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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
LIBERTE INVESTORS
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(Name of Issuer)
Shares of Beneficial Interest, without par value
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(Title of Class of Securities)
541537-10-6
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(CUSIP Number)
R. Ted Enloe III, Liberte Investors, 600 N. Pearl, Suite 420,
Dallas, TX 75201, (214) 720-8950
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 13, 1995
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(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 Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement /X/. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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 1 of 13 Pages
Index to Exhibits Appears on Page 10
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SCHEDULE 13D
<TABLE>
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CUSIP No. 541537-10-6 Page 2 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Robert Ted Enloe III (S.S. No. ###-##-####)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF, SC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
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7 SOLE VOTING POWER
NUMBER OF 38,000
SHARES ------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 719,000 - See Item 5
EACH ------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 38,000
WITH ------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
721,000 - See Item 5
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
759,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.25%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 3
SCHEDULE 13D
<TABLE>
<CAPTION>
CUSIP No. 541537-10-6 Page 3 of 13 Pages
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Enloe Descendants' Trust
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) [ ]
(B) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
TEXAS
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7 SOLE VOTING POWER
NUMBER OF 0
SHARES ------------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 719,000 - See Item 5
EACH ------------------------------------------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 0
WITH ------------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
719,000 - See Item 5
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
719,000
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.92%
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14 TYPE OF REPORTING PERSON*
00
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE> 4
AMENDMENT NO. 2
to
SCHEDULE 13D
This statement constitutes Amendment No. 2 to and a restatement of the Schedule
13D filed on November 5, 1993, by Robert Ted Enloe III regarding Shares of
Beneficial Interest, without par value (the "Shares"), of Liberte Investors, a
Massachusetts business trust (the "Issuer"), as amended by Amendment No. 1
filed on November 16, 1993.
ITEM 1. SECURITY AND ISSUER.
This statement on Schedule 13D relates to Shares of Beneficial Interest,
without par value (the "Shares"), of Liberte Investors, a Massachusetts
business trust (the "Issuer"), whose principal executive offices are located at
600 N. Pearl, Suite 420, Dallas, Texas 75201, telephone number (214) 720-8950.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c). This statement is filed by the following persons:
(i) Robert Ted Enloe III, an individual whose principal business
address is 600 N. Pearl, Suite 420, Dallas, Texas 75201, telephone
number (214) 720-8950. Mr. Enloe's principal occupation is
President and Chief Executive Officer of the Issuer.
(ii) The Enloe Descendants' Trust (the "Trust"), a trust established
under the laws of the State of Texas for the purpose of serving as
a private trust for the benefit of certain members of the Enloe
family, including Mr. Enloe. The principal address of the Trust
is 600 N. Pearl, Suite 420, Dallas, Texas 75201, telephone number
(214) 720-8950. The trustees of the Trust are Mr. Enloe as
Investment Trustee and Edward W. "Rusty" Rose as Distribution
Trustee. Mr. Rose's principal occupation is serving as the
President of Cardinal Investment Co., Inc. Mr. Rose's principal
business address is 500 Crescent Court, Suite 250, Dallas, Texas
75201, telephone number (214) 871-6805.
(d) During the last five years, neither Mr. Enloe, Mr. Rose nor the Trust has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
(e) During the last five years, neither Mr. Enloe, Mr. Rose nor the Trust has
been a party to a civil proceeding of 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 of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
(f) Mr. Enloe and Mr. Rose are United States citizens. The Trust is a trust
organized under the laws of the State of Texas.
Page 4 of 13 Pages
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On October 22, 1993, the Issuer and Mr. Enloe entered into a letter agreement,
which is attached as Exhibit 6 hereto, that accelerated the vesting
provisions regarding the exercisability of stock options for 650,000 Shares
that had been granted to Mr. Enloe by the Issuer pursuant to a Stock Option
Agreement between Mr. Enloe and the Issuer dated January 31, 1993, for 250,000
Shares at an exercise price of $.15 per Share (the "First Option Agreement")
and the Stock Option Agreement between Mr. Enloe and the Issuer dated May 7,
1993, for 400,000 Shares at an exercise price of $1.125 per Share (the "Second
Option Agreement"; collectively with the First Option Agreement referred to
herein as the "Option Agreements").
