shares may require the Company to
register the sale of their shares if the Company proposes to file a registration
statement under the Securities Act for its account or the account of its
securityholders, other than a registration statement concerning a business
combination, an exchange of securities or an employee benefit plan. The holders
of these registration rights may exercise them at any time during the period
beginning on August 16, 1997 and ending when the holders of such shares own an
aggregate of less than 5% of the outstanding shares of Common Stock and are no
longer affiliates of the Company under the United States federal securities
laws. The Company will bear all of the expenses of these registrations, except
any underwriters' commissions, discounts and fees, and the fees and expenses of
any legal counsel to the holders of the Hunter's Glen Shares.
At the closing of the Purchase, Hunter's Glen, the Company and certain
other persons entered into an Agreement Clarifying Registration Rights (the
"Agreement Clarifying Registration Rights"). Under this agreement, the
registration rights that the Trust had previously extended to 400,000 Beneficial
Shares owned by the Enloe Descendants' Trust were extended to the 759,000 shares
of Common Stock that the Enloe Descendants' Trust, Mr. Enloe and his wife owned
upon the consummation of the Reorganization and the Purchase. The Agreement
Clarifying Registration Rights also defined the relationship between these
registration rights and the registration rights extended under the Purchaser
Registration Rights Agreement. The Agreement Clarifying
15
<PAGE>
Registration Rights generally permits Hunter's Glen to require the Company to
register the sale of its shares in connection with any exercise of demand
registration rights by the Enloe Descendants' Trust, and permits the Enloe
Descendants' Trust, Mr. Enloe and his wife to require the Company to register
the sale of their shares in connection with any exercise of demand registration
rights by Hunter's Glen. In addition, this Agreement provides that the Enloe
Descendants' Trust, Mr. Enloe, his wife and Hunter's Glen will not publicly sell
their shares of Common Stock during the period beginning ten days before the
filing of a registration statement in connection with certain underwritten
offerings and ending ninety days after the effective date of such registration
statement. Finally, the Agreement Clarifying Registration Rights provides that
the registration rights with respect to the shares of Common Stock held by the
Enloe Descendants' Trust, Mr. Enloe and his wife will be transferable to the
subsequent holders of such shares.
DIRECTOR AND OFFICER INDEMNIFICATION
The Company has entered into indemnification agreements with each of its
directors and executive officers pursuant to which the Company has agreed to
indemnify the director or executive officer to the fullest extent permitted by
law, and to advance expenses, if the director or executive officer becomes a
party to, or witness or other participant in, any threatened, pending or
completed action, suit or proceeding (a "Claim") by reason of any occurrence
related to the fact that such person is or was a director, officer, agent or
fiduciary of the Company or a subsidiary of the Company, or another entity at
the Company's request (an "Indemnifiable Event"), unless a reviewing party
(either outside counsel or a committee of the Board of Directors) determines
that the person would not be entitled to indemnification under applicable law.
In addition, if a change in control or a potential change in control of the
Company occurs and if the person indemnified so requests, the Company will
establish a trust for the benefit of the indemnitee and fund the trust in an
amount sufficient to satisfy all expenses reasonably anticipated at the time of
the request to be incurred in connection with any Claim relating to an
Indemnifiable Event. The reviewing party will determine the amount to be
deposited in the trust. An indemnitee's rights under the indemnification
agreements are not exclusive of any other rights under the Company's Certificate
of Incorporation or Bylaws or applicable law.
SECTION 16(a)
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors, executive officers and
holders of more than 10% of its shares of Common Stock to file with the
Commission and the New York Stock Exchange initial reports of ownership of
shares of Common Stock and reports of changes in such ownership. The
Commission's rules require such persons to furnish the Company with copies of
all Section 16(a) reports that they file. Section 16(a) also applied to the
trustees, executive officers and holders of more than 10% of the Trust's
Beneficial Shares prior to termination of the Trust in August 1996. Based solely
upon a review of the copies of such reports furnished to the Trust by its
trustees,
16
<PAGE>
executive officers and holders of more than 10% of the Beneficial Shares of the
Trust, and written representations that no other reports were required with
respect to the year ended June 30, 1996, the Company believes that all persons
required to comply with Section 16(a) complied with all applicable Section 16(a)
filing requirements for such year on a timely basis.
