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<TITLE>Liberte Investors Inc.</TITLE>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<P align="center"><FONT size="2">As filed with the Securities and
Exchange Commission on December&nbsp;26, 2002
</FONT>
<P align="right"><FONT size="2">Registration
No.&nbsp;333-&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT>


<P align="center"><FONT size="4">UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</FONT>


<DIV align="center"><FONT size="3">Washington, D.C. 20549</FONT></DIV>


<P align="center"><FONT size="5">Form&nbsp;S-8</FONT>


<P align="center"><FONT size="2"><B>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</B></FONT>


<P align="center"><FONT size="6">
LIBERT&#201; INVESTORS INC.</FONT>


<DIV align="center"><FONT size="2">
(Exact name of registrant as specified in its charter)</FONT></DIV>

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    <TD width="51%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="44%">&nbsp;</TD>
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<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2"><B>DELAWARE</B><BR>
(State or other jurisdiction of<BR>
incorporation or organization)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<B>75-1328153</B><BR>
(I.R.S. Employer Identification No.)</FONT></TD>
</TR>

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    <TD align="center" valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD align="center" valign="top"><FONT size="2"><B>200 Crescent Court<BR>
Suite&nbsp;1365<BR>
Dallas, Texas</B><BR>
(Address of Principal Executive Offices)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
<B>75201</B><BR>
(Zip Code)</FONT></TD>
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<P align="center"><FONT size="2"><B>LIBERT&#201; INVESTORS INC. 2002 LONG TERM INCENTIVE PLAN<BR>
OPTION GRANTED TO DONALD J. EDWARDS PURSUANT TO HIS EMPLOYMENT AGREEMENT</B><BR>
(Full title of the plans)
</FONT>
<P align="center"><FONT size="2"><B>ELLEN V. BILLINGS<BR>
200 Crescent Court<BR>
Suite&nbsp;1365<BR>
Dallas, Texas 75201</B><BR>
(Name and address of agent for service)
</FONT>
<P align="center"><FONT size="2"><B>Tel: (214)&nbsp;871-5935<BR>
Fax: (214)&nbsp;871-5199</B><BR>
(Telephone number, including area code, of agent for service)
</FONT>
<P align="center"><FONT size="2">With a copy to:
</FONT>
<P align="center"><FONT size="2"><B>TAYLOR H. WILSON<BR>
Haynes and Boone, LLP<BR>
901 Main Street<BR>
Suite&nbsp;3100<BR>
Dallas, Texas 75202-3789<BR>
Tel: (214)&nbsp;651-5000<BR>
Fax: (214)&nbsp;651-5940</B>
</FONT>
<P align="center"><FONT size="2"><B>CALCULATION OF REGISTRATION FEE</B></FONT>


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    <TD width="1%">&nbsp;</TD>
    <TD width="10%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
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    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount of</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Title of Securities to be Registered</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>to be Registered</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering Price Per Share(4)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Aggregate Offering Price(4)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registration Fee</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
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<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, par value $0.01 per share</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,000,000 </FONT></TD>
    <TD nowrap><FONT size="2">(1)(2)(3)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3.62</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">21,722,650</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">1,999</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, par value $0.01 per share,
issuable pursuant to an option granted
to Donald J. Edwards</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">333,333 </FONT></TD>
    <TD nowrap><FONT size="2">(2)(3)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">3.00</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">999,999</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">92</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Total</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6,333,333</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">22,722,649</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">$</FONT></TD>
    <TD align="right"><FONT size="2">2,091</FONT></TD>
    <TD nowrap><FONT size="2">(4)</FONT></TD>
</TR>
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<P>
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<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">The 6,000,000 shares (the &#147;Plan Shares&#148;) of Libert&#233; Investors Inc. (the &#147;Company&#148; or &#147;Libert&#233;&#148;) that may be delivered pursuant to awards under
the Libert&#233; Investors Inc. 2002 Long Term Incentive Plan (the &#147;Plan&#148;) and registered hereby represent shares of common stock reserved for issuance
under the Plan pursuant to stockholder approval on November&nbsp;8, 2002 of the Plan. Included in the Plan Shares are 2,573,678 shares of common stock
that may be issued pursuant to an option granted to Donald J. Edwards pursuant to his Non-Qualified Stock Option Agreement with the Company (the
&#147;Edwards Option&#148;) that are also being registered for resale under this registration statement pursuant to Mr.&nbsp;Edwards&#146; Employment Agreement with
the Company dated July&nbsp;1, 2002 and Registration Rights Agreement with the Company with the Company dated July&nbsp;1, 2002.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">The Company is registering for
resale (a)&nbsp;166,667 shares of common stock previously issued to Donald J. Edwards pursuant to the option granted to Mr.
Edwards pursuant to his Employment Agreement, dated as of
July&nbsp;1, 2002, and which had an exercise price of $3.00 per share (the &#147;Edwards Grant&#148;),
(b)&nbsp;166,666 additional shares of common stock that may be issued
to Donald J. Edwards pursuant to the Edwards Grant and (c)&nbsp;2,573,678 shares of common stock that
may be issued to Donald J. Edwards pursuant to the Edwards Option.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Pursuant to Rule&nbsp;416 promulgated under the Securities Act of 1933, as amended (the &#147;Securities Act&#148;), this Registration Statement also shall
cover such indeterminable number of additional shares of common stock as may become issuable pursuant to terms of the Plan, designed to prevent
dilution resulting from stock splits, stock dividends, mergers or combinations or similar events.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">(4)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">The offering price per share for the Plan Shares has been calculated in accordance with paragraphs (c)&nbsp;and (h)(1) of Rule&nbsp;457 promulgated
under the Securities Act based on the average of the high and low sale prices for the common stock reported on the New York Stock Exchange
(&#147;NYSE&#148;) on December&nbsp;20, 2002 (which is within five business days prior to the date of filing this Registration Statement), which was $4.13 per
share. The aggregate offering price and the amount of the registration fee have been calculated in accordance with paragraphs (c)&nbsp;and (h)(1) of
Rule&nbsp;457 and include 2,823,678 shares of common stock issuable upon exercise of options granted under the Plan at an average exercise price of
$3.00. The offering price per share, the aggregate offering price and the registration fee with respect to the shares of common stock issuable
under the Edwards Grant have been calculated in accordance with paragraph (h) (1)&nbsp;of Rule&nbsp;457 promulgated under the Securities Act, based on an
exercise price of $3.00 per share for the 333,333 shares being registered for issuance pursuant to the Edwards Grant. In accordance with
paragraph (h)(3) of Rule&nbsp;457 no additional filing fee shall be paid with respect to the resale of 2,907,011 shares issuable to Donald J. Edwards
and registered for resale herein.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">
&nbsp;</FONT>

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<A name="toc"><DIV align="CENTER" style="page-break-before:always"><U><B>TABLE OF CONTENTS</B></U></DIV></A>

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<TR><TD colspan="9"><A HREF="#000">RISK FACTORS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#001">WHERE YOU CAN FIND MORE INFORMATION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#002">USE OF PROCEEDS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#003">SELLING STOCKHOLDER</A></TD></TR>
<TR><TD colspan="9"><A HREF="#004">PLAN OF DISTRIBUTION</A></TD></TR>
<TR><TD colspan="9"><A HREF="#005">LEGAL MATTERS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#006">EXPERTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="#007">INDEMNIFICATION ARRANGEMENTS</A></TD></TR>
<TR><TD colspan="9"><A HREF="d02181exv4w1.txt">EX-4.1 Specimen Common Stock Certificate</A></TD></TR>
<TR><TD colspan="9"><A HREF="d02181exv5w1.txt">EX-5.1 Opinion/Consent of Haynes and Boone, LLP</A></TD></TR>
<TR><TD colspan="9"><A HREF="d02181exv10w3.txt">EX-10.3 Stock Purchase Agreement</A></TD></TR>
<TR><TD colspan="9"><A HREF="d02181exv23w2.txt">EX-23.2 Consent of KPMG LLP</A></TD></TR>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center"><FONT size="2"><B>Explanatory Note</B></FONT>


<P><FONT size="2"><I>This registration statement includes two parts.</I> The documents constituting the
prospectus under Part I of this registration statement for the Liberte
Investors Inc. 2002 Long Term Incentive Plan (the &#147;Plan Prospectus&#148;) will be
sent or given to participants in the Long Term Incentive Plan as specified by
Rule&nbsp;428(b) under the Securities Act. The Plan Prospectus has been omitted
from this registration statement as permitted by Part I of Form&nbsp;S-8. The
registration statement also includes a second prospectus (the &#147;Reoffer
Prospectus&#148;) to be used in connection with reoffers and resales of Liberte&#146;s
common stock issued or issuable to Donald J. Edwards as compensation for his
services. The Reoffer Prospectus is filed as part of this registration
statement as required by Form&nbsp;S-8.
</FONT>
<P align="left"><FONT size="2"><B>PART I &#151; INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS</B></FONT>


<P><FONT size="2"><B>Item&nbsp;1 &#151; Plan Information</B>
</FONT>
<P><FONT size="2">The document(s) containing the information specified in Part I of Form&nbsp;S-8 will
be sent or given to participants in the Libert&#233; Investors Inc. 2002 Long Term
Incentive Plan as specified by Rule&nbsp;428(b)(1) of the Securities Act. These
documents and the documents incorporated herein by reference pursuant to Item&nbsp;3
of Part II of this registration statement, taken together, constitute the Plan
Prospectus, meeting the requirements of Section&nbsp;10(a) of the Securities Act.
The Reoffer Prospectus to be used in connection with sales of common stock
issued or issuable to Donald J. Edwards as compensation for his services will
be used to meet the requirements of Section&nbsp;10(a) of the Securities Act with
respect to those securities.
</FONT>
<P><FONT size="2"><B>Item&nbsp;2 &#151; Registrant Information and Employee Plan Annual Information</B>
</FONT>
<P><FONT size="2">Upon written or oral request by a participant in the Plan listed in Item&nbsp;1,
Libert&#233; will provide any of the documents incorporated by reference in Part II,
Item&nbsp;3 of this registration statement (which documents are incorporated by
reference into the Plan Prospectus), any documents required to be delivered to
participants pursuant to Rule&nbsp;428(b) and other additional information about the
Plan. All of such documents and information will be available without charge.
Any and all requests for such documents should be directed to Libert&#233;&#146;s
Secretary at 200 Crescent Court, Suite&nbsp;1365, Dallas, Texas 75201 or by
telephone at (214)&nbsp;871-5935.
</FONT>
<P align="center"><FONT size="2">
&nbsp;</FONT>
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<P align="center"><FONT size="2"><B>PROSPECTUS</B></FONT>