Mr. Enloe acquired the 650,000 Shares on October 22, 1993, upon the exercise,
in accordance with the above-described letter agreement, of the stock options
held by Mr. Enloe that had been granted to Mr. Enloe by the Issuer under the
Option Agreements. The First Option Agreement and the Second Option Agreement
are attached as Exhibits 1 and 2, respectively, hereto.
Of the total exercise price for the options of $487,500, Mr. Enloe paid
$121,875 in cash (which amount was provided to Mr. Enloe by the Issuer as a
cash bonus), and $365,625 was paid with a partial recourse promissory note (the
"Note") payable to the Issuer, which Note is attached as Exhibit 7 hereto. The
Note bears interest at the rate of 5% per annum, and the principal and interest
on the Note is due and payable in full on or about April 22, 1999. The
repayment of the Note is secured by the pledge of the 650,000 Shares acquired
by Mr. Enloe in accordance with the terms of a Stock Pledge and Security
Agreement dated October 22, 1993, between Mr. Enloe and the Issuer (the "Pledge
Agreement"), which agreement is attached as Exhibit 8 hereto.
Effective November 13, 1995, Mr. Enloe transferred by gift 719,000 Shares to
the Trust for estate planning purposes. The transaction was a bona fide gift
without consideration. 650,000 of the transferred Shares remain subject to the
Pledge Agreement, and continue to secure Mr. Enloe's payment of the Note. The
agreement of the Issuer approving the transfer of the Shares to the Trust is
attached as Exhibit 9 hereto.
ITEM 4. PURPOSE OF THE TRANSACTION.
The purpose of the acquisition of the Shares by Mr. Enloe was for investment.
Mr. Enloe may make purchases of Shares from time to time and, subject to the
terms of (i) the Pledge Agreement which could affect the disposition of the
650,000 Shares directly held by the Trust upon the occurrence of an event of
default under the Note, and (ii) any applicable laws, he may dispose of any or
all Shares held by him at any time. Any additional acquisitions may be in the
open market or in privately negotiated transactions. Except as set forth
above, Mr. Enloe has no plans or proposals that relate to, or could result in,
any of the matters referred to in paragraphs (b) through (j), inclusive, of
Item 4 of Schedule 13D. Mr. Enloe may, at any time and from time to time,
review or reconsider his position with respect to the Issuer, and formulate
plans or proposals with respect to any of such matters, but Mr. Enloe has no
present intention of doing so.
Mr. Enloe transferred 719,000 Shares to the Trust for estate planning purposes.
The Trust may make purchases of Shares from time to time, and subject to (i)
the Pledge Agreement which could affect the disposition of 650,000 Shares upon
the occurrence of an event of default under the Note, and (ii) any applicable
laws, may dispose of any or all Shares held by the Trust at any time. Any
additional acquisitions may be in the open market or in privately negotiated
transactions.
Page 5 of 13 Pages
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Except as set forth above, the Trust has no plans or proposals that relate to,
or could result in, any of the matters referred to in paragraphs (b) through
(j), inclusive, of Item 4 of Schedule 13D. The Trust may, at any time and from
time to time, review or reconsider its position with respect to the Issuer, and
formulate plans or proposals with respect to any of such matters, but the Trust
has no present intention of doing so.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) According to the Form 10-K/A of the Issuer filed on October 26, 1995,
12,153,658 Shares of the Issuer were outstanding on September 15, 1995.
Accordingly, the 759,000 Shares beneficially owned by Mr. Enloe constitute
approximately 6.25% of the Shares outstanding, and the 719,000 Shares
beneficially owned by the Trust constitute approximately 5.92% of the Shares
outstanding.
(b) Other than as may be affected by the terms of the Pledge Agreement upon the
occurrence of an event of default of the Note, Mr. Enloe, individually and as
Investment Trustee of the Trust, has the sole power to vote or direct the vote
and the sole power to dispose or direct the disposition of 757,000 Shares of
the Issuer, which includes the 719,000 Shares beneficially owned by the Trust.
With respect to 2,000 additional Shares directly owned by Mr. Enloe's wife, Mr.
Enloe shares the power to dispose or direct the disposition of such Shares, but
lacks voting power for such Shares. Mrs. Enloe's principal address is 8823
Briarwood Lane, Dallas, Texas 75209. Mrs. Enloe is engaged in civic and
philanthropic activities. Mrs. Enloe has not, during the past five years, (i)
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) been a party to a civil proceeding of 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 of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws. Mrs. Enloe is a United States citizen.