COMPENSATION COMMITTEE INTERLOCKS
AND INSIDER PARTICIPATION
The Compensation Committee of the Trust for the Trust's fiscal year ended
June 30, 1996 consisted of Messrs. Bishop and Rose, neither of which was an
employee of the Trust or any of its subsidiaries during such year. Mr. Bishop,
however, was formerly an officer of the Trust. The Compensation Committee
reviewed and approved the salary and other compensation that the Trust paid to
its executive officers.
ADDITIONAL INFORMATION
SOLICITATION
This solicitation of proxies is made by the Board of Directors and will be
conducted primarily by mail. Officers, directors and employees of the Company
may solicit proxies personally or by telephone, telegram or other forms of wire
or facsimile communication. The Company may also request banking institutions,
brokerage firms, custodians, nominees and fiduciaries to forward solicitation
material to the beneficial owners of Common Stock that those companies hold of
record. The costs of the solicitation, including reimbursement of such
forwarding expenses, will be paid by the Company.
STOCKHOLDER PROPOSALS
Any stockholder who wishes to submit a proposal for inclusion in the proxy
material and for presentation at the Company's 1997 Annual Meeting of
Stockholders must forward such proposal to the Secretary of the Company at 600
N. Pearl Street, Suite 420, Dallas, Texas 75201 so that the Secretary receives
it no later than June 27, 1997.
CHANGE IN INDEPENDENT ACCOUNTANTS
In September 1996, the Company dismissed Ernst & Young LLP as its
independent accountants. The decision to dismiss Ernst & Young LLP was made by
the Company's management and was ratified by the Company's Board of Directors on
October 14, 1996. No report of Ernst & Young LLP on the Company's financial
statements for either of the past two fiscal years contained an adverse opinion
or a disclaimer of opinion, or was qualified or modified as to uncertainty,
audit scope or accounting principles. During the Company's two most recent
fiscal years and through the
17
<PAGE>
date of dismissal of Ernst & Young LLP, there were no disagreements with Ernst &
Young LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure, which disagreements, if
not resolved to the satisfaction of Ernst & Young LLP, would have caused it to
make reference to the subject matter of the disagreements in its reports.
During the Company's two most recent fiscal years and through the date of
dismissal in 1996, Ernst & Young LLP did not advise the Company that any of the
following circumstances existed: (1) that the internal controls necessary for
the Company to develop reliable financial statements do not exist; (2) that
information had come to their attention that made them no longer able to rely on
management's representations, or that made them unwilling to be associated with
the financial statements prepared by management; (3) that they needed to expand
significantly the scope of their audit of the Company; or (4) that information
had come to their attention that materially affected, or if investigated further
may have materially affected, the fairness or reliability of a previously issued
audit report or financial statements or the fairness of financial statements
issued or to be issued for fiscal periods following the last audit report. KPMG
Peat Marwick LLP was engaged as the Company's independent accountants in
September 1996.
ANNUAL REPORT
The Company's annual report to stockholders for the year ended June 30,
1996, including financial statements, is being mailed herewith to all
stockholders entitled to vote at the Annual Meeting. The annual report does not
constitute a part of the proxy solicitation material.
By Order of the Board of Directors,
/s/ NANCY FOEDERER
Nancy J. Foederer
Secretary
18
<PAGE>
P
R
O
X
Y
LIBERTE INVESTORS INC.
BOARD OF DIRECTORS PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS AT
10:00 AM, FRIDAY, NOVEMBER 15, 1996
LE MERIDIEN HOTEL
650 NORTH PEARL STREET
DALLAS, TX 75201
The undersigned hereby constitutes and appoints each of Gerald J. Ford and
Nancy J. Foederer his or her true and lawful agents and proxies with full power
of substitution in each to represent the undersigned, with all the powers which
the undersigned would possess if personally present, and to vote the Common
Stock of Liberte Investors Inc. held of record by the undersigned on the record
date, at the Annual Meeting of Stockholders of Liberte Investors Inc., to be
held at the Le Meridien Hotel, 650 North Pearl Street, Dallas, Texas 75201, on
November 15, 1996, at 10:00 a.m. local time, and at any adjournment or
postponement thereof, on all matters coming before said meeting.
