SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) JANUARY 24, 1994
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LIBERTE INVESTORS
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(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 1-6802 75-1328153
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1420 VICEROY DRIVE, DALLAS, TEXAS 75235
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (214) 879-5497
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(Former Name or Former Address, if Changed Since Last Report)
Item 3. Bankruptcy or Receivership
On October 25, 1993, Liberte Investors (the "Trust") filed a
voluntary petition for reorganization under Chapter 11 of the Federal
Bankruptcy Code in the United States Bankruptcy Court for the Southern
District of New York (the "Bankruptcy Court"). The Trust is managing its
business as a debtor-in-possession subject to Bankruptcy Court approval of
any actions outside the ordinary course of business that the Trust may
take.
On November 2, 1993, the Trust filed with the Bankruptcy Court a
disclosure statement (the "Disclosure Statement") and related Chapter 11
plan of reorganization (the "Original Plan"). The basis for the Original
Plan is a joint proposal the Trust received in June 1993 from certain
holders of its 10-1/2% Subordinated Notes due June 1, 1993 (the
"Subordinated Notes") and its shares of beneficial interest (the "Shares of
Beneficial Interest"). The Original Plan provides for the transfer of most
of the Trust's assets to a subsidiary ("Newco") and the distribution of all
Newco's common stock to the holders of Subordinated Notes in full
satisfaction of the Trust's obligations in respect thereof. Newco would
assume all of the Trust's obligations to its senior lenders on restructured
terms. The senior loans would be secured by substantially all of the
assets transferred to Newco. The restructured company (the "Reorganized
Trust") would emerge as an essentially debt-free entity and its assets
would be released from the senior lenders' existing liens. The shares of
the Reorganized Trust would continue to be owned by the existing holders of
the Shares of Beneficial Interest. As of February 4, 1994, there were
12,423,208 Shares of Beneficial Interest issued and outstanding, with no
such shares reserved for future issuance in respect of claims and interests
filed and allowed under the Plan. In addition, Newco would issue 300,000
shares of preferred stock to the Reorganized Trust in exchange for $300,000.
The Disclosure Statement was approved by the Bankruptcy Court on
December 16, 1993 and was subsequently circulated to all holders of the
Trust's senior indebtedness, Subordinated Notes and Shares of Beneficial
Interest, together with ballots to accept or reject the Original Plan. The
Trust obtained the requisite consents to the Original Plan in January 1994,
and on January 24, 1994, the Bankruptcy Court entered an order confirming
the Original Plan, as modified by the Modification dated January 19, 1994
(as so modified, the "Plan"). The Plan is substantially the same as the
Original Plan except that (i) the interest rate on the senior loan to Newco
was increased, (ii) the average maturity of such loan was reduced and (iii)
the Reorganized Trust will receive $6 million principal amount of such
senior loan in lieu of $6 million of cash that it was to have retained
under the Original Plan. The period during which an interested party may
appeal the order confirming the Plan has expired, and no interested party
has filed a notice of appeal thereof. Consummation of the Plan is subject
to the satisfaction of certain conditions, some of which are outside the
Trust's control.
As currently modified, the Plan contemplates that the Trust will
transfer a portion of its mortgage loans and all of its foreclosed real
estate to a wholly-owned subsidiary. The Trust intends to seek Bankruptcy
Court approval to modify the Plan to permit the Reorganized Trust to retain
the assets that would otherwise be transferred to this subsidiary. On the
basis of information available to it at this time, the Trust anticipates
that this modification of the Plan will be approved and that the Plan as so
modified will be consummated before the end of March 1994.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 First Amended Plan of Reorganization of the Registrant1
dated December 14, 1993.
99.2 Modification of the First Amended Plan of Reorganization
dated January 19, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
LIBERTE INVESTORS
By /s/ Robert Ted Enloe III
Date: February 9, 1994 _________________________
Robert Ted Enloe III
President
EXHIBIT INDEX
Exhibit No. Description
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99.1 First Amended Plan of Reorganization of the Registrant
dated December 14, 1993.
99.2 Modification of the First Amended Plan of Reorganization
dated January 19, 1994.