<PAGE>
OMB APPROVAL
--------------------------
OMB Number: 3235-0145
Expires: October 31, 1997
Estimated average burden
hours per response...14.90
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8)*
LIBERTE' INVESTORS f/k/a
LOMAS & NETTLETON MORTGAGE INVESTORS
- --------------------------------------------------------------------------------
(Name of Issuer)
SHARES OF BENEFICIAL INTEREST WITHOUT PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
541537 10 6
---------------------------------------------
(CUSIP Number)
Edward W. Rose III
Willowwood Partners, L.P.,
500 Crescent Court, Suite 250, Dallas, Texas 75201
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 26, 1996
---------------------------------------------
(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 [_]. (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 24 pages
Exhibit Index on Page 23
<PAGE>
SCHEDULE 13D
- ----------------------- -----------------------
CUSIP No. 541537 10 6 Page 2 of 24 Pages
- ----------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Willowwood Partners, L.P.
75-2338632
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 976,164
PERSON ----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
976,164
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
976,164
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*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>
SCHEDULE 13D
- ----------------------- -----------------------
CUSIP No. 541537 10 6 Page 3 of 24 Pages
- ----------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward W. Rose III
###-##-####
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 976,164
PERSON ----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
976,164
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
976,164
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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>
SCHEDULE 13D
- ----------------------- -----------------------
CUSIP No. 541537 10 6 Page 4 of 24 Pages
- ----------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lela Helen Rose Trust
75-6261476
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 10,000
PERSON ----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*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>
SCHEDULE 13D
- ----------------------- -----------------------
CUSIP No. 541537 10 6 Page 5 of 24 Pages
- ----------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William Edward Rose Trust
75-6261475
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
00
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 10,000
PERSON ----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
10,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*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>
SCHEDULE 13D
- ----------------------- -----------------------
CUSIP No. 541537 10 6 Page 6 of 24 Pages
- ----------------------- -----------------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Evelyn P. Rose
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[X]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
AF
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED [_]
PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY ----------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 20,000
PERSON ----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
-0-
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
20,000
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,000
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [X]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*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>
Willowwood Partners, L.P., a limited partnership organized under the
Delaware Revised Limited Partnership Act (the "Partnership"), and certain other
persons hereby supplement and amend their Statement on Schedule 13D originally
filed on August 8, 1990, as previously amended on October 23, 1990, June 5,
1991, September 3, 1991, January 7, 1992, April 6, 1992, September 22, 1994 and
February 24, 1995 (the "Schedule 13D"), with respect to their beneficial
ownership of Shares of Beneficial Interest without par value of Liberte
Investors f/k/a Lomas & Nettleton Mortgage Investors. This Amendment reflects
the deletion of Marshall B. Payne as a reporting person under the Schedule 13D
and certain dispositions by persons who are reporting persons under this
Schedule 13D. Capitalized terms not defined herein have the meanings ascribed
to them in the Schedule 13D.
Item 1. Security and Issuer.
-------------------
This statement relates to the Shares of Beneficial Interest without
par value (the "Shares") of Liberte Investors f/k/a Lomas & Nettleton Mortgage
Investors (the "Issuer"). The address of the principal executive offices of the
Issuer is 600 N. Pearl Street, Suite 420, LB #168, Dallas, Texas 75201.
Item 2. Identity and Background.
-----------------------
(a)-(c) This Schedule 13D is being filed by Willowwood Partners,
L.P., a limited partnership organized under the Delaware Revised Limited
Partnership Act (the "Partnership"). A copy of the Agreement of Limited
Partnership (the "Partnership Agreement") is attached hereto as Exhibit 1 and is
incorporated herein by reference. The Partnership has not conducted any business
except in connection with the acquisition of Shares. The principal office of the
Partnership is located at 500 Crescent Court, Suite 250, Dallas, Texas 75201.
The general partner of the Partnership (the "General Partner") is
Cardinal Portfolios Company, a sole proprietorship wholly-owned by Edward W.