(c) Mr. Enloe acquired 650,000 Shares of the Issuer on October 22, 1993,
pursuant to the exercise of stock options held by Mr. Enloe that the Issuer
granted to Mr. Enloe pursuant to the Option Agreements attached as Exhibits 1
and 2 hereto. As noted in Item 3, Mr. Enloe exercised options for 250,000 of
the Shares at $0.15 per Share, and exercised options for 400,000 of the Shares
at $1.125 per Share. The 650,000 Shares were authorized but previously
unissued Shares of the Issuer. The Pledge Agreement restricts the transfer of
the 650,000 Shares. Mr. Enloe had registration rights with respect to 400,000
of such Shares, which registration rights have been assigned to the Trust. The
Issuer has consented to the transfer of such Shares to the Trust and the
assignment of the registration rights to the Trust, as noted in Item 6 hereof.
Mr. Enloe acquired the other 69,000 Shares beneficially owned by him pursuant
to a grant to him of 100,000 Shares by the Issuer (Mr. Enloe transferred back
to the Issuer 31,000 of the 100,000 Shares for federal income tax withholding
purposes). Of the 69,000 Shares, 38,000 Shares are held in Mr. Enloe's Keough
Plan, and the remainder have been transferred to the Trust.
In contemplation of implementing a new business plan, in February 1995 the
board of trustees of the Issuer approved, subject to shareholder approval, the
issuance to Mr. Enloe of options to purchase 400,000 Shares at an exercise
price of $1.625 per Share. Prior to obtaining shareholder approval, the Issuer
decided not to implement the new business plan and consequently Mr. Enloe and
the Issuer agreed that the Issuer would not seek shareholder approval of the
options. The Issuer has abandoned such options and the option plan under which
the options were granted, and
Page 6 of 13 Pages
<PAGE> 7
Mr. Enloe has surrendered any claim to the options granted to them under such
stock option plan. Such options never vested and were never exercisable by Mr.
Enloe.
(d) Mr. Enloe has the right to receive or the power to direct the receipt of
dividends from or the proceeds from the sale of 38,000 Shares held by Mr. Enloe
in his Keough Plan. Other than as may be affected by the terms of the Pledge
Agreement which may affect the disposition of 650,000 Shares upon the
occurrence of an event of default under the Note, Mr. Rose, as Distribution
Trustee of the Trust, has the right to receive or the power to direct the
receipt of dividends from or the proceeds from the sale of the 719,000 Shares
owned by the Trust. Mrs. Enloe has the power to direct the receipt of
dividends from or the proceeds from the sale of the 2,000 Shares directly
owned by her.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS, OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
As further described in Item 3 above, Mr. Enloe executed the Pledge Agreement
regarding the pledge to the Issuer of the 650,000 Shares acquired by Mr. Enloe
upon the exercise of his stock options to secure the payment of the Note, which
Note was used as partial consideration for the payment of the exercise price of
such options. The Note and the Pledge Agreement are attached as Exhibits 7 and
8, respectively, hereto. The 650,000 Shares have remained subject to the
Pledge Agreement subsequent to the transfer of such Shares to the Trust.
The Trust has registration rights for 400,000 of the Shares, which rights were
assigned to the Trust by Mr. Enloe. The Issuer has consented to the assignment
of the registration rights, which consent is attached hereto as Exhibit 9.
Except as described in this Item 6, neither Mr. Enloe nor the Trust is a party
to any contracts, arrangements, understandings or relationship (legal or
otherwise) with respect to the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
DESCRIPTION OF EXHIBIT EXHIBIT NUMBER
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<S> <C>
Stock Option Agreement dated January 31, 1993 10.1*
Stock Option Agreement dated May 7, 1993 10.2*
[Deleted] 10.3*
[Deleted] 10.4*
[Deleted] 10.5*
Letter Agreement dated October 22, 1993 10.6*
Promissory Note dated October 22, 1993 10.7*
Pledge and Security Agreement dated October 22, 1993 10.8*
</TABLE>
Page 7 of 13 Pages
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<TABLE>
<S> <C>
Agreement to Transfer of Shares and Registration Rights 10.9
</TABLE>
_____________________________
*Previously filed.
Page 8 of 13 Pages
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SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certifies that the information set forth in this Statement is true,
complete and correct.