<P align="center"><FONT size="2"><B>Libert&#233; Investors Inc.</B></FONT>


<P align="center"><FONT size="2">2,907,011 Shares of Common Stock<BR>
(par value $0.01 per share)
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>We use the terms &#147;we,&#148; &#147;us,&#148; &#147;our&#148; and &#147;Libert&#233;&#148; to refer to Libert&#233;
Investors Inc., a Delaware corporation, and its subsidiary unless the context
indicates otherwise.</I>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus relates to 2,907,011 shares of common stock of Libert&#233;
Investors Inc. to be offered and sold from time to time by Donald J. Edwards,
the President, Chief Executive Officer and a director of Libert&#233; who we will
refer to in the prospectus as the selling stockholder.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will not receive any proceeds from sales of the shares of common stock
by the selling stockholder. Except for underwriting discounts and selling
commissions that may be paid by the selling stockholder, we have agreed to pay
all expenses incurred in connection with the registration of the shares of
common stock covered by this prospectus.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholder has advised us that he may sell the shares of
common stock from time to time at market prices prevailing at the time of sale,
prices related to prevailing market prices or privately negotiated prices.
Additional information relating to the distribution of the shares of common
stock by the selling stockholder can be found in this prospectus under the
heading &#147;Plan of Distribution.&#148;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our common stock is traded on the New York Stock Exchange (also sometimes
referred to as NYSE) under the symbol &#147;LBI.&#148; On
December&nbsp;24, 2002, the last
reported sale price of the common stock on the NYSE was $4.16 per share. The
address for our principal executive offices is 200 Crescent Court, Suite&nbsp;1365,
Dallas, Texas 75201 and the telephone number of our principal executive offices
is (214)&nbsp;871-5935.
</FONT>
<P align="center"><HR align="center" size="1" width="26%" noshade>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;You should review carefully the &#147;Risk Factors&#148; beginning on page 3 for
information that should be considered by all prospective investors.
</FONT>
<P align="center"><HR align="center" size="1" width="26%" noshade>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.</B>
</FONT>
<P align="center"><HR align="center" size="1" width="26%" noshade>
<P align="center"><FONT size="2">The date of this prospectus is
December&nbsp;26, 2002.
</FONT>
<P align="center"><FONT size="2">
1</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No person has been authorized to give any information or to make any
representation in connection with the distribution of common stock to which
this prospectus relates other than those contained herein; and if given or
made, such information or representation must not be relied upon as having been
authorized by Libert&#233;. This prospectus does not constitute an offer or
solicitation by anyone in any state in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
</FONT>
<P align="center"><FONT size="2"><B>TABLE OF CONTENTS</B></FONT>


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    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Page</B></FONT></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Risk Factors</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Where You Can Find More Information</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">6</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Use of Proceeds</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">7</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
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<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Selling Stockholder</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">8</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
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<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Plan of Distribution</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">9</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
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    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Legal Matters</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom" bgcolor="#eeeeee">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Experts</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Indemnification Arrangements</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">11</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><HR align="center" size="1" width="26%" noshade>
<P align="center"><FONT size="2">
2</FONT>
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<P align="center"><FONT size="2"><B>Special Note Regarding Forward-Looking Statements</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Certain information contained, referred to or incorporated by reference in
this prospectus is forward-looking in nature. All statements included, referred
to or incorporated by reference in this prospectus, other than statements of
historical fact, are forward-looking statements. Examples of forward-looking
statements include statements regarding our future financial results, operating
results, business strategies, projected costs, products, competitive positions
and plans and objectives of management for future operations. In some cases,
forward-looking statements can be identified by terminology such as &#147;may,&#148;
&#147;will,&#148; &#147;should,&#148; &#147;would,&#148; &#147;expects,&#148; &#147;plans,&#148; &#147;anticipates,&#148; &#147;believes,&#148;
&#147;estimates,&#148; &#147;predicts,&#148; &#147;potential,&#148; &#147;continue,&#148; or the negative of these
terms or other comparable terminology. Any expectations based on these
forward-looking statements are subject to risks and uncertainties and other
important factors, including without limitation those under &#147;Risk Factors&#148; in
this prospectus. These and many other factors could affect our future financial
and operating results and could cause actual results to differ materially from
current expectations.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor the selling
stockholder assumes responsibility for the accuracy and completeness of these
statements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results.
</FONT>
<P align="center"><FONT size="2"><B>Part I</B></FONT>


<!-- link1 "RISK FACTORS" -->
<DIV align="left"><A NAME="000"></A></DIV>
<P align="center"><FONT size="2"><B>RISK FACTORS</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Before you invest in our common stock, you should be aware that there are
various risks associated with your investment in our shares of common stock.
We urge you to consider carefully the following factors in evaluating an
investment before you purchase shares of our common stock. You should consider
carefully the following risk factors relating to our business and our common
stock, together with the other information and financial data included or
incorporated in this prospectus.
</FONT>
<P align="left"><FONT size="2"><B>Our Business Risks</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We have no recent operating history.</I></B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Since August of 1996 after our formation to effect the reorganization of
our predecessor company, Libert&#233; Investors, a Massachusetts business trust, we
have been actively pursuing opportunities to acquire one or more operating
companies. Because we have not yet acquired an operating company, we have no
recent operating history nor any recent earnings from operations. We will, in
all likelihood, sustain operating expenses without corresponding revenues until
we acquire an operating company. This may result in a net operating loss that
will increase continuously until we acquire a profitable operating company. We
cannot assure you that we can identify a suitable business opportunity and
consummate a business combination.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>The nature of our operations is highly speculative.</I></B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The success of our plan of operation will depend largely on the
operations, financial condition and management of any identified business
opportunity that we locate through our pursuit as discussed in the preceding
paragraph. While management intends to seek business combinations with
entities having established operating histories, we cannot assure you that we
will be successful in locating candidates meeting that criteria. In the event that we complete a business
combination, the success of our operations may be dependent upon management of
the successor firm and numerous factors beyond our control.
</FONT>
<P align="center"><FONT size="2">
3</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Our stockholders will not have an opportunity to evaluate the specific
merits or risks of any acquisition we make.</I></B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our business purpose is sufficiently broad to authorize us to undertake
any lawful business. Accordingly, we may expand our business through one or
more acquisitions of companies or interests in companies without seeking
stockholder approval. You will not have the ability to evaluate the specific
merits or risks of any acquisitions we make. We cannot assure you that our
management&#146;s determinations with respect to acquisitions will permit us to
achieve our business objectives. We cannot assure you that we will be able to
make a future acquisition or that any future acquisition will be successful.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We lack experience in all businesses except making and purchasing real
estate mortgage loans, which could limit our pool of potential acquisition
candidates.</I></B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have the authority to engage in any lawful business; however, we have
no experience in the operation of any business other than financial services
that primarily involve making and purchasing real estate mortgage loans.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>In pursuing potential acquisitions we expect to encounter intense
competition from other companies.</I></B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We expect to encounter intense competition as we pursue potential
acquisition targets. Many of our competitors possess greater financial,
technical, human and other resources than we possess. We may not be able to
compete with many of these competitors which may lead us to select less
attractive business prospects.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We do not have an existing agreement for an acquisition or other
transaction.</I></B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have no current arrangement, agreement or understanding with respect to
engaging in an acquisition of a private or public company, assets from a
company or interest in a company. We cannot assure you that we will be able to
negotiate an acquisition on favorable terms in the future.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Provisions in our certificate of incorporation may prevent a takeover that
you may deem favorable.</I></B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Our certificate of incorporation and bylaws contain the following
provisions that could prevent or inhibit a third party from acquiring us:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">the transfer restrictions on the shares of our common stock
to preserve federal income tax net operating loss carryforwards and
other tax attributes;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">the requirement that only stockholders owning at least
one-third of the outstanding shares of our common stock may call a
special stockholders&#146; meeting; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">the requirement that stockholders owning at least two-thirds
of the outstanding shares of our common stock must approve any
amendment to our certificate of incorporation provisions concerning
the transfer restrictions and the special stockholders&#146; meetings.
In addition, under our certificate of incorporation, we may issue
shares of preferred stock on terms that are unfavorable to the
holders of our common stock. Any outstanding shares of preferred
stock</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2">
4</FONT>
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<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2"><FONT size="2">&nbsp;</FONT></FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">also could prevent or inhibit a third party from acquiring us. The
existence of these provisions could depress the price of our common
stock or could delay or prevent a takeover attempt.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Our principal stockholder and Chairman of the Board, Gerald J. Ford, may
exercise control in a way that is unfavorable to our other stockholders.</I></B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;As of December&nbsp;20, 2002, Gerald J. Ford beneficially owned 45.47% of the
outstanding shares of our common stock. Mr.&nbsp;Ford also is one of our seven
directors and is our Chairman. As only a plurality of the votes cast at an
annual stockholders&#146; meeting will be required to elect our directors, Mr.
Ford&#146;s significant ownership of the outstanding shares of our common stock also
could enable him to elect all of the directors in the future. In addition, as
the stockholders may remove directors without cause and stockholders owning at
least one-third of the shares of our common stock may call a special
stockholders&#146; meeting, Mr.&nbsp;Ford could also call such a meeting for the purpose
of removing directors. These factors could enable Mr.&nbsp;Ford to influence us in
ways favorable to Mr.&nbsp;Ford, but detrimental to the other stockholders. Mr.
Ford&#146;s beneficial ownership of approximately 45.47% of the outstanding shares
of our common stock also will permit Mr.&nbsp;Ford to block any proposed amendments
to our certificate of incorporation concerning the transfer restrictions on the
shares of our common stock and the special stockholders&#146; meetings because such
changes will require the affirmative vote of stockholders owning at least
two-thirds of the outstanding shares. Finally, as Mr.&nbsp;Ford has restrictive
contractual relationships with certain entities, we do not intend to pursue
acquisitions in certain retail banks or thrifts that have a retail banking
presence in the State of Nevada or the State of California, or certain other
businesses that the entities with which he has such relationships may engage in
the future. We could, however, pursue an acquisition of an operating company in
which Mr.&nbsp;Ford has an interest. We will not make such an acquisition without
the approval of a majority of our disinterested directors.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>We cannot assure you that we will be successful in managing our growth.</I></B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the future, large acquisitions and our growth could strain our
financial, technical, operational and administrative resources. Our failure to
manage our growth successfully could adversely affect our operations and net
revenues through increased operating costs and revenues that do not meet our
expectations.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The success of our future growth will depend on a number of factors,
including:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">our ability to acquire, explore, develop and exploit acquired properties in a timely manner;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">our ability to continue to attract and retain skilled personnel; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">our ability to continue to expand our technical, operational and administrative resources.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>The success of our business strategy depends on the skills of our CEO.</I></B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We are substantially dependent upon the skills of Donald J. Edwards, our
President and CEO. Mr.&nbsp;Edwards has experience in private equity acquisitions.
The loss of the services of Mr.&nbsp;Edwards could hinder our ability to implement
our business strategy. We have no key man insurance on Mr.&nbsp;Edwards to
compensate for the loss of his services.
</FONT>
<P align="center"><FONT size="2">
5</FONT>
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<P align="left"><FONT size="2"><B>Risk Factors Relating to Our Common Stock</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Our stock price may be volatile due to small public float.</I></B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Because the number of shares of our common stock held by the public is
relatively small, the sale of a substantial number of shares of our common
stock, or conversion of another security into a substantial number of shares of
our common stock, may adversely affect the market price of our common stock.
Directors and officers beneficially held approximately 52.93% of our
outstanding common stock at December&nbsp;20, 2002.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Sales, or the availability for sale, of substantial amounts of our common
stock could adversely affect the value of our common stock</I></B><B>.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Sales of substantial amounts of our common stock in the public market, and
the availability of shares for future sale, including shares of our common
stock issuable upon exercise of outstanding options and warrants or other
rights to acquire shares of our common stock, could adversely affect the
prevailing market price of our common stock. This in turn would adversely
affect the value of the common stock and could impair our future ability to
raise capital through an offering of our equity securities.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B><I>Our common stock price is volatile, and consequently an investor may not
be able to resell his or her common stock at or above his or her purchase
price.</I></B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The price at which our common stock trades is likely to be volatile and
may fluctuate due to factors such as:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">our historical and anticipated quarterly and annual operating
results;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">variations between our actual results and analyst and investor
expectations or changes in financial estimates and recommendations by
securities analysts;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">announcements by us or others and developments affecting our business;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">investor perceptions of our company and comparable public companies; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">conditions and trends in general market conditions.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In particular, the stock market has from time to time experienced
significant price and volume fluctuations affecting the stock of financial
companies. Fluctuations may be unrelated to or disproportionate to company
performance. These fluctuations may result in a material decline in the
trading price of our common stock.
</FONT>
<!-- link1 "WHERE YOU CAN FIND MORE INFORMATION" -->
<DIV align="left"><A NAME="001"></A></DIV>
<P align="center"><FONT size="2"><B>WHERE YOU CAN FIND MORE INFORMATION</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We have filed with the Securities and Exchange Commission a registration
statement on Form&nbsp;S-8 under the Securities Act that includes the resale by the
selling stockholder of the securities offered by this prospectus. This
prospectus constitutes a part of that registration statement and does not
contain all of the information in the registration statement. For further
information with respect to us and our common stock, please refer to the
registration statement. Statements in this prospectus regarding exhibits may
not be complete and we refer you to the copy of the full exhibit filed with the
registration statement. Copies of the registration statement, including the
exhibits, as well as the periodic reports, proxy statements and other information we file with the Securities and Exchange
Commission,
</FONT>