Rose III. Cardinal Portfolios Company is primarily engaged in the business of
investing in securities. Edward W. Rose III is the President of Cardinal
Investment Company, Inc. ("Cardinal"), a Texas corporation primarily engaged in
the securities
Page 7 of 24 pages
<PAGE>
brokerage business. In addition to serving as general partner of the
Partnership, Cardinal Portfolios Company also serves as the Partnership's
Managing Agent and is sometimes referred to herein as "Managing Agent." The
principal business office of each of Mr. Rose, the General Partner and Cardinal
is located at 500 Crescent Court, Suite 250, Dallas, Texas 75201.
The limited partners of the Partnership (the "Limited Partners"; the
General Partner and the Limited Partners being referred to herein as the
"Partners") are Kaiser-Francis Oil Company ("KF") and the Rebecca/Elizabeth
Trust ("RET"). KF is a Delaware corporation and is indirectly wholly owned by
George B. Kaiser, whose principal occupation is President and Chief Executive
Officer of KF. KF is primarily engaged in oil and gas exploration, production
and reserve acquisition. The principal business office of each of Mr. Kaiser and
KF is located at 6733 South Yale, Tulsa, Oklahoma 74136. RET is a trust
organized under the laws of the state of Texas for the benefit of certain
members of the family of Robert Ted Enloe III. The Trustee of RET is Mr. Rose.
The beneficiaries of RET are Mr. Enloe's wife and Mr. Enloe's two children. RET
has not conducted any business except in connection with the activities of the
Partnership. The principal occupation of Mr. Enloe is President and a Trustee of
the Issuer. The principal business address of RET is c/o Edward W. Rose III,
Trustee, 500 Crescent Court, Suite 250, Dallas, Texas 75201.
This Schedule 13D is also filed on behalf of Edward W. Rose III,
Evelyn P. Rose, Lela Helen Rose Trust and William Edward Rose Trust. The
residence or business address and present principal occupation or employment of
each such person and the name, principal business and address of any corporation
or other organization in which such employment is conducted is set forth
opposite such person's name on Section I of Schedule D hereto.
(d)-(f) During the last five years, neither the Partnership nor, to
its knowledge, the General Partner, the Managing Agent or KF, or Messrs. Rose or
Kaiser or any of their affiliates or any of the other persons identified in
Schedule D hereto has been convicted in a criminal proceeding
Page 8 of 24 pages
<PAGE>
(excluding traffic violations and similar misdemeanors) or has been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which such person 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. Each of Messrs. Rose and Kaiser and each of the
natural persons listed on Schedule D hereto is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration.
-------------------------------------------------
The aggregate purchase price for the Shares presently owned by the
Partnership was $3,263,898.03 (including brokerage commissions). The funds used
to purchase such Shares came from contributions to the Partnership by the
Partners. In accordance with the provisions of the Partnership Agreement, each
purchase of Shares from August 6, 1990 through May 7, 1991 was funded by cash
capital contributions from the General Partner and KF (in equal amounts), and in
accordance with the provisions of the Partnership Agreement and the Letter
Agreement dated May 8, 1991 between KF and the General Partner (the "Letter
Agreement"), each purchase of Shares since May 8, 1991 has been funded by cash
capital contributions from the General Partner and KF in proportions of 25% to
75%, respectively; in each case RET has delivered additional notes in the
principal amount of 12.5% of each cash contribution made by the General Partner
and KF. In the case of Shares acquired prior to August 6, 1990, such Shares
were purchased by the General Partner or KF and contributed to the Partnership.
The aggregate purchase price of the Shares presently owned by each
other person listed on Schedule D and the source of funds used to make the
purchases is set forth opposite such person's name on Section II of Schedule D.
The aggregate purchase price of all Shares presently owned by persons
on whose behalf this Schedule 13D is filed was $3,330,335.43 (including
brokerage commissions).
