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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
AUGUST 16, 1996
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(Date of Report--Date of Earliest Event Reported)
LIBERTE INVESTORS INC.
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 16802 75-1328153
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
600 NORTH PEARL STREET, SUITE 420, DALLAS, TEXAS 75201
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(Address of Principal Executive Offices)
(214) 720-8950
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(Registrant's Telephone Number, Including Area Code)
LIBERTE INVESTORS
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(Former Name or Former Address, if Changed Since Last Report)
EXHIBIT INDEX ON PAGE 4.
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Item 5. Other Events.
Liberte Investors, a Massachusetts business trust (the "Trust") and
predecessor to Liberte Investors Inc., a Delaware corporation (the
"Registrant"), held a special meeting of its shareholders on August 15, 1996,
at which the Trust's shareholders approved an amendment to the Trust's
Declaration of Trust permitting it to reorganize into the Registrant, the
reorganization of the Trust into the Registrant, and the sale of 8,102,439
newly issued shares of the Registrant's common stock to Hunter's Glen/Ford,
Ltd., a Texas limited partnership ("Hunter's Glen") and an affiliate of Mr.
Gerald J. Ford.
On August 16, 1996, the Trust consummated its reorganization into the
Registrant and closed the sale of such shares of common stock to Hunter's Glen.
The purchase price for such shares was $23,091,951. Hunter's Glen now owns
approximately 40% of the outstanding shares of common stock of the Registrant.
In connection with such sale, Mr. Ford became one of the three directors of the
Registrant and its Chief Executive Officer.
For further information, see the attached exhibits.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits
<TABLE>
<CAPTION>
No. Description
--- -----------
<S> <C>
2.1 Stock Purchase Agreement dated as of January 16, 1996, between the Trust and Hunter's Glen, as amended by 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 Liberte Investors Inc.'s
Registration Statement on Form S-4, Registration Statement No. 333-07439, originally filed with the SEC on July 2,
1996 (the "Registration Statement")).
2.2 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).
3.1 Form of Seventh Amendment to the Trust's Declaration of Trust (incorporated by reference to Exhibit 3.4 of the
Registration Statement).
99.1 Press Release, dated August 16, 1996.
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[SIGNATURE ON THE NEXT PAGE]
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SIGNATURE
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 hereunto 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
<TABLE>
<CAPTION>
No. Description
--- -----------
<S> <C>
2.1 Stock Purchase Agreement dated as of January 16, 1996, between the Trust and Hunter's Glen, as amended by 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 Liberte Investors Inc.'s
Registration Statement on Form S-4, Registration Statement No. 333-07439, originally filed with the SEC on July 2,
1996 (the "Registration Statement")).
2.2 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).
3.1 Form of Seventh Amendment to the Trust's Declaration of Trust (incorporated by reference to Exhibit 3.4 of the
Registration Statement).
99.1 Press Release, dated August 16, 1996.
</TABLE>
4
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EXHIBIT 99.1
LIBERTE INVESTORS NEWS RELEASE
FOR IMMEDIATE RELEASE Contact: Bradley S. Buttermore
(214) 720-8920
LIBERTE INVESTORS ANNOUNCES REORGANIZATION
INTO A DELAWARE CORPORATION AND SALE OF SHARES
DALLAS, TEXAS -- August 16, 1996 -- Liberte Investors Inc. (NYSE/LBI)
announced today that at its Special Shareholders' Meeting held August 15, 1996,
the shareholders approved an amendment to Liberte's Declaration of Trust
permitting it to reorganize into a Delaware corporation, the reorganization of
Liberte from a Massachusetts business trust into a Delaware corporation, and
the sale of 8,102,439 newly issued shares of common stock to Hunter's
Glen/Ford, Ltd., an affiliate of Mr. Gerald J. Ford.
Today, Liberte consummated its reorganization into a Delaware
corporation and closed the sale of the shares to Mr. Ford's affiliate.
Accordingly, Mr. Ford's affiliate now owns approximately 40% of the outstanding
shares of Liberte. In connection with the sale, Mr. Ford became a director of
Liberte and its Chief Executive Officer.
Additionally, Liberte announced earnings per share and net income
results as follows:
Quarter Ended June 30
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1996 1995
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Net Income (Loss) $20,890 $(99,824)
Earnings Per Share --- $(0.01)
Average shares outstanding 12,153,658 12,153,658
Fiscal Year Ended June 30
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1996 1995
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Net Income (Loss) $835,367 $(2,867,579)
Earnings Per Share $0.07 $(0.23)
Average shares outstanding 12,153,658 12,322,773