<P align="center"><FONT size="2">
6</FONT>
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<P><FONT size="2">may be examined without charge and copies of the materials may be
obtained at prescribed rates from the public reference facilities maintained by
the Securities and Exchange Commission at its principal offices located at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You can get
information about the operation of the public reference facilities by calling
the Securities and Exchange Commission at 1-800-SEC-0330. In addition, the
Securities and Exchange maintains a website that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Securities and Exchange Commission at the address
http://www.sec.gov.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Securities and Exchange Commission allows us to &#147;incorporate&#148; into
this prospectus information that we file with the Securities and Exchange
Commission in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be
part of this prospectus. We incorporate by reference the documents listed
below and any future filings made with the Securities and Exchange Commission
under Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, until all of the securities covered by this prospectus are
sold:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="91%"><FONT size="2">Our Quarterly Report on Form&nbsp;10-Q for the
quarterly period ended September&nbsp;30, 2002, as filed with the
Commission on November&nbsp;14, 2002;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="91%"><FONT size="2">Our Annual Report on Form&nbsp;10-K for the fiscal
year ended June&nbsp;30, 2002, as filed with the Commission on
September&nbsp;27, 2002;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="91%"><FONT size="2">The description of our Common Stock included in
our Registration Statement on Form&nbsp;S-4 as filed with the
Commission on July&nbsp;2, 1996;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="91%"><FONT size="2">All documents subsequently filed by us pursuant
to Sections&nbsp;13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment that indicates that all securities
offered under this prospectus have been sold or that
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this prospectus
and to be a part of this prospectus from the date such
documents are filed.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a document incorporated or deemed to be
incorporated by reference into this prospectus shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference in this prospectus modifies or
supersedes such statement.
</FONT>
<!-- link1 "USE OF PROCEEDS" -->
<DIV align="left"><A NAME="002"></A></DIV>
<P align="center"><FONT size="2"><B>USE OF PROCEEDS</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Libert&#233; will not receive any proceeds from any sale of shares of common
stock by the selling stockholder. The selling stockholder will receive all of
the net proceeds from the sale of shares of common stock offered. We will
receive the exercise price of the options at the time of their exercise. Such
proceeds will be contributed to working capital and will be used for general
corporate purposes.
</FONT>
<P align="center"><FONT size="2">
7</FONT>
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<!-- link1 "SELLING STOCKHOLDER" -->
<DIV align="left"><A NAME="003"></A></DIV>
<P align="center"><FONT size="2"><B>SELLING STOCKHOLDER</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>General. </I>Donald J. Edwards, our President and CEO, is the selling
stockholder and is an &#147;affiliate&#148; of Libert&#233; under Rule&nbsp;405 promulgated under
the Securities Act. The selling stockholder has acquired 166,667 and may
acquire 166,666 additional shares of our common stock upon the exercise of the
option granted to him under his Employment Agreement dated July&nbsp;1, 2002, with
Libert&#233;. The selling stockholder also may in the future acquire 2,573,678
shares of common stock upon exercise of his options granted under the
Non-Qualified Stock Option Agreement dated as of July&nbsp;9, 2002 pursuant to the
Plan and approved by the stockholders on November&nbsp;8, 2002. The agreements
referred to above in this paragraph will sometimes be referred to in this
prospectus as the &#147;Employment Agreement&#148; and the &#147;Option Agreement.&#148;
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;This prospectus covers offers and sales from time to time of our common
stock by the selling stockholder issued or issuable pursuant to the Edwards
Grant and the Option Agreement under the Plan. Under Rule&nbsp;416 of the
Securities Act, the selling stockholder also may offer and sell shares of
common stock issued to the selling stockholder as a result of, among other
events, stock splits, stock dividends and similar events that effect the number
of shares of common stock currently held by the selling stockholder.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Selling Stockholder Table.</I> The following table sets forth information for
the selling stockholder as of December&nbsp;20, 2002. The table lists the selling
stockholder&#146;s name, the number of shares of common stock beneficially owned by
the selling stockholder before this offering, the number of shares of common
stock acquired by the selling stockholder upon the exercise of the Edwards
Grant and the Option Agreement that may then be offered by the selling
stockholder under this prospectus, and the number of shares of common stock to
be owned by the selling stockholder upon completion of the offering if all
shares registered for resale by this registration statement are sold and
assuming the exercise of all of the options held by the selling stockholder.
Beneficial ownership is determined in accordance with the rules of the
Commission and includes voting or investment power with respect to the
securities. Subject to applicable community property laws, the selling
stockholder possesses sole voting and investment power with respect to all
shares of common stock shown to be beneficially owned by him. The number of
shares of common stock outstanding used in calculating the percentage of the
class for the selling stockholder includes shares of common stock underlying
options held by him that are exercisable within 60 calendar days of December
20, 2002, but excludes shares of common stock underlying options held by any
other person.
</FONT>
<P align="center"><FONT size="2">8</FONT>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="33%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
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    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Shares of Common Stock</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="6"><FONT size="1"><B>Shares of Common Stock</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>Beneficially Owned</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="11"><FONT size="1"><B>Beneficially Owned Before the Offering</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="7"><FONT size="1"><B>After the Offering</B></FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B></B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="11"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="7"><HR size="1" noshade></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number of</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Number of</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>of Shares</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Shares</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Shares</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Name of Selling</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Beneficially</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Percent</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Being</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Beneficially</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Percent of</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Stockholder</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Owned (1)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>of Class</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offered(2)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Owned (3)</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center" colspan="3"><FONT size="1"><B>Class (3)</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD colspan="3"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">

<TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Donald
J. Edwards<BR>
President, Chief
Executive Officer
and Director</FONT></DIV></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">633,595</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD nowrap align="right"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">3.01</FONT></TD>
    <TD nowrap><FONT size="2">%</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">2,907,011</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="right"><FONT size="2">&#151;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Includes 166,667 shares that have been acquired by the partial exercise
of the Edwards Grant and includes that portion of the Edwards Grant and
the Option Grant that are exercisable within 60 calendar days of December
20, 2002.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Represents the shares of common stock that the selling stockholder may
acquire by full exercise of the Edwards Grant and Option Grant.
Registration of the shares of common stock for resale does not mean that
all or any portion of these shares will be offered or sold by the selling
stockholder pursuant to this prospectus.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Assumes that the selling stockholder sells all of his shares of common
stock covered by this prospectus.</FONT></TD>
</TR>
</TABLE>
<!-- link1 "PLAN OF DISTRIBUTION" -->
<DIV align="left"><A NAME="004"></A></DIV>
<P align="center"><FONT size="2"><B>PLAN OF DISTRIBUTION</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholder may, from time to time, sell all or a portion of
the shares of common stock being registered hereunder in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices related to such market prices
or at negotiated prices. The selling stockholder may sell his shares of common
stock by one or more of the following methods, without limitation:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">transactions on the New York Stock Exchange, on any other national
securities exchange or quotation system or in the over-the-counter
market on which shares of our common stock may be listed or quoted at
the time of any sale;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">block trades in which a broker or dealer will attempt to sell the
shares of common stock as agent for the selling stockholder, but may
take a position and resell a portion of the block as principal to
facilitate the transaction;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">ordinary brokerage transactions and transactions in which a broker
or dealer solicits purchasers;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">privately negotiated transactions with purchasers, underwriters, brokers or dealers;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">transactions in connection with short sales of the shares of common stock;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">transactions involving the writing of options on the shares of
common stock which may be listed on an options exchange or otherwise;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">transactions involving the pledge of the shares of common stock to
secure debt or other obligations;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">hedging transactions;</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2">
9</FONT>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">to the extent required to be registered, transactions involving the
distribution of the shares of common stock by any selling stockholder
to its partners, members or securityholders; or</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&#149;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="93%"><FONT size="2">any combination of the transactions identified above.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;From time to time the selling stockholder may engage in short sales, short
sales against the box, puts and calls and other transactions in our securities
or derivatives thereof and may sell and deliver the shares of common stock in
connection therewith or in settlement of securities loans. From time to time
the selling stockholder may pledge his shares of common stock pursuant to the
margin provisions of his customer agreements with his brokers, if any. Upon a
default by the selling stockholder, the selling stockholder&#146;s brokers may offer
and sell the pledged shares of common stock from time to time.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In effecting sales, brokers and dealers engaged by the selling stockholder
may arrange for other brokers or dealers to participate in such sales. Brokers
or dealers may receive commissions or discounts from the selling stockholder
(or, if any such broker-dealer acts as agent for the purchaser of such shares,
from such purchaser) in amounts to be negotiated which are not expected to
exceed those customary in the types of transactions involved. Broker-dealers
may agree with the selling stockholder to sell a specified number of such
shares of common stock at a stipulated price per share, and, to the extent such
broker-dealer is unable to do so acting as agent for the selling stockholder,
to purchase as principal any unsold shares of common stock at the price
required to fulfill the broker-dealer commitment to the selling stockholder.
Broker-dealers who acquire shares of common stock as principal may thereafter
resell such shares of common stock from time to time in transactions (which may
involve block transactions and sales to and through other broker-dealers,
including transactions of the nature described above) in the over-the-counter
market or otherwise at prices and on terms then prevailing at the time of sale,
at prices then related to the then-current market price or in negotiated
transactions and, in connection with such resales, may pay to or receive from
the purchasers of such shares commissions as described above. The selling
stockholder may also sell the shares of common stock in accordance with Rule
144 under the Securities Act, rather than pursuant to this prospectus.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The selling stockholder and any broker-dealers or agents that participate
with the selling stockholder in sales of the shares of common stock may be
deemed to be &#147;underwriters&#148; within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;To comply with certain states&#146; securities laws, if applicable, the shares
of common stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states, the common stock
may not be sold unless the common stock has been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and is satisfied.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If a material change occurs in the plan of distribution disclosed in this
prospectus, the selling stockholder will not be able to effect transactions in
the shares of common stock covered by the prospectus until such time as a
post-effective amendment to the registration statement registering the shares
covered by this prospectus is filed with the Securities and Exchange
Commission.
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The plan of
distribution disclosed in this prospectus is subject to any
restrictions in our certificate of incorporation.</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any securities covered by this prospectus that qualify for sale pursuant
to Rule&nbsp;144 of the Securities Act may be sold under that Rule rather than
pursuant to this prospectus. We cannot assure that the selling stockholder
will sell any or all of the shares offered hereunder.
</FONT>
<P align="center"><FONT size="2">
10</FONT>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<!-- link1 "LEGAL MATTERS" -->
<DIV align="left"><A NAME="005"></A></DIV>
<P align="center"><FONT size="2"><B>LEGAL MATTERS</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The validity of the shares of common stock offered by this prospectus will
be passed upon by Haynes and Boone, LLP, Dallas, Texas.
</FONT>
<!-- link1 "EXPERTS" -->
<DIV align="left"><A NAME="006"></A></DIV>
<P align="center"><FONT size="2"><B>EXPERTS</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The consolidated financial statements of Libert&#233; and subsidiary as of June
30, 2002 and 2001, and for each of the years in the three-year period ended
June&nbsp;30, 2002, have been incorporated by reference herein in reliance on the
report of KPMG LLP, independent accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon the written or oral request
of each person, a copy of any and all of the documents incorporated by
reference (other than exhibits to the documents unless exhibits are
specifically incorporated by reference in the documents). Any request should
be directed to the attention of Libert&#233;&#146;s Investor Relations Department, 200
Crescent Court, Suite&nbsp;1365, Dallas, Texas 75201, telephone (214)&nbsp;871-5935.
</FONT>
<!-- link1 "INDEMNIFICATION ARRANGEMENTS" -->
<DIV align="left"><A NAME="007"></A></DIV>
<P align="center"><FONT size="2"><B>INDEMNIFICATION ARRANGEMENTS</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(a) of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, which are
collectively referred to herein as a proceeding (other than an action by or in
the right of the corporation), by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys&#146;
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding, if
such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(b) of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of
the fact that such person acted in any of the capacities set forth above,
against such expenses actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit if he or she
acted under similar standards, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses which the court shall deem
proper.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further, Section&nbsp;145(c) of the Delaware General Corporation Law provides
that, to the extent a director or officer of a corporation has been successful
on the merits or otherwise in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, he
or she shall be indemnified against expenses (including attorneys&#146; fees)
actually and reasonably incurred by him or her in connection therewith.
</FONT>