Page 9 of 24 pages
<PAGE>
Item 4. Purpose of Transaction.
----------------------
The Partnership has acquired the Shares it now holds primarily for
investment purposes. The Partnership Agreement provides that the purposes of
the Partnership are (i) to acquire, hold and sell Shares, including, without
limitation, through open market and privately negotiated transactions, (ii) to
vote and otherwise exercise all rights, powers, privileges and other incidents
of ownership of Shares and (iii) to do such other things and take such other
actions as are in the best interest of the Partnership in connection with its
investment in Shares.
The Partnership is continuously reviewing all aspects of its
shareholdings, the Issuer's business affairs and financial condition, the market
price of the Shares, conditions in the securities markets generally, and general
economic and industry conditions. The Partnership may determine to purchase
additional Shares or to sell all or part of its shareholdings at any time
(subject to applicable securities laws) depending upon circumstances existing
from time to time. Any purchases, however, are currently expected to be limited
by the Partnership's intention not to knowingly prevent the Issuer from
continuing to satisfy the stock ownership requirements for real estate
investment trust status under the Internal Revenue Code, including the
requirement that no group of five or fewer "individuals" (which term is deemed
to include pension funds) directly or indirectly own 50% or more of the Shares.
Each person listed on Schedule D has acquired the Shares it now holds
primarily for investment purposes. Any of such persons may determine to
purchase additional Shares or to sell all or part of the shareholdings thereof
at any time depending upon circumstances existing from time to time.
No person reporting on this Amendment has any present plans or
proposals which relate to or would result in the acquisition by any person of
additional securities of the Issuer, or the disposition of securities of the
Issuer; any change in the present board of directors or management of the
Issuer; any material change in the present capitalization of the Issuer; changes
in the Issuer's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the
Page 10 of 24 pages
<PAGE>
Issuer by any person; causing a class of securities of the Issuer to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association; a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities Act;
or any action similar to any of those enumerated above; but each reserves the
right to propose or undertake or participate in any of the foregoing actions in
the future.
Item 5. Interest in Securities of the Issuer.
------------------------------------
(a) The Partnership beneficially owns a total of 976,164 Shares,
constituting approximately 8.0% of the 12,153,658 Shares outstanding according
to the Issuer's Quarterly Report on Form 10-Q for the quarter ended September
30, 1995 filed with the Securities and Exchange Commission. Each of the persons
listed on Schedule D hereto beneficially owns the number of Shares and the
approximate percentage of Shares outstanding set forth opposite such person's
name on Part II of Schedule D. As of such date, all persons on whose behalf
this Schedule 13D is filed beneficially owned an aggregate of 996,164 Shares, or
8.2% of all Shares outstanding. Each of the persons listed on Schedule D hereto
and the Partnership declare that the filing of this Schedule 13D shall not be
construed as an admission that he, she or it is, for purposes of Section 13(d)
or 13(g) of the Securities Act of 1933, as amended, the beneficial owner of all
of the securities covered by this Schedule 13D. Each of the persons listed on
Schedule D hereto and the Partnership disclaim beneficial ownership of all of
the Shares covered by this Schedule 13D except for the Shares actually owned by
such person.
Mr. Enloe may be deemed to be the indirect beneficial owner of Shares
held by him or for his wife by or in retirement plans, and Mr. Enloe is a
director of LNH REIT, Inc. which entity holds a substantial amount of Shares.
The Partnership also disclaims beneficial ownership of all of such Shares.
