<PAGE> 1
OMB APPROVAL
------------
OMB NUMBER: 3235-0145
Expires: October 31, 2002
Estimated average burden
hours per form..............14.9
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
LIBERTE INVESTORS INC.
----------------------
(Name of Issuer)
COMMON STOCK
----------------------------
(Title of Class of Securities)
530154-10-3
------------
(CUSIP Number)
WITH A COPY TO:
GERALD J. FORD MICHAEL M. BOONE
HUNTER'S GLEN/FORD, LTD. HAYNES AND BOONE, LLP
200 CRESCENT COURT, 901 MAIN STREET
SUITE 1350 SUITE 3100
DALLAS, TEXAS 75201 DALLAS, TEXAS 75202-3789
(214) 873-5131 (214) 651-5000
-----------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
JULY 18, 2000
-----------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the Schedule, including all exhibits. See Section 240.13d-7 for other
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE> 2
Page 2 of 8 Pages
--- ---
SCHEDULE 13D
CUSIP No. - 530154-10-3
-------------------------------------------------------------------------------
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
1
Gerald J. Ford, individually and as the sole trustee and sole
grantor of Turtle Creek Revocable Trust
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF, BK
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 645,800
SHARES ----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 8,002,439
OWNED BY ----------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 645,800
REPORTING ----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 8,002,439
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,914,739
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.01%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
-------------------------------------------------------------------------------
<PAGE> 3
Page 3 of 8 Pages
--- ---
SCHEDULE 13D
CUSIP No. - 530154-10-3
-------------------------------------------------------------------------------
NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (entities only)
1
Jeremy Ford
-------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X]
(b) [ ]
-------------------------------------------------------------------------------
3 SEC USE ONLY
-------------------------------------------------------------------------------
4 SOURCE OF FUNDS
PF
-------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
-------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
-------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER 266,500
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY -------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER 266,500
REPORTING -------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER 0
WITH
-------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
266,500
-------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
-------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
-------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
IN
-------------------------------------------------------------------------------
<PAGE> 4
Page 4 of 8 Pages
--- ---
This Amendment No. 2 to Schedule 13D is being filed by Gerald J. Ford, Ford
Diamond Corporation, Hunter's Glen/Ford, Ltd., and the Turtle Creek Revocable
Trust to amend the Amendment 1 to Schedule 13D dated December 2, 1998 filed by
Gerald J. Ford, Ford Diamond Corporation and Hunter's Glen/Ford, Ltd., (the
"Amendment No. 1"): (i) to add a cover page for Jeremy Ford, (ii) to amend Items
1, 4, 7, 8, 9, 10, 11 and 13 of Gerald J. Ford's cover page and (iii) to amend
Items 2, 3, 4, 5, and 7 to incorporate the effects of items (i), (ii) and (iii),
and the acquisition by Gerald J. Ford, as sole trustee and sole grantor of the
Turtle Creek Revocable Trust, of a total of 645,800 shares of Liberte Investors
Inc. common stock, and the acquisition by Jeremy Ford of 266,500 shares of
Liberte Investors Inc. common stock.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 is hereby amended by adding the following:
This Amendment No. 2 to Schedule 13D is being filed by Gerald J. Ford,
individually and as sole trustee and sole grantor of Turtle Creek Revocable
Trust, Ford Diamond Corporation, Hunter's Glen/Ford, Ltd. and Jeremy Ford
(collectively, the "Reporting Persons").
Jeremy Ford's principal occupation is as a financial analyst of California
Federal Bank. The principal business address of Jeremy Ford is 625 Madison
Avenue, 11th Floor, New York, New York 10022. Jeremy Ford is the son of Gerald
J. Ford.
The Turtle Creek Revocable Trust is a trust established under the laws of
Texas for the benefit of Mr. Ford's children. Its business address is 200
Crescent Court, Suite 1350, Dallas, Texas 75201. Mr. Ford is the sole trustee
and sole grantor of the Turtle Creek Revocable Trust.
Neither the Turtle Creek Revocable Trust nor Jeremy Ford has, during the
last five years, been convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors). Neither the Turtle Creek Revocable Trust
nor Jeremy Ford has, during the last five years, been a party to a court
proceeding or a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations or, prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 3 is hereby amended by adding the following:
The $799,500 purchase price of the shares purchased by Jeremy Ford
represent a portion of funds distributed to Jeremy Ford from a trust established
for his benefit.
Of the $2,076,062 aggregate purchase price of the shares purchased by the
Turtle Creek Revocable Trust, $2,000,000 represents funds borrowed under a $40
million revolving credit facility with Bank of America, N.A. Amounts loaned
under the credit facility bear interest, at the option of Mr. Ford, either at
(i) the Prime Rate announced by Bank of America or (ii) LIBOR plus 1% per annum.
Amounts bearing interest at the LIBOR-based rate must be repaid at the end of
the relevant interest period. The remaining $76,062 represents cash from Mr.
Ford's personal funds.