<P align="center"><FONT size="2">
11</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(f) of the Delaware General Corporation Law provides that the
statutory provisions on indemnification are not exclusive of indemnification
provided pursuant to, among other things, the bylaws or indemnification
agreements. Libert&#233; has entered into indemnification agreements with each of
its directors and its executive officers pursuant to which we have agreed to
indemnify the director or executive officer to the fullest extent permitted by
law, and to advance expenses, if the director or executive officer becomes a
party to, or witness or other participant in, any threatened, pending or
completed action, suit or proceeding by reason of any occurrence related to the
fact that such person is or was a director, officer, agent or fiduciary of
Libert&#233; or a subsidiary of Libert&#233;, or another entity at Libert&#233;&#146;s request,
unless a reviewing party (either outside counsel or a committee of the Board of
Directors) determines that the person would not be entitled to indemnification
under applicable law.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
but excludes specifically liability for any (i)&nbsp;breach of the director&#146;s duty
of loyalty to the corporation or its stockholders, (ii)&nbsp;acts or omissions not
in good faith or involving intentional misconduct or a knowing violation of
law, (iii)&nbsp;payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv)&nbsp;transactions from which the director derived an improper
personal benefit. The provision does not limit equitable remedies, such as an
injunction or rescission for breach of a director&#146;s fiduciary duty of care.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;IX of our Certificate of Incorporation provides generally for
indemnification of all such directors, officers and agents. In addition,
Article&nbsp;IX of our Certificate of Incorporation of Libert&#233; provides that, to the
fullest extent permitted by the Delaware General Corporation Law, as the same
exists or may hereafter be amended, a director of Libert&#233; shall not be
personally liable to Libert&#233; or its stockholders for monetary damages for
breach of fiduciary duty as a director.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Libert&#233; has entered into an Indemnification Agreement with Donald J.
Edwards, an officer and director of Libert&#233;, which provides that Mr.&nbsp;Edwards
will be indemnified by Libert&#233; to the fullest extent permitted by law.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
</FONT>
<P align="center"><FONT size="2">
12</FONT>
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<P align="left"><FONT size="2"><B>PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B></FONT>


<P align="left"><FONT size="2"><B>Item&nbsp;3. Incorporation of Documents by Reference</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Securities and Exchange Commission allows us to &#147;incorporate&#148; into
this prospectus information that we file with the Securities and Exchange
Commission in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be
part of this prospectus. We incorporate by reference the documents listed
below and any future filings made with the Securities and Exchange Commission
under Sections&nbsp;13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, until all of the securities covered by this prospectus are
sold:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(a)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="91%"><FONT size="2">Our Quarterly Report on Form&nbsp;10-Q for the
quarterly period ended September&nbsp;30, 2002, as filed with the
Commission on November&nbsp;14, 2002;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(b)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="91%"><FONT size="2">Our Annual Report on Form&nbsp;10-K for the fiscal
year ended June&nbsp;30, 2002, as filed with the Commission on
September&nbsp;27, 2002;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(c)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="91%"><FONT size="2">The description of our Common Stock included in
our Registration Statement on Form&nbsp;S-4 as filed with the
Commission on July&nbsp;2, 1996;</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(d)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="91%"><FONT size="2">All documents subsequently filed by us pursuant
to Sections&nbsp;13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment that indicates that all securities
offered under this prospectus have been sold or that
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this prospectus
and to be a part of this prospectus from the date such
documents are filed.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any statement contained in a document incorporated or deemed to be
incorporated by reference into this prospectus shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference in this prospectus modifies or
supersedes such statement.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;4. Description of Securities</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;5. Interests of Named Experts and Counsel</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;6. Indemnification of Directors and Officers</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp; Section&nbsp;145(a) of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, which are
collectively referred to herein as a proceeding (other than an action by or in
the right of the corporation), by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys&#146;
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding, if
such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful.
</FONT>
<P align="center"><FONT size="2">
13</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(b) of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of
the fact that such person acted in any of the capacities set forth above,
against such expenses actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit if he or she
acted under similar standards, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses which the court shall deem
proper.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Further, Section&nbsp;145(c) of the Delaware General Corporation Law provides
that, to the extent a director or officer of a corporation has been successful
on the merits or otherwise in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, he
or she shall be indemnified against expenses (including attorneys&#146; fees)
actually and reasonably incurred by him or her in connection therewith.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145(f) of the Delaware General Corporation Law provides that the
statutory provisions on indemnification are not exclusive of indemnification
provided pursuant to, among other things, the bylaws or indemnification
agreements. Libert&#233; has entered into indemnification agreements with each of
its directors and its executive officers pursuant to which we have agreed to
indemnify the director or executive officer to the fullest extent permitted by
law, and to advance expenses, if the director or executive officer becomes a
party to, or witness or other participant in, any threatened, pending or
completed action, suit or proceeding by reason of any occurrence related to the
fact that such person is or was a director, officer, agent or fiduciary of
Libert&#233; or a subsidiary of Libert&#233;, or another entity at Libert&#233;&#146;s request,
unless a reviewing party (either outside counsel or a committee of the Board of
Directors) determines that the person would not be entitled to indemnification
under applicable law.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
but excludes specifically liability for any (i)&nbsp;breach of the director&#146;s duty
of loyalty to the corporation or its stockholders, (ii)&nbsp;acts or omissions not
in good faith or involving intentional misconduct or a knowing violation of
law, (iii)&nbsp;payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv)&nbsp;transactions from which the director derived an improper
personal benefit. The provision does not limit equitable remedies, such as an
injunction or rescission for breach of a director&#146;s fiduciary duty of care.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;IX of our Certificate of Incorporation provides generally for
indemnification of all such directors, officers and agents. In addition,
Article&nbsp;IX of our Certificate of Incorporation of Libert&#233; provides that, to the
fullest extent permitted by the Delaware General Corporation Law, as the same
exists or may hereafter be amended, a director of Libert&#233; shall not be
personally liable to Libert&#233; or its stockholders for monetary damages for
breach of fiduciary duty as a director.
</FONT>
<P align="center"><FONT size="2">
14</FONT>
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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp; Libert&#233; has entered into an Indemnification Agreement with Donald J.
Edwards, an officer and director of Libert&#233;, which provides that Mr.&nbsp;Edwards
will be indemnified by Libert&#233; to the fullest extent permitted by law.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;7. Exemption from Registration Claimed</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The 333,333 shares of Libert&#233;&#146;s common stock under the Edwards Grant that
have been or may be issued to the selling stockholder pursuant to his
employment agreement with Libert&#233; and subsequently included in this
registration statement for reoffer and resale pursuant to the reoffer
prospectus, include 166,667 shares that originally were issued by Libert&#233; in
reliance on an exemption from registration contained in Section&nbsp;4(2) of the
Securities Act. These shares were issued in transactions that Libert&#233; believes
did not involve a public offering based on the number and nature of the persons
involved and the private character of such transactions. The 2,573,678 shares
underlying the Edwards Option that have not been issued by Libert&#233; to the
selling stockholder pursuant to his Non-Qualified Stock Option Agreement with
Libert&#233; and subsequently included in this registration statement for reoffer
and resale pursuant to the reoffer prospectus are also being registered for
issuance by the Company to Mr.&nbsp;Edwards in this registration statement.
</FONT>
<P align="left"><FONT size="2"><B>Item&nbsp;8. Exhibits</B></FONT>