Page 11 of 24 pages
<PAGE>
(b) Except as set forth herein, the Partnership has sole voting and
disposition power with respect to all Shares it beneficially owns. As described
in Item 6, the General Partner has the sole and exclusive right, power and
authority to vote all such Shares on behalf of the Partnership. Pursuant to the
Partnership Agreement and the Management Agreement annexed thereto, the General
Partner has delegated responsibility for the operations of the business and
affairs of the Partnership, including the power to vote all Shares held by the
Partnership, to the Managing Agent. Accordingly, the General Partner, by virtue
of the Partnership Agreement and its interests as general partner of the
Partnership, the Managing Agent, by virtue of the delegation pursuant to the
Partnership Agreement and the Management Agreement, and Mr. Rose, by virtue of
his ownership of all of the stock of the General Partner and the Managing Agent,
may be considered to share with the Partnership the power to vote or direct the
vote and to dispose or direct the disposition of the Shares beneficially owned
by the Partnership.
Information relating to voting and dispositive power of the persons
listed on Section I of Schedule D is set forth on Section II of Schedule D.
(c) Schedule B hereto sets forth transactions effected by the
Partnership in Shares during the past sixty days. Schedule C hereto sets forth
transactions effected by the individuals referred to in Schedule D hereto during
the past 60 days.
(d) Not applicable.
(e) On January 17, 1996, Marshall B. Payne sold all Shares owned by
him and, as such, Mr. Payne will not be included in this Schedule 13D or any
future amendments hereto.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
---------------------------------------------------------------------
to Securities of the Issuer.
---------------------------
Pursuant to the terms of the Partnership Agreement, the overall
management and control of the business and affairs of the Partnership are vested
solely in the General Partner. Notwithstanding such vesting of management and
control in the General Partner, the Partnership and the General Partner
Page 12 of 24 pages
<PAGE>
have entered into a management agreement with the Managing Agent (substantially
in the form of Exhibit A to the Partnership Agreement) pursuant to which the
General Partner has delegated, and the Managing Agent has assumed,
responsibility for the operations of the business and affairs of the Partnership
and the Managing Agent is entitled to exercise all the rights, powers and
authority and is entitled to all the protection conferred upon the General
Partner by law or by the Partnership Agreement, subject to the supervision of
the General Partner.
The Partnership may not, with certain exceptions, engage in any
transaction with an affiliate of the General Partner, provide additional
compensation to the General Partner or Managing Agent for services rendered or
incur indebtedness for borrowed money without the consent of the Required
Partners. The Required Partners are the General Partner and KF. The Limited
Partners have only the rights and powers specifically granted to them in the
Partnership Agreement and do not have any right to, and may not, participate in,
or interfere in any manner with, the management, conduct or control of the
Partnership business or act for or bind the Partnership.
Pursuant to the terms of the Partnership Agreement, the General
Partner contributed 320,000 Shares and KF contributed 320,500 Shares upon
formation of the Partnership, and RET delivered a note to the Partnership for
$354,479.51, or 12.5% of the cost (including brokerage fees) of the Shares
contributed by the other Partners. Payment of principal and interest on the
note is guaranteed by Mr. Enloe. The note is payable on the date of
distribution of the Partnership's assets and carries a 12% interest rate payable
at maturity.
At any time, the General Partner may issue a cash capital call to all
Partners (including itself) other than RET, and each such Partner shall be
required to contribute to the Partnership the amount requested, unless such
Partner has notified the General Partner that it no longer wishes to participate
at least one business day prior to receipt of notice of such capital call.
Simultaneously with any such capital call, RET shall be required to deliver an
additional note to the Partnership under the same terms and
Page 13 of 24 pages
<PAGE>
conditions as the initial note in a principal amount equal to 12.5% of the
aggregate amount of the capital call, unless it has notified the General Partner
that it no longer wishes to participate at least one business day prior to such
capital call. No Partner shall be permitted to contribute to the Partnership's
capital or deliver notes to the Partnership at any time after it has notified
the General Partner that it no longer wishes to participate; provided that each
--------
Partner shall continue to be required to contribute its share of organization
costs and expenses. The Partnership may sell Shares credited to the account of
any Partner to make up any delinquencies of any such Partner.
Shares initially contributed to the Partnership by each of the
General Partner and KF are allocated 87.5% to such contributor and 12.5% to RET.
