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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
JANUARY 16, 1996
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(Date of Report--Date of Earliest Event Reported)
LIBERTE INVESTORS
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(Exact Name of Registrant as Specified in Charter)
MASSACHUSETTS 16802 75-1328153
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
600 NORTH PEARL STREET, SUITE 420, DALLAS, TEXAS 75201
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(Address of Principal Executive Offices)
(214) 720-8950
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(Registrant's Telephone Number, Including Area Code)
INAPPLICABLE
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(Former Name or Former Address, if Changed Since Last Report)
EXHIBIT INDEX ON PAGE 4.
Liberte--Form 8-K Page 1 of 70
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ITEM 5. OTHER EVENTS.
On January 16, 1996, Liberte Investors, a Massachusetts business trust
("Liberte") entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement") with Hunter's Glen/Ford, Ltd., a Texas limited partnership
("Hunter's Glen"), pursuant to which Liberte has agreed to sell 7,137,863 newly
issued shares of common stock to Hunter's Glen for $20,342,910 ($2.85 per
share). Under certain circumstances, Hunter's Glen will purchase an additional
964,576 newly issued shares of common stock at $2.85 per share for an
additional $2,749,041. After the sale Hunter's Glen would own 37% or 40% of
the outstanding shares of common stock of Liberte. The partners of Hunter's
Glen are Gerald J. Ford and certain family interests. On January 19,
1996, Hunter's Glen made a down-payment of $2,000,000, to be held in escrow
pending closing of the sale of shares pursuant to the terms and conditions of
the Stock Purchase Agreement. Both Liberte and Hunter's Glen had a right to
terminate the Stock Purchase Agreement at any time after January 26, 1996, if
Liberte had not received an opinion from Bear, Stearns & Co. Inc., Liberte's
investment banker ("Bear Stearns"), that the proposed sale of shares to
Hunter's Glen pursuant to the Stock Purchase Agreement is fair, from a
financial point of view, to Liberte's shareholders. On January 23, 1996,
Liberte received the written opinion of Bear Stearns that such proposed sale
is fair, from a financial point of view, to Liberte's public shareholders.
Prior to the sale of the shares pursuant to the Stock Purchase
Agreement, Liberte will be reorganized into a newly formed Delaware corporation
that will succeed to all of the assets and liabilities of Liberte. The
offering of common stock of the newly formed Delaware corporation in connection
with the reorganization of Liberte will be made only by means of a prospectus
transmitted to Liberte's existing shareholders. Upon such reorganization,
shareholders of Liberte will automatically become shareholders of common stock
of the newly formed Delaware corporation on a share for share basis.
At the closing, Mr. Ford will become Chairman and Chief Executive
Officer of Liberte. Liberte's board of directors will be expanded from three
to five members, and Mr. Ford and one of his designees will join Liberte's
board. Consummation of the transactions contemplated by the Stock Purchase
Agreement is subject to a number of conditions, including the approval by
Liberte's shareholders of the sale of shares and the reorganization of Liberte
from a Massachusetts business trust into a Delaware corporation.
For additional information, please refer to the Stock Purchase
Agreement and the press release attached as exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
EXHIBITS
NO. DESCRIPTION
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4.1 Stock Purchase Agreement dated as of January 16, 1996, between
Liberte Investors, a Massachusetts business trust, and Hunter's
Glen/Ford Ltd., a Texas limited partnership.
99.1 Press Release, dated January 17, 1996.
[SIGNATURE ON THE NEXT PAGE]
Liberte--Form 8-K 2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: January 24, 1996
LIBERTE INVESTORS
By: /s/ BRADLEY S. BUTTERMORE
Bradley S. Buttermore
Senior Vice President, Treasurer
and Secretary
Liberte--Form 8-K 3
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EXHIBIT INDEX
NO. DESCRIPTION NO. PAGE
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4.1 Stock Purchase Agreement dated as of January 16, 1996, between Liberte Investors, a
Massachusetts business trust, and Hunter's Glen/Ford, Ltd., a Texas limited partnership . . . . . . . 5
99.1 Press Release, dated January 17, 1996 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Liberte--Form 8-K 4