<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Exhibit No.</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Description of Exhibits</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">3.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Restated Certificate of Incorporation of Libert&#233; filed as an Exhibit to Libert&#233;&#146;s
Form&nbsp;S-4 filed July&nbsp;2, 1996 and incorporated by reference herein.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">3.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Bylaws of Libert&#233;, as amended filed as an Exhibit to Libert&#233;&#146;s Form
S-4 filed July&nbsp;2, 1996 and incorporated by reference herein.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Specimen Common Stock certificate of Libert&#233; Investors Inc. (1)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Registration Rights Agreement dated as of July&nbsp;1, 2002, by and
between Libert&#233; Investors, Inc. and Donald J. Edwards filed as an
Exhibit to Libert&#233;&#146;s Form&nbsp;8-K filed on July&nbsp;11, 2002 and incorporated
herein by reference.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">5.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion of Haynes and Boone, LLP, with respect to the validity of the
issuance of the securities registered hereunder. (1)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">10.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Libert&#233; Investors Inc. 2002 Long Term Incentive Plan filed as an
Exhibit to Libert&#233;&#146;s Form&nbsp;8-K filed on July&nbsp;11, 2002 and incorporated
herein by reference.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">10.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Employment Agreement dated as of July&nbsp;1, 2002, by and between Libert&#233;
Investors Inc. and Donald J. Edwards filed as an Exhibit to Libert&#233;&#146;s
Form&nbsp;8-K filed on July&nbsp;11, 2002 and incorporated by reference herein.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">10.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Stock Purchase Agreement dated July&nbsp;9, 2002, by and between Libert&#233;
Investors Inc. and Donald J. Edwards. (1)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">10.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Nonqualified Stock Option Agreement dated as of July&nbsp;9, 2002, by and
between Libert&#233; Investors Inc. and Donald J. Edwards filed as an Exhibit
to Libert&#233;&#146;s Form&nbsp;8-K filed on July&nbsp;11, 2002 and incorporated by reference
herein.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">10.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Indemnification Agreement dated as of July&nbsp;1, 2002, by and between
Libert&#233; Investors Inc. and Donald J. Edwards filed as an Exhibit to
Libert&#233;&#146;s Form&nbsp;8-K filed on July&nbsp;11, 2002 and incorporated by reference
herein.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Haynes and Boone, LLP (included in its opinion filed as
Exhibit&nbsp;5.1 to this Registration Statement). (1)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of KPMG LLP. (1)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">24.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Power of attorney of the directors and certain officers of the
Company (included on the signature page of this Registration
Statement.) (1)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Filed herewith.</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2">
15</FONT>
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<P align="left"><FONT size="2"><B>Item&nbsp;9. Undertakings</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;a.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned Registrant hereby undertakes:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="6%"></TD>
        <TD width="94%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="15%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(i)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="80%"><FONT size="2">to include any prospectus required
by Section&nbsp;10(a)(3) of the Securities Act of
1933, as amended (the &#147;Securities Act&#148;);</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(ii)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="91%"><FONT size="2">to reflect in the prospectus any
facts or events arising after the effective date
of the Registration Statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">(iii)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="91%"><FONT size="2">to include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="91%"><FONT size="2">provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section&nbsp;13 or Section&nbsp;15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="91%"><FONT size="2">(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD width="5%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="91%"><FONT size="2">(3)&nbsp;To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;b.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant&#146;s annual report pursuant to Section&nbsp;13(a) or Section&nbsp;15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan&#146;s
annual report pursuant to Section&nbsp;15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;c.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
</FONT>
<P align="center"><FONT size="2">
16</FONT>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>
<P align="center"><FONT size="2"><B>SIGNATURES AND POWER OF ATTORNEY</B></FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form&nbsp;S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on the 20th day of December, 2002.
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="55%">
<TR valign="bottom">
    <TD width="40%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="47%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top" colspan="2"><FONT size="2">
LIBERT&#201; INVESTORS INC.</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD valign="top"><FONT size="2">By:</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
/s/ Ellen V. Billings<BR>
</FONT><HR size="1" noshade><FONT size="2">
Ellen V. Billings<BR>
Vice President, Secretary and Treasurer</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2"><B>POWER OF ATTORNEY</B></FONT>


<P><FONT size="2">KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below hereby constitutes and appoints Donald J. Edwards and Ellen V. Billings,
and each of them, each with full power to act without the other, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his substitutes
may lawfully do or cause to be done by virtue hereto.
</FONT>
<P><FONT size="2">Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
included:
</FONT>
<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Signature</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Date</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR>
    <TD valign="top"><FONT size="2">/s/ DONALD J. EDWARDS
<HR size="1" noshade>
Donald J. Edwards<br>
Chief Executive Officer
(Principal Executive Officer)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
December&nbsp;20, 2002</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ ELLEN V. BILLINGS
<HR size="1" noshade>
Ellen V. Billings<br>
Vice President &#038; Controller
(Principal Financial Officer and
Principal Accounting Officer)</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
December&nbsp;20, 2002</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2">
17</FONT>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>



<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="30%">&nbsp;</TD>
    <TD width="50%">&nbsp;</TD>
    <TD width="20%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>&nbsp;</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>&nbsp;</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center">&nbsp;</TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ GERALD J. FORD
<HR size="1" noshade>
Gerald J. Ford<BR>
Chairman of the Board</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
December&nbsp;20, 2002</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ GENE H. BISHOP
<HR size="1" noshade>
Gene H. Bishop<BR>
Director</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
December&nbsp;20, 2002</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ HARVEY B. CASH
<HR size="1" noshade>
Harvey B. Cash<BR>
Director</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
December&nbsp;20, 2002</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ JEREMY B. FORD
<HR size="1" noshade>
Jeremy B. Ford<BR>
Director</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
December&nbsp;20, 2002</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ EDWARD W. ROSE, III
<HR size="1" noshade>
Edward W. Rose, III<BR>
Director</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
December&nbsp;20, 2002</FONT></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR>
    <TD valign="top"><FONT size="2">/s/ GARY SHULTZ
<HR size="1" noshade>
Gary Shultz<BR>
Director</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="center" valign="top"><FONT size="2">
December&nbsp;20, 2002</FONT></TD>
</TR>
</TABLE>
</CENTER>

<P align="center"><FONT size="2">
18</FONT>
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<H5 align="left" style="page-break-before:always"><A HREF="#toc">Table of Contents</A></H5><P>

<P align="center"><FONT size="2"><B>EXHIBIT INDEX</B></FONT>


<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="100%">
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="87%">&nbsp;</TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><FONT size="1"><B>Exhibit No.</B></FONT></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><FONT size="1"><B>Description of Exhibits</B></FONT></TD>
</TR>
<TR valign="bottom">
    <TD nowrap align="center"><HR size="1" noshade></TD>
    <TD><FONT size="1">&nbsp;</FONT></TD>
    <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
    <TD valign="top"><FONT size="2">3.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Restated Certificate of Incorporation of Libert&#233; filed as an Exhibit to Libert&#233;&#146;s
Form&nbsp;S-4 filed July&nbsp;2, 1996 and incorporated by reference herein.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">3.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Bylaws of Libert&#233;, as amended filed as an Exhibit to Libert&#233;&#146;s Form
S-4 filed July&nbsp;2, 1996 and incorporated by reference herein.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Specimen Common Stock certificate of Libert&#233; Investors Inc. (1)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">4.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Registration Rights Agreement dated as of July&nbsp;1, 2002, by and
between Libert&#233; Investors, Inc. and Donald J. Edwards filed as an
Exhibit to Libert&#233;&#146;s Form&nbsp;8-K filed on July&nbsp;11, 2002 and incorporated
herein by reference.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">5.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Opinion of Haynes and Boone, LLP, with respect to the validity of the
issuance of the securities registered hereunder. (1)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">10.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Libert&#233; Investors Inc. 2002 Long Term Incentive Plan filed as an
Exhibit to Libert&#233;&#146;s Form&nbsp;8-K filed on July&nbsp;11, 2002 and incorporated
herein by reference.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">10.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Employment Agreement dated as of July&nbsp;1, 2002, by and between Libert&#233;
Investors Inc. and Donald J. Edwards filed as an Exhibit to Libert&#233;&#146;s
Form&nbsp;8-K filed on July&nbsp;11, 2002 and incorporated by reference herein.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">10.3</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Stock Purchase Agreement dated July&nbsp;9, 2002, by and between Libert&#233;
Investors Inc. and Donald J. Edwards. (1)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">10.4</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Nonqualified Stock Option Agreement dated as of July&nbsp;9, 2002, by and
between Libert&#233; Investors Inc. and Donald J. Edwards filed as an Exhibit
to Libert&#233;&#146;s Form&nbsp;8-K filed on July&nbsp;11, 2002 and incorporated by reference
herein.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">10.5</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Indemnification Agreement dated as of July&nbsp;1, 2002, by and between
Libert&#233; Investors Inc. and Donald J. Edwards filed as an Exhibit to
Libert&#233;&#146;s Form&nbsp;8-K filed on July&nbsp;11, 2002 and incorporated by reference
herein.</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of Haynes and Boone, LLP (included in its opinion filed as
Exhibit&nbsp;5.1 to this Registration Statement). (1)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">23.2</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Consent of KPMG LLP. (1)</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">&nbsp;</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><FONT size="2">24.1</FONT></TD>
    <TD><FONT size="2">&nbsp;</FONT></TD>
    <TD align="left" valign="top"><FONT size="2">
Power of attorney of the directors and certain officers of the
Company (included on the signature page of this Registration
Statement.) (1)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Filed herewith.</FONT></TD>
</TR>
</TABLE>