The initial note contributed by RET is allocated to the accounts of the General
Partner and KF in proportion to their initial contributions. Shares purchased by
the Partnership are and shall be allocated in proportion to the participation of
each Partner in the capital call pursuant to which such Shares were purchased;
provided that if RET has delivered a note to the Partnership connection with
- --------
such capital call 12.5% of such Shares purchased shall be allocated to RET.
Proceeds of Shares sold and dividends on Shares are allocated pro-rata in
accordance with the Shares held in each account immediately prior to such sale
or dividend.
Organization costs and expenses are allocated among the accounts of
the Partners as follows: 43.75% to the General Partner, 43.75% to KF and 12.5%
to RET. Costs and expenses that can be attributed to a specific transaction are
to be allocated in the same proportion as such transaction is allocated. Other
costs and expenses are to be allocated pro-rata in accordance with the
allocation of Shares.
The Partnership shall distribute cash pro-rata in proportion to cash
holdings in each Partner's investment account at the end of each quarter in an
amount equal to proceeds received by the Partnership in excess of the amount
that the General Partner has determined, in its sole discretion, is necessary or
appropriate for the Partnership to retain. Amounts that would otherwise be
distributed to
Page 14 of 24 pages
<PAGE>
RET are to be applied first to paying down any notes outstanding from it to the
Partnership; provided that the General Partner may, in its discretion,
--------
distribute amounts to RET to pay taxes incurred by it pursuant to the activities
of the Partnership.
As compensation for the services rendered by the Managing Agent, the
Managing Agent is to receive from the Partnership a management fee, payable on
the date the Partnership is dissolved, or, if on such date the Partnership owns
any assets other than cash, payable within 90 days after such date, in an amount
generally equal to 12.5% of the excess of gross proceeds of the Partnership over
capital contributions of the Partners (adjusted upward to reflect a 12%
cumulative (non-compounded) annual rate of return), with contributed Shares
valued at cost and such return calculated from the date of purchase of such
Shares.
The Partnership shall be dissolved and its affairs wound up upon the
first to occur of the following: agreement of all Partners, the sale of all
Shares held by the Partnership, any event of withdrawal of the General Partner
under Delaware law, or June 30, 2020. Upon dissolution of the Partnership, the
General Partner shall settle all Partnership liabilities and pay the management
fee and shall distribute all assets as allocated among the Partners' investment
accounts. Shares are not be sold as part of the distribution unless the Partner
to whom such Shares are allocated so requests.
All obligations of RET under the Partnership Agreement are guaranteed
by Mr. Enloe.
Each Partner has agreed in the Partnership Agreement, subject to
certain exceptions, that it will not, and will not permit its affiliates to,
purchase Shares, except through the Partnership. Each Partner has also agreed
not to assign, pledge, encumber, sell or otherwise dispose of its interest in
the Partnership.
The Partnership Agreement also contains certain other agreements
among the Partners, including provisions regarding exculpation and
indemnification of the General Partner.
Page 15 of 24 pages
<PAGE>
The foregoing description of the Partnership Agreement is qualified
in its entirety by reference to the Partnership Agreement, which has been filed
as Exhibit 1 hereto and is incorporated herein by reference.
None of the individuals identified in Schedule D hereto is party to
the Partnership Agreement.
Mr. Rose is the husband of Evelyn P. Rose and the father of William
Edward Rose and Lela Helen Rose. Shares purchased by such persons have generally
been purchased pursuant to offers to participate in purchases of Shares by the
General Partner. Except as described herein, there are no contracts,
understandings or agreements with respect to the Shares between or among the
Partnership and any of the other individuals or entities on whose behalf this
Schedule 13D is filed.
As of May 8, 1991, KF and the General Partner entered into the Letter
Agreement. The Letter Agreement provides that pursuant to any capital call
issued at any time on or after May 8, 1991, 75% of each such contribution will
be made by KF and 25% of each such contribution will be made by the General
Partner, notwithstanding any provisions to the contrary contained in the
Partnership Agreement. The Letter Agreement is terminable immediately upon
notice by either party thereto.
