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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 75-1328153
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(State or Other Jurisdiction of Incorporation) (IRS Employer
Identification No.)
600 NORTH PEARL STREET, SUITE 420, DALLAS, TEXAS 75201
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(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
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Common Stock, par value $0.01 per share New York Stock Exchange
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SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
Not applicable
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(Title of Class)
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(Title of Class)
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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
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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:
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EXHIBIT NO. DESCRIPTION
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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)
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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).
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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
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Name: Nancy J. Foederer
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Title: Secretary
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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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)
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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).
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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.
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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
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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
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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.
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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