<P align="center"><FONT size="2">&nbsp;</FONT>



</BODY>
</HTML>
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{"company-data": {"conformed-name": "LIBERTE INVESTORS INC", "cik": "0001017907", "assigned-sic": "6770", "irs-number": "751328153", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-102210", "film-number": "02868971"}, "business-address": {"street1": "200 CRESCENT COURT", "street2": "SUITE 1365", "city": "DALLAS", "state": "TX", "zip": "75201", "phone": "2148715935"}, "mail-address": {"street1": "200 CRESCENT COURT", "street2": "SUITE 1365", "city": "DALLAS", "state": "TX", "zip": "75201"}}
Liberte Investors Inc.
Table of Contents
As filed with the Securities and
Exchange Commission on December 26, 2002
Registration
No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
LIBERTÉ INVESTORS INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of
incorporation or organization)
75-1328153
(I.R.S. Employer Identification No.)
200 Crescent Court
Suite 1365
Dallas, Texas
(Address of Principal Executive Offices)
75201
(Zip Code)
LIBERTÉ INVESTORS INC. 2002 LONG TERM INCENTIVE PLAN
OPTION GRANTED TO DONALD J. EDWARDS PURSUANT TO HIS EMPLOYMENT AGREEMENT
(Full title of the plans)
ELLEN V. BILLINGS
200 Crescent Court
Suite 1365
Dallas, Texas 75201
(Name and address of agent for service)
Tel: (214) 871-5935
Fax: (214) 871-5199
(Telephone number, including area code, of agent for service)
With a copy to:
TAYLOR H. WILSON
Haynes and Boone, LLP
901 Main Street
Suite 3100
Dallas, Texas 75202-3789
Tel: (214) 651-5000
Fax: (214) 651-5940
CALCULATION OF REGISTRATION FEE
Amount
Proposed Maximum
Proposed Maximum
Amount of
Title of Securities to be Registered
to be Registered
Offering Price Per Share(4)
Aggregate Offering Price(4)
Registration Fee
Common Stock, par value $0.01 per share
6,000,000
(1)(2)(3)
$
3.62
$
21,722,650
$
1,999
Common Stock, par value $0.01 per share,
issuable pursuant to an option granted
to Donald J. Edwards
333,333
(2)(3)
$
3.00
$
999,999
$
92
Total
6,333,333
—
$
22,722,649
$
2,091
(4)
(1)
The 6,000,000 shares (the "Plan Shares") of Liberté Investors Inc. (the "Company" or "Liberté") that may be delivered pursuant to awards under
the Liberté Investors Inc. 2002 Long Term Incentive Plan (the "Plan") and registered hereby represent shares of common stock reserved for issuance
under the Plan pursuant to stockholder approval on November 8, 2002 of the Plan. Included in the Plan Shares are 2,573,678 shares of common stock
that may be issued pursuant to an option granted to Donald J. Edwards pursuant to his Non-Qualified Stock Option Agreement with the Company (the
"Edwards Option") that are also being registered for resale under this registration statement pursuant to Mr. Edwards' Employment Agreement with
the Company dated July 1, 2002 and Registration Rights Agreement with the Company with the Company dated July 1, 2002.
(2)
The Company is registering for
resale (a) 166,667 shares of common stock previously issued to Donald J. Edwards pursuant to the option granted to Mr.
Edwards pursuant to his Employment Agreement, dated as of
July 1, 2002, and which had an exercise price of $3.00 per share (the "Edwards Grant"),
(b) 166,666 additional shares of common stock that may be issued
to Donald J. Edwards pursuant to the Edwards Grant and (c) 2,573,678 shares of common stock that
may be issued to Donald J. Edwards pursuant to the Edwards Option.
(3)
Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement also shall
cover such indeterminable number of additional shares of common stock as may become issuable pursuant to terms of the Plan, designed to prevent
dilution resulting from stock splits, stock dividends, mergers or combinations or similar events.
(4)
The offering price per share for the Plan Shares has been calculated in accordance with paragraphs (c) and (h)(1) of Rule 457 promulgated
under the Securities Act based on the average of the high and low sale prices for the common stock reported on the New York Stock Exchange
("NYSE") on December 20, 2002 (which is within five business days prior to the date of filing this Registration Statement), which was $4.13 per
share. The aggregate offering price and the amount of the registration fee have been calculated in accordance with paragraphs (c) and (h)(1) of
Rule 457 and include 2,823,678 shares of common stock issuable upon exercise of options granted under the Plan at an average exercise price of
$3.00. The offering price per share, the aggregate offering price and the registration fee with respect to the shares of common stock issuable
under the Edwards Grant have been calculated in accordance with paragraph (h) (1) of Rule 457 promulgated under the Securities Act, based on an
exercise price of $3.00 per share for the 333,333 shares being registered for issuance pursuant to the Edwards Grant. In accordance with
paragraph (h)(3) of Rule 457 no additional filing fee shall be paid with respect to the resale of 2,907,011 shares issuable to Donald J. Edwards
and registered for resale herein.
TABLE OF CONTENTS
RISK FACTORS
WHERE YOU CAN FIND MORE INFORMATION
USE OF PROCEEDS
SELLING STOCKHOLDER
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
INDEMNIFICATION ARRANGEMENTS
EX-4.1 Specimen Common Stock Certificate
EX-5.1 Opinion/Consent of Haynes and Boone, LLP
EX-10.3 Stock Purchase Agreement
EX-23.2 Consent of KPMG LLP
Table of Contents
Explanatory Note
This registration statement includes two parts.
The documents constituting the
prospectus under Part I of this registration statement for the Liberte
Investors Inc. 2002 Long Term Incentive Plan (the "Plan Prospectus") will be
sent or given to participants in the Long Term Incentive Plan as specified by
Rule 428(b) under the Securities Act. The Plan Prospectus has been omitted
from this registration statement as permitted by Part I of Form S-8. The
registration statement also includes a second prospectus (the "Reoffer
Prospectus") to be used in connection with reoffers and resales of Liberte's
common stock issued or issuable to Donald J. Edwards as compensation for his
services. The Reoffer Prospectus is filed as part of this registration
statement as required by Form S-8.
PART I — INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Item 1 — Plan Information
The document(s) containing the information specified in Part I of Form S-8 will
be sent or given to participants in the Liberté Investors Inc. 2002 Long Term
Incentive Plan as specified by Rule 428(b)(1) of the Securities Act. These
documents and the documents incorporated herein by reference pursuant to Item 3
of Part II of this registration statement, taken together, constitute the Plan
Prospectus, meeting the requirements of Section 10(a) of the Securities Act.
The Reoffer Prospectus to be used in connection with sales of common stock
issued or issuable to Donald J. Edwards as compensation for his services will
be used to meet the requirements of Section 10(a) of the Securities Act with
respect to those securities.
Item 2 — Registrant Information and Employee Plan Annual Information
Upon written or oral request by a participant in the Plan listed in Item 1,
Liberté will provide any of the documents incorporated by reference in Part II,
Item 3 of this registration statement (which documents are incorporated by
reference into the Plan Prospectus), any documents required to be delivered to
participants pursuant to Rule 428(b) and other additional information about the
Plan. All of such documents and information will be available without charge.
Any and all requests for such documents should be directed to Liberté's
Secretary at 200 Crescent Court, Suite 1365, Dallas, Texas 75201 or by
telephone at (214) 871-5935.
Table of Contents
PROSPECTUS
Liberté Investors Inc.
2,907,011 Shares of Common Stock
(par value $0.01 per share)
We use the terms "we," "us," "our" and "Liberté" to refer to Liberté
Investors Inc., a Delaware corporation, and its subsidiary unless the context
indicates otherwise.
This prospectus relates to 2,907,011 shares of common stock of Liberté
Investors Inc. to be offered and sold from time to time by Donald J. Edwards,
the President, Chief Executive Officer and a director of Liberté who we will
refer to in the prospectus as the selling stockholder.
We will not receive any proceeds from sales of the shares of common stock
by the selling stockholder. Except for underwriting discounts and selling
commissions that may be paid by the selling stockholder, we have agreed to pay
all expenses incurred in connection with the registration of the shares of
common stock covered by this prospectus.
The selling stockholder has advised us that he may sell the shares of
common stock from time to time at market prices prevailing at the time of sale,
prices related to prevailing market prices or privately negotiated prices.
Additional information relating to the distribution of the shares of common
stock by the selling stockholder can be found in this prospectus under the
heading "Plan of Distribution."
Our common stock is traded on the New York Stock Exchange (also sometimes
referred to as NYSE) under the symbol "LBI." On
December 24, 2002, the last
reported sale price of the common stock on the NYSE was $4.16 per share. The
address for our principal executive offices is 200 Crescent Court, Suite 1365,
Dallas, Texas 75201 and the telephone number of our principal executive offices
is (214) 871-5935.
You should review carefully the "Risk Factors" beginning on page 3 for
information that should be considered by all prospective investors.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus. Any representation to the contrary is
a criminal offense.
The date of this prospectus is
December 26, 2002.
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No person has been authorized to give any information or to make any
representation in connection with the distribution of common stock to which
this prospectus relates other than those contained herein; and if given or
made, such information or representation must not be relied upon as having been
authorized by Liberté. This prospectus does not constitute an offer or
solicitation by anyone in any state in which such offer or solicitation is not
authorized or in which the person making such offer or solicitation is not
qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
TABLE OF CONTENTS
Page
Risk Factors
3
Where You Can Find More Information
6
Use of Proceeds
7
Selling Stockholder
8
Plan of Distribution
9
Legal Matters
11
Experts
11
Indemnification Arrangements
11
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Special Note Regarding Forward-Looking Statements
Certain information contained, referred to or incorporated by reference in
this prospectus is forward-looking in nature. All statements included, referred
to or incorporated by reference in this prospectus, other than statements of
historical fact, are forward-looking statements. Examples of forward-looking
statements include statements regarding our future financial results, operating
results, business strategies, projected costs, products, competitive positions
and plans and objectives of management for future operations. In some cases,
forward-looking statements can be identified by terminology such as "may,"
"will," "should," "would," "expects," "plans," "anticipates," "believes,"
"estimates," "predicts," "potential," "continue," or the negative of these
terms or other comparable terminology. Any expectations based on these
forward-looking statements are subject to risks and uncertainties and other
important factors, including without limitation those under "Risk Factors" in
this prospectus. These and many other factors could affect our future financial
and operating results and could cause actual results to differ materially from
current expectations.
Although we believe that the expectations reflected in the forward-looking
statements are reasonable, we cannot guarantee future results, levels of
activity, performance or achievements. Moreover, neither we nor the selling
stockholder assumes responsibility for the accuracy and completeness of these
statements. We are under no duty to update any of the forward-looking
statements after the date of this prospectus to conform these statements to
actual results.
Part I
RISK FACTORS
Before you invest in our common stock, you should be aware that there are
various risks associated with your investment in our shares of common stock.
We urge you to consider carefully the following factors in evaluating an
investment before you purchase shares of our common stock. You should consider
carefully the following risk factors relating to our business and our common
stock, together with the other information and financial data included or
incorporated in this prospectus.
Our Business Risks
We have no recent operating history.
Since August of 1996 after our formation to effect the reorganization of
our predecessor company, Liberté Investors, a Massachusetts business trust, we
have been actively pursuing opportunities to acquire one or more operating
companies. Because we have not yet acquired an operating company, we have no
recent operating history nor any recent earnings from operations. We will, in
all likelihood, sustain operating expenses without corresponding revenues until
we acquire an operating company. This may result in a net operating loss that
will increase continuously until we acquire a profitable operating company. We
cannot assure you that we can identify a suitable business opportunity and
consummate a business combination.
The nature of our operations is highly speculative.
The success of our plan of operation will depend largely on the
operations, financial condition and management of any identified business
opportunity that we locate through our pursuit as discussed in the preceding
paragraph. While management intends to seek business combinations with
entities having established operating histories, we cannot assure you that we
will be successful in locating candidates meeting that criteria. In the event that we complete a business
combination, the success of our operations may be dependent upon management of
the successor firm and numerous factors beyond our control.
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Our stockholders will not have an opportunity to evaluate the specific
merits or risks of any acquisition we make.
Our business purpose is sufficiently broad to authorize us to undertake
any lawful business. Accordingly, we may expand our business through one or
more acquisitions of companies or interests in companies without seeking
stockholder approval. You will not have the ability to evaluate the specific
merits or risks of any acquisitions we make. We cannot assure you that our
management's determinations with respect to acquisitions will permit us to
achieve our business objectives. We cannot assure you that we will be able to
make a future acquisition or that any future acquisition will be successful.
We lack experience in all businesses except making and purchasing real
estate mortgage loans, which could limit our pool of potential acquisition
candidates.
We have the authority to engage in any lawful business; however, we have
no experience in the operation of any business other than financial services
that primarily involve making and purchasing real estate mortgage loans.
In pursuing potential acquisitions we expect to encounter intense
competition from other companies.
We expect to encounter intense competition as we pursue potential
acquisition targets. Many of our competitors possess greater financial,
technical, human and other resources than we possess. We may not be able to
compete with many of these competitors which may lead us to select less
attractive business prospects.
We do not have an existing agreement for an acquisition or other
transaction.
We have no current arrangement, agreement or understanding with respect to
engaging in an acquisition of a private or public company, assets from a
company or interest in a company. We cannot assure you that we will be able to