Item 7. Material to be filed as Exhibits.
--------------------------------
1. Agreement of Limited Partnership of the Partnership dated as of
August 6, 1990 (with form of Management Agreement and form of Note included as
Exhibit A and Exhibit B thereto, respectively).*
2. Letter Agreement dated August 8, 1990, between the Partnership
and the other persons on whose behalf this Schedule 13D is being filed.*
3. Letter Agreement dated May 8, 1991, between KF and the General
Partner.*
Page 16 of 24 pages
<PAGE>
4. Amendment No. 1 dated as of December 18, 1991 to Agreement of
Limited Partnership of the Partnership.*
5. Amendment No. 2 dated as of January 3, 1992 to Agreement of
Limited Partnership of the Partnership.*
6. Amendment dated September 22, 1994 between the Partnership and
the other persons on whose behalf this Schedule 13D is being filed.*
7. Power of Attorney from Edward W. Rose III to Debbie Crady.*
8. Power of Attorney from Evelyn P. Rose to Debbie Crady.*
9. Amendment No. 3 effective as of June 30, 1995 to Agreement of
Limited Partnership of the Partnership.
- --------------------------------------
* Previously Filed.
Page 17 of 24 pages
<PAGE>
SIGNATURES
----------
After reasonable inquiry and to the best of such person's knowledge and
belief, each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 7, 1996
WILLOWWOOD PARTNERS, L.P.
By: CARDINAL PORTFOLIOS COMPANY,
General Partner
By: *
------------------------------------------
Edward W. Rose III, Owner
*
-----------------------------------------------
Edward W. Rose III
/s/ Marshall B. Payne
-----------------------------------------------
Marshall B. Payne
*
-----------------------------------------------
Evelyn P. Rose
LELA HELEN ROSE TRUST
By: *
--------------------------------------------
Evelyn P. Rose, Trustee
WILLIAM EDWARD ROSE TRUST
By: *
--------------------------------------------
Evelyn P. Rose, Trustee
*By: /s/ Debbie Crady
-------------------------------------------
Debbie Crady, Attorney-in-Fact
Page 18 of 24 pages
<PAGE>
SCHEDULE B
TRANSACTIONS IN THE SHARES EFFECTED BY THE PARTNERSHIP
DURING THE PAST SIXTY DAYS
<TABLE>
<CAPTION>
Date of Number of Shares Price
Transaction Sold /1/ Per Share /2/
- ----------- ---------------- -------------
<S> <C> <C>
01/24/96 1,000 3.625
01/24/96 37,000 3.500
01/25/96 30,000 3.625
01/26/96 53,536 3.625
</TABLE>
- -------------------------------------
/1/ Except as otherwise indicated, all sales were effected in open market
transactions, principally on the New York Stock Exchange.
/2/ Represents the price paid excluding brokerage commissions.
Page 19 of 24 pages
<PAGE>
SCHEDULE C
TRANSACTIONS IN SHARES EFFECTED BY CERTAIN
OTHER PERSONS DURING THE PAST SIXTY DAYS
<TABLE>
<CAPTION>
Date of Number of Price Per
Transaction Shares Sold /1/ Share /2/
Name ----------- --------------- ---------
- ----
<S> <C> <C> <C>
Marshall B. Payne 1/17/96 36,400 3.375
</TABLE>
- -------------------------------------
/1/ Except as otherwise indicated, all transactions were effected in open
market transactions, principally on the New York Stock Exchange.
/2/ Represents the price paid excluding brokerage commissions.
