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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Initial Filing on Form 13D (Amendment to filing on Form 13G)*
LIBERTE INVESTORS
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
530152107
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(CUSIP Number)
DDJ CAPITAL MANAGEMENT, LLC
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 1996
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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).
Continued on following page(s))
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CUSIP NO. 530152107 13D
<TABLE>
<S> <C> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
DDJ CAPITAL MANAGEMENT, LLC
Social Security No. 04-3300754
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [x]
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
COMMONWEALTH OF MASSACHUSETTS
NUMBER OF 7 SOLE VOTING POWER
SHARES 760,600
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY NONE
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 760,600
PERSON
WITH 10 SHARED DISPOSITIVE POWER
NONE
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
760,600
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.26%
14 TYPE OF REPORTING PERSON*
00
</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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The filing of this Schedule 13D is not, and should not be deemed to be, an
admission that such Schedule 13D is required to be filed. See the discussion
under Item 2.
ITEM 1. SECURITY AND ISSUER.
This statement relates to shares of the common stock, no par
value (the "Shares") of Liberte Investors, a Massachusetts business trust (the
"Company"). The principal executive offices of the Company are located at 1420
Viceroy Drive, Dallas, Texas 75235.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by DDJ Capital Management, LLC,
a Massachusetts limited liability company ("DDJ"). On March 1, 1996, the
affiliates of DDJ named below (the "DDJ Affiliates") purchased from
subsidiaries of FMR Corp., a Massachusetts corporation, their interests as
general partners and investment managers of two Funds, Fidelity Copernicus
Fund, L.P. and Fidelity Galileo Fund, L.P., the names of which were then
changed to The Copernicus Fund, L.P., and The Galileo Fund, L.P. (jointly the
"Funds"). DDJ is an investment adviser exempt from registration under the
Investment Advisers Act of 1940 by reason of Section 203(b)(3) thereof. The
principal offices of DDJ and of each of the DDJ Affiliates are located at 141
Linden Street, Suite 4, Wellesley, Massachusetts 02181.
The following information relates to the DDJ Affiliates: DDJ
Copernicus, LLC is the general partner of, and DDJ Copernicus Management, LLC
is the investment manager for, The Copernicus Fund, L.P. DDJ Galileo, LLC is
the general partner of, and DDJ Galileo Management, LLC is the investment
manager for, The Galileo Fund, L.P. Each of the DDJ Affiliates is a
Massachusetts limited liability company.
The name, residence or business address, principal occupation
or employment and citizenship of each of the executive officers and members of
DDJ and each of the DDJ Affiliates are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this
Item 2 or listed on Schedule A has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a party to
any civil proceeding and as a result thereof was or is subject to any judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to federal or state securities laws or finding any
violations with respect to such laws.
The Shares to which this statement relates are owned directly
or indirectly by one or both of the Funds.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This filing is being made to reflect the purchase by DDJ and
the DDJ Affiliates of the interest of subsidiaries of FMR as general partner
and investment manager of the Funds and, except with respect to trades within
the last 60 days, not due to any acquisition by the Funds of Common Stock of
the Company which was previously reported by FMR on a Schedule 13D dated
November 22, 1994. The following information is derived from that filing.
The Funds which own or owned Shares purchased in the aggregate
760,600 Shares for cash in the amount of approximately $3,074,200, including
brokerage commissions. All of the 535,000 Shares of common stock owned by one
Fund were purchased on margin pursuant to a typical customer margin agreement
with Bear, Stearns & Co. and all of the 225,600 Shares owned by the other Fund
were purchased on margin pursuant to a typical customer margin agreement with
Goldman Sachs & Co. The attached Schedule B sets forth Shares purchased and/or
sold by the Funds since December 30, 1995.
ITEM 4. PURPOSE OF TRANSACTION.
The Shares were purchased in order to acquire an equity
interest in the Company in pursuit of specified investment objectives
established by the investors in the Funds.
The DDJ Affiliates may continue to have the Funds purchase
Shares subject to a number of factors, including, among others, the
availability of Shares for sale at what they consider to be reasonable prices
and other investment opportunities that may be available to the Funds.
DDJ and the DDJ Affiliates each intends to review continuously
the equity position of the Funds in the Company. Depending upon future
evaluations of the business prospects of the Company and upon other
developments, including, but not limited to, general economic and business
conditions and money market and stock market conditions, the DDJ Affiliates may
determine to cease making additional purchases of Shares or to increase or
decrease the equity interest in the Company by acquiring additional Shares, or
by disposing of all or a portion of the Shares.
Neither DDJ nor any of the DDJ Affiliates has any present plan
or proposal which relates to or would result in (i) an extraordinary corporate
transaction, such as a merger, reorganization, liquidation, or sale of transfer
of a material amount of assets of or involving the Company or any of its
subsidiaries, (ii) any change in the Company's present Board of Directors or
management, (iii) any material changes in the Company's present capitalization
or dividend policy or any
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other material change in the Company's business or corporate structure, (iv)
any change in the Company's charter or bylaws, (v) the Company's common stock
becoming eligible for termination of its registration pursuant to Section
12(g)(4) of the 1934 Act, or (vi) any similar action.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) DDJ beneficially owns, through the DDJ Affiliates, as
general partners and investment managers of the Funds 760,600 Shares, or
approximately 6.26% of the outstanding Shares of the Company. Neither DDJ, nor
any of the DDJ Affiliates nor, to the best knowledge of DDJ, any of the persons
named in Schedule A hereto, beneficially owns any other Shares.
(b) DDJ, through its control of the DDJ Affiliates, and
each of the Funds each has sole power to vote and to dispose of the Shares.
(c) Except as set forth in Schedule B, neither DDJ, or
any of the DDJ Affiliates, nor, to the best knowledge of DDJ, any of the
persons named in Schedule A hereto has effected any transaction in Shares
during the past sixty (60) days.
ITEM 6. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Other than the margin agreements described in Item 3 above and
except as described in the following paragraph, neither DDJ nor any of the DDJ
Affiliates nor, to the best knowledge of DDJ, any of the persons named in
Schedule A hereto has any contract, arrangement, understanding or relationship
with any person with respect to any securities of the Company, including
respecting voting or transfer of Company securities or joint venture, finder's
fee or the like.
The Funds may from time to time own debt securities issued by
the Company, and may from time to time purchase and/or sell such debt
securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
DDJ CAPITAL MANAGEMENT, LLC
DATE: March 11, 1996 By: /s/ Judy K. Mencher
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Judy K. Mencher
Authorized Member
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SCHEDULE A
The name and present principal occupation or employment of each
executive officer and member of DDJ Capital Management, LLC and each of the DDJ
Affiliates are set forth below. The business address of each person is 141
Linden Street, Suite 4, Wellesley, MA 02181 and the address of the corporation
or organization in which such employment is conducted is the same as each
person's business address. All of the persons listed below are U.S. citizens.
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
---- --------------------
<S> <C>
Daniel G. Harmetz Principal of DDJ
David J. Breazzano Principal of DDJ
Judy K. Mencher Principal of DDJ
</TABLE>
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SCHEDULE B
LIBERTE INVESTORS
Set forth below is an itemization of all purchases and sales of Shares
of Common Stock of since December 30, 1995. The transactions were made for
cash in open market transactions or, prior to March 1, 1996, with other
investment companies with the same or an investment adviser affiliated with
FMR.
<TABLE>
<CAPTION>
TYPE
(PURCHASE AGGREGATE
DATE OR SALE ) SHARES PRICE
- ---- -------- ------ -----
<S> <C> <C> <C>
2/29/96 Purchase 5,600 $21,898.00
</TABLE>
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