DATED: November 21, 1995
/s/ Robert Ted Enloe III
---------------------------------------
Robert Ted Enloe III
ENLOE DESCENDANTS TRUST
By: /s/ Robert Ted Enloe III
------------------------------------
Robert Ted Enloe III
Trustee
Page 9 of 13 Pages
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EXHIBIT INDEX
<TABLE>
<CAPTION>
DESCRIPTION OF EXHIBIT EXHIBIT PAGE
---------------------- ------- ----
NUMBER
------
<S> <C> <C>
Stock Option Agreement dated January 31, 1993 10.1 *
Stock Option Agreement dated May 7, 1993 10.2 *
[Deleted] 10.3 *
[Deleted] 10.4 *
[Deleted] 10.5 *
Letter Agreement dated October 22, 1993 10.6 *
Promissory Note dated October 22, 1993 10.7 *
Pledge and Security Agreement dated October 22, 1993 10.8 *
Agreement to Transfer of Shares and Registration Rights 10.9 11
</TABLE>
________________________
*Previously filed.
Page 10 of 13 Pages
<PAGE> 1
AGREEMENT REGARDING REGISTRATION RIGHTS,
AMENDMENT OF STOCK OPTION AGREEMENT, AND
RATIFICATION OF PLEDGE AGREEMENT
This Agreement Regarding Registration Rights, Amendment of Stock Option
Agreement, and Ratification of Pledge Agreement is dated as of the 13th day of
November, 1995, and is by and among Liberte Investors, a Massachusetts business
trust (the "Issuer"), R. Ted Enloe III, an individual ("Enloe"), and the Enloe
Descendants' Trust, a Texas trust (the "Trust").
RECITALS
WHEREAS, the issuer has previously granted Enloe options to purchase
400,000 shares of beneficial interest ("Shares") of the Issuer pursuant to a
Stock Option Agreement dated as of May 7, 1993 (the "Option Agreement");
WHEREAS, Enloe has exercised such options and presently holds such 400,000
Shares;
WHEREAS, the Option Agreement granted Enloe registration rights with
respect to such 400,000 Shares;
WHEREAS, as part of a larger transfer of 719,000 Shares to the Trust, Enloe
desires to transfer the 400,000 Shares and the related registration rights to
the Trust;
WHEREAS, the Issuer and Enloe desire clarification of certain terms of the
Option Agreement;
WHEREAS, Enloe has requested the Issuer's consent to the transfer of
719,000 Shares to the Trust; and
WHEREAS, the Trust desires to ratify the Stock Pledge and Security
Agreement.
AGREEMENT
NOW, THEREFORE, in consideration of the recitals, agreements and covenants
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree
as follows:
1. Amendment of Option Agreement:
(a) Section 9(h) of the Option Agreement is hereby amended and restated in
its entirety as follows:
"The Executive's rights under this Section 9 shall terminate when he
(or any affiliate of Executive, including without limitation the Enloe
Descendants' Trust) no longer owns any Registrable Securities."
(b) Section 10(e) of the Option Agreement is hereby amended and restated
in its entirety as follows:
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<PAGE> 2
"The Executive's rights under this Section 10 shall terminate when he (or
any affiliate of Executive, including without limitation the Enloe Descendants'
Trust) no longer owns any Registrable Securities."
2. Assignment of Registration Rights. Enloe hereby assigns, conveys and
sets over to the Trust, and the Trust hereby accepts such assignment,
conveyance and setting over, of Enloe's registration rights under Sections 9
and 10 of the Option Agreement (the "Registration Rights").
3. Consent to Assignment of Registration Rights. The Issuer hereby
consents to and acknowledges the assignment by Enloe to the Trust of the
Registration Rights.
4. Consent to Transfer of Shares. The Issuer hereby consents to the
transfer by Enloe of 719,000 Shares to the Trust.
5. Ratification of Stock Pledge and Security Agreement. The Trust hereby
acknowledges that 650,000 Shares of the 719,000 Shares transferred to it by
Enloe shall remain subject to the Pledge Agreement.
[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the undersigned have caused this Agreement to be
executed and delivered as of the day and year first written above.
LIBERTE INVESTORS
By: /s/ Edward W. Rose
--------------------------------
Edward W. Rose
Trustee
/s/ R. Ted Enloe III
-----------------------------------
R. Ted Enloe III
ENLOE DESCENDANTS' TRUST
By: /s/ R. Ted Enloe III
--------------------------------
R. Ted Enloe III
Investment Trustee
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