Page 20 of 24 pages
<PAGE>
SCHEDULE D
Other Individuals and Entities
------------------------------
Section I
------------------------------
<TABLE>
<CAPTION>
Name Present Address
---- ------- -------
Principal Occupation
--------------------
or Employment
-------------
<S> <C> <C>
Edward W. Rose III President, Cardinal 500 Crescent Court
Investment Company, Inc. Suite 250
Dallas, Texas 75201
Evelyn P. Rose None 500 Crescent Court
Suite 250
Dallas, Texas 75201
Lela Helen Rose Trust None 500 Crescent Court
Suite 250
Dallas, Texas 75201
William Edward Rose Trust None 500 Crescent Court
Suite 250
Dallas, Texas 75201
</TABLE>
Page 21 of 24 pages
<PAGE>
Section II
----------
<TABLE>
<CAPTION>
Aggregate Source of
Number of Percentage Purchase Price Funds
Shares of (including Used to
Beneficially all Shares brokerage Make
Name Owned Outstanding commissions) Purchases
---- ------------ ------------ --------------- ----------
<S> <C> <C> <C> <C>
Edward W. Rose 976,164 /1/ 8.0% $3,263,898.03 (A)
III /2,3/
Lela Helen Rose 10,000 /1/ 0.1% $ 33,218.70 (B)
Trust
William Edward 10,000 /1/ 0.1% $ 33,218.70 (B)
Rose Trust
Evelyn P. Rose /4/ 20,000 /1/ 0.2% $ 66,437.40 (C)
</TABLE>
- -----------------------------------------------------------------------------
/1/ Shared voting and dispositive power.
/2/ Represents 976,164 Shares beneficially owned by the Partnership.
/3/ Does not include 20,000 Shares held by Mr. Rose's wife as trustee of
trusts for the benefit of their children.
/4/ Represents shares held by Ms. Rose as trustee of the Lela Helen Rose
Trust and the William Edward Rose Trust. Does not include Shares held by
spouse.
(A) From the Partnership.
(B) From funds owned by the Trust.
(C) From the Lela Helen Rose Trust and the William Edward Rose Trust.
Page 22 of 24 pages
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Numbered Page on
which Exhibit is
Exhibit Number Description located
-------------- ----------- ----------------
<S> <C> <C>
9 Amendment No. 3 effective as of 24
June 30, 1995 to Agreement of
Limited Partnership of the
Partnership
</TABLE>
Page 23 of 24 pages
<PAGE>
AMENDMENT NO.3 TO
PARTNERSHIP OF
WILLOWWOOD PARTNERS, L.P.
This Amendment No.3 effective as of June 30, 1995 (this "Amendment"), to
that certain Agreement of Limited Partnership of Willowwood Partners, L.P. dated
as of August 6, 1990, as amended (the "Partnership Agreement"), is by and among
Cardinal Portfolios Company, a sole proprietorship ("General Partner"),
Kaiser-Francis Oil Company, a Delaware corporation ("Kaiser"), and the
Rebecca/Elizabeth Trust ("Enloe Trust").
WHEREAS, General Partner, Kaiser and Enloe Trust (collectively, the
"Partners") are the only partners of the Partnership; and
WHEREAS, the Partners desire to amend the Partnership Agreement;
NOW, THEREFORE, in consideration of the premises, the Partners hereby agree
as follows:
1. Section 1.04 of the Agreement is hereby amended to read as follows:
"DURATION. The Partnership shall continue until June 30, 2020,
--------
unless earlier dissolved or terminated as provided in this
Agreement."
Except as amended by this agreement, all the terms and conditions of the
Agreement shall remain in full force and effect just as though originally
written.
This Amendment may be executed in any number of counterparts, all of which
taken together shall be deemed one complete document.
EXECUTED As Of November 15, 1995.
CARDINAL PORTFOLIOS COMPANY
BY: /s/ Edward W. Rose III
---------------------------
Edward W. Rose III
KAISER-FRANCIS OIL COMPANY
BY: /s/ George B. Kaiser
---------------------------
George B. Kaiser, President
THE REBECCA/ELIZABETH TRUST
BY: /s/ Edward W. Rose III
---------------------------
Edward W. Rose III
Page 24 of 24 pages