ITEM 4. PURPOSE OF THE TRANSACTION
<PAGE> 5
Page 5 of 8 Pages
--- ---
Item 4 is hereby amended by adding the following:
Mr. Ford and Jeremy Ford acquired the shares of common stock for investment
purposes. Except as described herein, neither has any present plans or
intentions which would result in or relate to any of the transactions described
in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Mr. Ford and Jeremy Ford reserve the right to acquire additional securities
of Liberte Investors Inc., to dispose of such securities at any time, or to
formulate other purposes, plans or proposals regarding Liberte Investors Inc. or
any of its securities, to the extent deemed advisable in light of his general
investment policies, market conditions or other factors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 is hereby amended in its entirety as follows:
(a) and (b).
Hunter's Glen/Ford, Ltd. is the record and beneficial owner of 8,002,439
shares of Liberte Investors Inc. common stock, which represents approximately
39.5% of Liberte Investors Inc.'s outstanding common stock. As a result of the
relationship of Gerald J. Ford to Hunter's Glen/Ford, Ltd., Ford Diamond
Corporation to Hunter's Glen/Ford, Ltd. and Ford Diamond Corporation to Gerald
J. Ford, each Reporting Person may be deemed to have shared power to vote, or
direct the vote of, and to dispose, or direct the disposition of, the 8,002,439
shares of Liberte Investors Inc. common stock owned directly by Hunter's
Glen/Ford, Ltd.
Jeremy Ford is the record and beneficial owner of 266,500 shares of Liberte
Investors Inc. common stock, which represents approximately 1.3% of Liberte
Investors Inc.'s outstanding common stock, and is deemed to have sole power to
vote, or direct the vote of, and to dispose, or direct the disposition of, the
266,500 shares of Liberte Investors Inc. common stock owned directly by Jeremy
Ford.
Gerald J. Ford, as sole trustee and sole grantor of the Turtle Creek
Revocable Trust, is the record owner of 645,800 shares of Liberte Investors Inc.
common stock, which represents approximately 3.2% of Liberte Investors Inc.'s
outstanding common stock. As sole trustee and sole grantor of the Turtle Creek
Revocable Trust, Gerald J. Ford has sole voting and dispositive power over these
shares.
On August 16, 1996, Hunter's Glen/Ford, Ltd. acquired 8,102,439 shares of
common stock of Liberte Investors Inc., representing 40.0% of the 20,256,097
shares of common stock then outstanding, at a price of $2.85 per share. On
February 14, 1997, Hunter's Glen/Ford, Ltd. sold 100,000 shares of common stock
of Liberte Investors Inc., at a price of $2.85 per share, pursuant to a private
sale. The Turtle Creek Revocable Trust made the following purchases since
Amendment No. 1:
<PAGE> 6
Page 6 of 8 Pages
--- ---
<TABLE>
<CAPTION>
Date Quantity Price
----------------- -------- -------------
<S> <C> <C>
November 24, 1999 9,800 $3.0625/share
November 29, 1999 800 $3.1250/share
December 14, 1999 1,300 $3.0625/share
December 14, 1999 5,000 $3.1875/share
December 16, 1999 623,100 $3.1875/share
December 20, 1999 5,800 $3.1250/share
</TABLE>
(c) The following table details the transactions in shares of common stock
of Liberte Investors Inc. by the Reporting Persons in the past 60 days.
<TABLE>
<CAPTION>
Date Transaction Quantity Price
---- ----------- -------- -----
<S> <C> <C> <C>
July 18, 2000 Private Purchase by Jeremy Ford 266,500 $3.00/share
</TABLE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit F: Joint filing Agreement dated July 27, 2000, among Gerald J.
Ford, as an individual and as sole trustee of the Turtle
Creek Revocable Trust, Ford Diamond Corporation, Hunter's
Glen/Ford, Ltd. and Jeremy Ford.
<PAGE> 7
Page 7 of 8 Pages
--- ---
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
July 27, 2000 /s/ GERALD J. FORD
-----------------------------------------------------------
Gerald J. Ford, as an individual and as sole trustee of the
Turtle Creek Revocable Trust
July 27, 2000 FORD DIAMOND CORPORATION, a Texas corporation
By: /s/ GERALD J. FORD
--------------------------------------------------------
Name: Gerald J. Ford
Title: President
July 27, 2000 HUNTER'S GLEN/FORD, LTD, a Texas limited partnership
By: /s/ GERALD J. FORD
--------------------------------------------------------
Name: Gerald J. Ford
Title: General Partner
July 27, 2000
/s/ JEREMY FORD
-----------------------------------------------------------
Jeremy Ford
<PAGE> 8
Page 8 of 8 Pages
--- ---
EXHIBIT F
Agreement Pursuant to Rule 13d-1(k) filed herewith
Pursuant to Rule 13d-1(k) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned agree that the statement to which this Exhibit
is attached is filed on behalf of each of them in the capacities set forth
below.
July 27, 2000 /s/ GERALD J. FORD
-----------------------------------------------------------
Gerald J. Ford, as an individual and as sole trustee of the
Turtle Creek Revocable Trust
July 27, 2000 FORD DIAMOND CORPORATION, a Texas corporation
By: /s/ GERALD J. FORD
--------------------------------------------------------
Name: Gerald J. Ford
Title: President
July 27, 2000 HUNTER'S GLEN/FORD, LTD, a Texas limited partnership
By: /s/ GERALD J. FORD
---------------------------------------------------------
Name: Gerald J. Ford
Title: General Partner
July 27, 2000 /s/ JEREMY FORD
-----------------------------------------------------------
Jeremy Ford