(change of address)
ELECTION OF DIRECTORS: To elect
each of Messrs. Gene H. Bishop,
Harvey B. Cash, Robert Ted
Enloe, III, Gerald J. Ford and
Gary Shultz to serve until the
next Annual Meeting of
Stockholders and until their
successors are duly elected and
qualified or their earlier
death, resignation or removal
from office.
--------------------------------------------
--------------------------------------------
--------------------------------------------
--------------------------------------------
(If you have written in the above space,
please mark the corresponding box on the
reverse side of this card.)
SEE REVERSE SIDE
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF ALL NOMINEES FOR
DIRECTOR AND FOR PROPOSAL 2.
LIBERTE INVESTORS INC.
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF
THE COMPANY FOR THE ANNUAL MEETING, NOVEMBER 15, 1996
You are encouraged to specify your vote by marking the appropriate box ON THE
REVERSE SIDE but you need not mark any box if you wish to vote in accordance
with the Board of Directors' recommendations which are FOR the election of the
named nominees as directors and FOR Proposal 2. The Proxies cannot vote your
shares unless you sign and return this card. This Proxy may be revoked in
writing at any time prior to the voting thereof.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
<PAGE>
Please mark your votes as in this example.
X
SHARES IN YOUR NAME
- --------------------------------------------------------------------------------
1. Election of Directors (except as provided to the contrary below)
FOR WITHHELD
FOR
AGAINST
ABSTAIN
2. To ratify the selection of KPMG Peat Marwick LLP as independent accountants
for the Company for the fiscal year ending June 30, 1997.
(Instruction: To withhold authority to vote for any individual nominee(s) write
that nominee's name on the space provided below):
- ----------------------
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
AND WILL AUTHORIZE THE PROXIES TO TAKE ACTION IN THEIR DISCRETION UPON OTHER
MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING. IF NO DIRECTION IS MADE,
THIS PROXY WILL BE VOTED IN ACCORDANCE WITH THE RECOMMENDATIONS OF THE BOARD OF
DIRECTORS. PROXIES ARE AUTHORIZED TO VOTE UPON MATTERS INCIDENT TO THE CONDUCT
OF THE MEETING, SUCH AS APPROVAL OF ONE OR MORE ADJOURNMENTS OF THE MEETING FOR
THE PURPOSES OF OBTAINING ADDITIONAL STOCKHOLDER VOTES.
Change of address
BE SURE TO ENTER DATE
SIGNATURE OF STOCKHOLDER(S) _________ DATE ______________________________ 1996
SIGNATURE OF STOCKHOLDER(S) _________ DATE ______________________________ 1996
JOINT OWNERS MUST EACH SIGN. PLEASE SIGN YOUR NAME(S)
EXACTLY AS YOUR NAME(S) APPEAR(S) ON THIS CARD. WHEN
SIGNING AS ATTORNEY, TRUSTEE, EXECUTOR, ADMINISTRATOR,
GUARDIAN OR CORPORATE OFFICER, PLEASE GIVE YOUR FULL
TITLE). (PLEASE SIGN, DATE, AND MAIL TODAY)
LIBERTE INVESTORS INC.
THIS IS YOUR PROXY
Dear Stockholder:
Your Proxy is being solicited by the Board of Directors of Liberte Investors
Inc. for the Annual Meeting of Stockholders to be held on November 15, 1996, at
10:00 a.m, local time, at the Le Meridien Hotel, 650 North Pearl Street,
Dallas, Texas 75201.
Enclosed with this Proxy is a Proxy Statement containing important information
about the matters that you are being asked to approve.
Your vote is important. Whether or not you plan to attend the Annual Meeting,
you can be sure your shares are represented at the meeting by promptly
returning your completed Proxy card prior to the Annual Meeting.
Please mark the boxes on the Proxy card above to indicate how your shares are
to be voted, then sign the card, detach it and return your Proxy card in the
enclosed envelope.
Thank you in advance for your prompt consideration of these matters.