negotiate an acquisition on favorable terms in the future.
Provisions in our certificate of incorporation may prevent a takeover that
you may deem favorable.
Our certificate of incorporation and bylaws contain the following
provisions that could prevent or inhibit a third party from acquiring us:
•
the transfer restrictions on the shares of our common stock
to preserve federal income tax net operating loss carryforwards and
other tax attributes;
•
the requirement that only stockholders owning at least
one-third of the outstanding shares of our common stock may call a
special stockholders' meeting; and
•
the requirement that stockholders owning at least two-thirds
of the outstanding shares of our common stock must approve any
amendment to our certificate of incorporation provisions concerning
the transfer restrictions and the special stockholders' meetings.
In addition, under our certificate of incorporation, we may issue
shares of preferred stock on terms that are unfavorable to the
holders of our common stock. Any outstanding shares of preferred
stock
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also could prevent or inhibit a third party from acquiring us. The
existence of these provisions could depress the price of our common
stock or could delay or prevent a takeover attempt.
Our principal stockholder and Chairman of the Board, Gerald J. Ford, may
exercise control in a way that is unfavorable to our other stockholders.
As of December 20, 2002, Gerald J. Ford beneficially owned 45.47% of the
outstanding shares of our common stock. Mr. Ford also is one of our seven
directors and is our Chairman. As only a plurality of the votes cast at an
annual stockholders' meeting will be required to elect our directors, Mr.
Ford's significant ownership of the outstanding shares of our common stock also
could enable him to elect all of the directors in the future. In addition, as
the stockholders may remove directors without cause and stockholders owning at
least one-third of the shares of our common stock may call a special
stockholders' meeting, Mr. Ford could also call such a meeting for the purpose
of removing directors. These factors could enable Mr. Ford to influence us in
ways favorable to Mr. Ford, but detrimental to the other stockholders. Mr.
Ford's beneficial ownership of approximately 45.47% of the outstanding shares
of our common stock also will permit Mr. Ford to block any proposed amendments
to our certificate of incorporation concerning the transfer restrictions on the
shares of our common stock and the special stockholders' meetings because such
changes will require the affirmative vote of stockholders owning at least
two-thirds of the outstanding shares. Finally, as Mr. Ford has restrictive
contractual relationships with certain entities, we do not intend to pursue
acquisitions in certain retail banks or thrifts that have a retail banking
presence in the State of Nevada or the State of California, or certain other
businesses that the entities with which he has such relationships may engage in
the future. We could, however, pursue an acquisition of an operating company in
which Mr. Ford has an interest. We will not make such an acquisition without
the approval of a majority of our disinterested directors.
We cannot assure you that we will be successful in managing our growth.
In the future, large acquisitions and our growth could strain our
financial, technical, operational and administrative resources. Our failure to
manage our growth successfully could adversely affect our operations and net
revenues through increased operating costs and revenues that do not meet our
expectations.
The success of our future growth will depend on a number of factors,
including:
•
our ability to acquire, explore, develop and exploit acquired properties in a timely manner;
•
our ability to continue to attract and retain skilled personnel; and
•
our ability to continue to expand our technical, operational and administrative resources.
The success of our business strategy depends on the skills of our CEO.
We are substantially dependent upon the skills of Donald J. Edwards, our
President and CEO. Mr. Edwards has experience in private equity acquisitions.
The loss of the services of Mr. Edwards could hinder our ability to implement
our business strategy. We have no key man insurance on Mr. Edwards to
compensate for the loss of his services.
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Risk Factors Relating to Our Common Stock
Our stock price may be volatile due to small public float.
Because the number of shares of our common stock held by the public is
relatively small, the sale of a substantial number of shares of our common
stock, or conversion of another security into a substantial number of shares of
our common stock, may adversely affect the market price of our common stock.
Directors and officers beneficially held approximately 52.93% of our
outstanding common stock at December 20, 2002.
Sales, or the availability for sale, of substantial amounts of our common
stock could adversely affect the value of our common stock
.
Sales of substantial amounts of our common stock in the public market, and
the availability of shares for future sale, including shares of our common
stock issuable upon exercise of outstanding options and warrants or other
rights to acquire shares of our common stock, could adversely affect the
prevailing market price of our common stock. This in turn would adversely
affect the value of the common stock and could impair our future ability to
raise capital through an offering of our equity securities.
Our common stock price is volatile, and consequently an investor may not
be able to resell his or her common stock at or above his or her purchase
price.
The price at which our common stock trades is likely to be volatile and
may fluctuate due to factors such as:
•
our historical and anticipated quarterly and annual operating
results;
•
variations between our actual results and analyst and investor
expectations or changes in financial estimates and recommendations by
securities analysts;
•
announcements by us or others and developments affecting our business;
•
investor perceptions of our company and comparable public companies; and
•
conditions and trends in general market conditions.
In particular, the stock market has from time to time experienced
significant price and volume fluctuations affecting the stock of financial
companies. Fluctuations may be unrelated to or disproportionate to company
performance. These fluctuations may result in a material decline in the
trading price of our common stock.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the Securities and Exchange Commission a registration
statement on Form S-8 under the Securities Act that includes the resale by the
selling stockholder of the securities offered by this prospectus. This
prospectus constitutes a part of that registration statement and does not
contain all of the information in the registration statement. For further
information with respect to us and our common stock, please refer to the
registration statement. Statements in this prospectus regarding exhibits may
not be complete and we refer you to the copy of the full exhibit filed with the
registration statement. Copies of the registration statement, including the
exhibits, as well as the periodic reports, proxy statements and other information we file with the Securities and Exchange
Commission,
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may be examined without charge and copies of the materials may be
obtained at prescribed rates from the public reference facilities maintained by
the Securities and Exchange Commission at its principal offices located at
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549. You can get
information about the operation of the public reference facilities by calling
the Securities and Exchange Commission at 1-800-SEC-0330. In addition, the
Securities and Exchange maintains a website that contains reports, proxy and
information statements and other information regarding issuers that file
electronically with the Securities and Exchange Commission at the address
http://www.sec.gov.
The Securities and Exchange Commission allows us to "incorporate" into
this prospectus information that we file with the Securities and Exchange
Commission in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be
part of this prospectus. We incorporate by reference the documents listed
below and any future filings made with the Securities and Exchange Commission
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, until all of the securities covered by this prospectus are
sold:
(a)
Our Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2002, as filed with the
Commission on November 14, 2002;
(b)
Our Annual Report on Form 10-K for the fiscal
year ended June 30, 2002, as filed with the Commission on
September 27, 2002;
(c)
The description of our Common Stock included in
our Registration Statement on Form S-4 as filed with the
Commission on July 2, 1996;
(d)
All documents subsequently filed by us pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment that indicates that all securities
offered under this prospectus have been sold or that
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this prospectus
and to be a part of this prospectus from the date such
documents are filed.
Any statement contained in a document incorporated or deemed to be
incorporated by reference into this prospectus shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference in this prospectus modifies or
supersedes such statement.
USE OF PROCEEDS
Liberté will not receive any proceeds from any sale of shares of common
stock by the selling stockholder. The selling stockholder will receive all of
the net proceeds from the sale of shares of common stock offered. We will
receive the exercise price of the options at the time of their exercise. Such
proceeds will be contributed to working capital and will be used for general
corporate purposes.
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SELLING STOCKHOLDER
General.
Donald J. Edwards, our President and CEO, is the selling
stockholder and is an "affiliate" of Liberté under Rule 405 promulgated under
the Securities Act. The selling stockholder has acquired 166,667 and may
acquire 166,666 additional shares of our common stock upon the exercise of the
option granted to him under his Employment Agreement dated July 1, 2002, with
Liberté. The selling stockholder also may in the future acquire 2,573,678
shares of common stock upon exercise of his options granted under the
Non-Qualified Stock Option Agreement dated as of July 9, 2002 pursuant to the
Plan and approved by the stockholders on November 8, 2002. The agreements
referred to above in this paragraph will sometimes be referred to in this
prospectus as the "Employment Agreement" and the "Option Agreement."
This prospectus covers offers and sales from time to time of our common
stock by the selling stockholder issued or issuable pursuant to the Edwards
Grant and the Option Agreement under the Plan. Under Rule 416 of the
Securities Act, the selling stockholder also may offer and sell shares of
common stock issued to the selling stockholder as a result of, among other
events, stock splits, stock dividends and similar events that effect the number
of shares of common stock currently held by the selling stockholder.
Selling Stockholder Table.
The following table sets forth information for
the selling stockholder as of December 20, 2002. The table lists the selling
stockholder's name, the number of shares of common stock beneficially owned by
the selling stockholder before this offering, the number of shares of common
stock acquired by the selling stockholder upon the exercise of the Edwards
Grant and the Option Agreement that may then be offered by the selling
stockholder under this prospectus, and the number of shares of common stock to
be owned by the selling stockholder upon completion of the offering if all
shares registered for resale by this registration statement are sold and
assuming the exercise of all of the options held by the selling stockholder.
Beneficial ownership is determined in accordance with the rules of the
Commission and includes voting or investment power with respect to the
securities. Subject to applicable community property laws, the selling
stockholder possesses sole voting and investment power with respect to all
shares of common stock shown to be beneficially owned by him. The number of
shares of common stock outstanding used in calculating the percentage of the
class for the selling stockholder includes shares of common stock underlying
options held by him that are exercisable within 60 calendar days of December
20, 2002, but excludes shares of common stock underlying options held by any
other person.
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Shares of Common Stock
Shares of Common Stock
Beneficially Owned
Beneficially Owned Before the Offering
After the Offering
Number
Number of
Number of
of Shares
Shares
Shares
Name of Selling
Beneficially
Percent
Being
Beneficially
Percent of
Stockholder
Owned (1)
of Class
Offered(2)
Owned (3)
Class (3)
Donald
J. Edwards
President, Chief
Executive Officer
and Director
633,595
3.01
%
2,907,011
—
—
(1)
Includes 166,667 shares that have been acquired by the partial exercise
of the Edwards Grant and includes that portion of the Edwards Grant and
the Option Grant that are exercisable within 60 calendar days of December
20, 2002.
(2)
Represents the shares of common stock that the selling stockholder may
acquire by full exercise of the Edwards Grant and Option Grant.
Registration of the shares of common stock for resale does not mean that
all or any portion of these shares will be offered or sold by the selling
stockholder pursuant to this prospectus.
(3)
Assumes that the selling stockholder sells all of his shares of common
stock covered by this prospectus.
PLAN OF DISTRIBUTION
The selling stockholder may, from time to time, sell all or a portion of
the shares of common stock being registered hereunder in privately negotiated
transactions or otherwise, at fixed prices that may be changed, at market
prices prevailing at the time of sale, at prices related to such market prices
or at negotiated prices. The selling stockholder may sell his shares of common
stock by one or more of the following methods, without limitation:
•
transactions on the New York Stock Exchange, on any other national
securities exchange or quotation system or in the over-the-counter
market on which shares of our common stock may be listed or quoted at
the time of any sale;
•
block trades in which a broker or dealer will attempt to sell the
shares of common stock as agent for the selling stockholder, but may
take a position and resell a portion of the block as principal to
facilitate the transaction;
•
ordinary brokerage transactions and transactions in which a broker
or dealer solicits purchasers;
•
privately negotiated transactions with purchasers, underwriters, brokers or dealers;
•
transactions in connection with short sales of the shares of common stock;
•
transactions involving the writing of options on the shares of
common stock which may be listed on an options exchange or otherwise;
•
transactions involving the pledge of the shares of common stock to
secure debt or other obligations;
•
hedging transactions;
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•
to the extent required to be registered, transactions involving the
distribution of the shares of common stock by any selling stockholder
to its partners, members or securityholders; or
•
any combination of the transactions identified above.
From time to time the selling stockholder may engage in short sales, short
sales against the box, puts and calls and other transactions in our securities
or derivatives thereof and may sell and deliver the shares of common stock in
connection therewith or in settlement of securities loans. From time to time
the selling stockholder may pledge his shares of common stock pursuant to the
margin provisions of his customer agreements with his brokers, if any. Upon a
default by the selling stockholder, the selling stockholder's brokers may offer
and sell the pledged shares of common stock from time to time.
In effecting sales, brokers and dealers engaged by the selling stockholder
may arrange for other brokers or dealers to participate in such sales. Brokers
or dealers may receive commissions or discounts from the selling stockholder
(or, if any such broker-dealer acts as agent for the purchaser of such shares,
from such purchaser) in amounts to be negotiated which are not expected to
exceed those customary in the types of transactions involved. Broker-dealers
may agree with the selling stockholder to sell a specified number of such
shares of common stock at a stipulated price per share, and, to the extent such
broker-dealer is unable to do so acting as agent for the selling stockholder,
to purchase as principal any unsold shares of common stock at the price
required to fulfill the broker-dealer commitment to the selling stockholder.
Broker-dealers who acquire shares of common stock as principal may thereafter
resell such shares of common stock from time to time in transactions (which may
involve block transactions and sales to and through other broker-dealers,
including transactions of the nature described above) in the over-the-counter
market or otherwise at prices and on terms then prevailing at the time of sale,
at prices then related to the then-current market price or in negotiated
transactions and, in connection with such resales, may pay to or receive from
the purchasers of such shares commissions as described above. The selling
stockholder may also sell the shares of common stock in accordance with Rule
144 under the Securities Act, rather than pursuant to this prospectus.
The selling stockholder and any broker-dealers or agents that participate
with the selling stockholder in sales of the shares of common stock may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
To comply with certain states' securities laws, if applicable, the shares
of common stock will be sold in such jurisdictions only through registered or
licensed brokers or dealers. In addition, in certain states, the common stock
may not be sold unless the common stock has been registered or qualified for
sale in such state or an exemption from registration or qualification is
available and is satisfied.
If a material change occurs in the plan of distribution disclosed in this
prospectus, the selling stockholder will not be able to effect transactions in
the shares of common stock covered by the prospectus until such time as a
post-effective amendment to the registration statement registering the shares
covered by this prospectus is filed with the Securities and Exchange
Commission.
The plan of
distribution disclosed in this prospectus is subject to any
restrictions in our certificate of incorporation.
Any securities covered by this prospectus that qualify for sale pursuant
to Rule 144 of the Securities Act may be sold under that Rule rather than
pursuant to this prospectus. We cannot assure that the selling stockholder
will sell any or all of the shares offered hereunder.
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LEGAL MATTERS
The validity of the shares of common stock offered by this prospectus will
be passed upon by Haynes and Boone, LLP, Dallas, Texas.
EXPERTS
The consolidated financial statements of Liberté and subsidiary as of June
30, 2002 and 2001, and for each of the years in the three-year period ended
June 30, 2002, have been incorporated by reference herein in reliance on the
report of KPMG LLP, independent accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
We will provide without charge to each person, including any beneficial
owner, to whom this prospectus is delivered, upon the written or oral request
of each person, a copy of any and all of the documents incorporated by
reference (other than exhibits to the documents unless exhibits are
specifically incorporated by reference in the documents). Any request should
be directed to the attention of Liberté's Investor Relations Department, 200
Crescent Court, Suite 1365, Dallas, Texas 75201, telephone (214) 871-5935.
INDEMNIFICATION ARRANGEMENTS
Section 145(a) of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, which are
collectively referred to herein as a proceeding (other than an action by or in
the right of the corporation), by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding, if
such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
Section 145(b) of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of
the fact that such person acted in any of the capacities set forth above,
against such expenses actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit if he or she
acted under similar standards, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses which the court shall deem
proper.
Further, Section 145(c) of the Delaware General Corporation Law provides
that, to the extent a director or officer of a corporation has been successful
on the merits or otherwise in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, he
or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith.
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Section 145(f) of the Delaware General Corporation Law provides that the
statutory provisions on indemnification are not exclusive of indemnification
provided pursuant to, among other things, the bylaws or indemnification
agreements. Liberté has entered into indemnification agreements with each of
its directors and its executive officers pursuant to which we have agreed to
indemnify the director or executive officer to the fullest extent permitted by
law, and to advance expenses, if the director or executive officer becomes a
party to, or witness or other participant in, any threatened, pending or
completed action, suit or proceeding by reason of any occurrence related to the
fact that such person is or was a director, officer, agent or fiduciary of
Liberté or a subsidiary of Liberté, or another entity at Liberté's request,
unless a reviewing party (either outside counsel or a committee of the Board of
Directors) determines that the person would not be entitled to indemnification
under applicable law.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
but excludes specifically liability for any (i) breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) acts or omissions not
in good faith or involving intentional misconduct or a knowing violation of
law, (iii) payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) transactions from which the director derived an improper
personal benefit. The provision does not limit equitable remedies, such as an
injunction or rescission for breach of a director's fiduciary duty of care.
Article IX of our Certificate of Incorporation provides generally for
indemnification of all such directors, officers and agents. In addition,
Article IX of our Certificate of Incorporation of Liberté provides that, to the
fullest extent permitted by the Delaware General Corporation Law, as the same
exists or may hereafter be amended, a director of Liberté shall not be
personally liable to Liberté or its stockholders for monetary damages for
breach of fiduciary duty as a director.
Liberté has entered into an Indemnification Agreement with Donald J.
Edwards, an officer and director of Liberté, which provides that Mr. Edwards
will be indemnified by Liberté to the fullest extent permitted by law.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
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PART II - INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Securities and Exchange Commission allows us to "incorporate" into
this prospectus information that we file with the Securities and Exchange
Commission in other documents. This means that we can disclose important
information to you by referring to other documents that contain that
information. The information incorporated by reference is considered to be
part of this prospectus. We incorporate by reference the documents listed
below and any future filings made with the Securities and Exchange Commission
under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended, until all of the securities covered by this prospectus are
sold:
(a)
Our Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2002, as filed with the
Commission on November 14, 2002;
(b)
Our Annual Report on Form 10-K for the fiscal
year ended June 30, 2002, as filed with the Commission on
September 27, 2002;
(c)
The description of our Common Stock included in
our Registration Statement on Form S-4 as filed with the
Commission on July 2, 1996;
(d)
All documents subsequently filed by us pursuant
to Sections 13(a), 13(c), 14, and 15(d) of the Securities
Exchange Act of 1934, as amended, prior to the filing of a
post-effective amendment that indicates that all securities
offered under this prospectus have been sold or that
deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference into this prospectus
and to be a part of this prospectus from the date such
documents are filed.
Any statement contained in a document incorporated or deemed to be
incorporated by reference into this prospectus shall be deemed to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference in this prospectus modifies or
supersedes such statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
(a)  Section 145(a) of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, which are
collectively referred to herein as a proceeding (other than an action by or in
the right of the corporation), by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation, or is or was serving
at the request of the corporation as a director, officer, employee or agent of
another corporation or enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action, suit or proceeding, if
such person acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the corporation, and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his or
her conduct was unlawful.
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Section 145(b) of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of
the fact that such person acted in any of the capacities set forth above,
against such expenses actually and reasonably incurred by him or her in
connection with the defense or settlement of such action or suit if he or she
acted under similar standards, except that no indemnification may be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was brought shall
determine upon application that, despite the adjudication of liability but in
view of all the circumstances of the case, such person is fairly and reasonably
entitled to indemnification for such expenses which the court shall deem
proper.
Further, Section 145(c) of the Delaware General Corporation Law provides
that, to the extent a director or officer of a corporation has been successful
on the merits or otherwise in the defense of any action, suit or proceeding
referred to above or in the defense of any claim, issue or matter therein, he
or she shall be indemnified against expenses (including attorneys' fees)
actually and reasonably incurred by him or her in connection therewith.
Section 145(f) of the Delaware General Corporation Law provides that the
statutory provisions on indemnification are not exclusive of indemnification
provided pursuant to, among other things, the bylaws or indemnification
agreements. Liberté has entered into indemnification agreements with each of
its directors and its executive officers pursuant to which we have agreed to
indemnify the director or executive officer to the fullest extent permitted by
law, and to advance expenses, if the director or executive officer becomes a
party to, or witness or other participant in, any threatened, pending or
completed action, suit or proceeding by reason of any occurrence related to the
fact that such person is or was a director, officer, agent or fiduciary of
Liberté or a subsidiary of Liberté, or another entity at Liberté's request,
unless a reviewing party (either outside counsel or a committee of the Board of
Directors) determines that the person would not be entitled to indemnification
under applicable law.
Section 102(b)(7) of the Delaware General Corporation Law permits a
corporation to provide in its certificate of incorporation that a director of
the corporation shall not be personally liable to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
but excludes specifically liability for any (i) breach of the director's duty
of loyalty to the corporation or its stockholders, (ii) acts or omissions not
in good faith or involving intentional misconduct or a knowing violation of
law, (iii) payments of unlawful dividends or unlawful stock repurchases or
redemptions, or (iv) transactions from which the director derived an improper
personal benefit. The provision does not limit equitable remedies, such as an
injunction or rescission for breach of a director's fiduciary duty of care.
Article IX of our Certificate of Incorporation provides generally for
indemnification of all such directors, officers and agents. In addition,
Article IX of our Certificate of Incorporation of Liberté provides that, to the
fullest extent permitted by the Delaware General Corporation Law, as the same
exists or may hereafter be amended, a director of Liberté shall not be
personally liable to Liberté or its stockholders for monetary damages for
breach of fiduciary duty as a director.
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(b)  Liberté has entered into an Indemnification Agreement with Donald J.
Edwards, an officer and director of Liberté, which provides that Mr. Edwards
will be indemnified by Liberté to the fullest extent permitted by law.
Item 7. Exemption from Registration Claimed
The 333,333 shares of Liberté's common stock under the Edwards Grant that
have been or may be issued to the selling stockholder pursuant to his
employment agreement with Liberté and subsequently included in this
registration statement for reoffer and resale pursuant to the reoffer
prospectus, include 166,667 shares that originally were issued by Liberté in
reliance on an exemption from registration contained in Section 4(2) of the
Securities Act. These shares were issued in transactions that Liberté believes
did not involve a public offering based on the number and nature of the persons
involved and the private character of such transactions. The 2,573,678 shares
underlying the Edwards Option that have not been issued by Liberté to the
selling stockholder pursuant to his Non-Qualified Stock Option Agreement with
Liberté and subsequently included in this registration statement for reoffer
and resale pursuant to the reoffer prospectus are also being registered for
issuance by the Company to Mr. Edwards in this registration statement.
Item 8. Exhibits
Exhibit No.
Description of Exhibits
3.1
Restated Certificate of Incorporation of Liberté filed as an Exhibit to Liberté's
Form S-4 filed July 2, 1996 and incorporated by reference herein.
3.2
Bylaws of Liberté, as amended filed as an Exhibit to Liberté's Form
S-4 filed July 2, 1996 and incorporated by reference herein.
4.1
Specimen Common Stock certificate of Liberté Investors Inc. (1)
4.2
Registration Rights Agreement dated as of July 1, 2002, by and
between Liberté Investors, Inc. and Donald J. Edwards filed as an
Exhibit to Liberté's Form 8-K filed on July 11, 2002 and incorporated
herein by reference.
5.1
Opinion of Haynes and Boone, LLP, with respect to the validity of the
issuance of the securities registered hereunder. (1)
10.1
Liberté Investors Inc. 2002 Long Term Incentive Plan filed as an
Exhibit to Liberté's Form 8-K filed on July 11, 2002 and incorporated
herein by reference.
10.2
Employment Agreement dated as of July 1, 2002, by and between Liberté
Investors Inc. and Donald J. Edwards filed as an Exhibit to Liberté's
Form 8-K filed on July 11, 2002 and incorporated by reference herein.
10.3
Stock Purchase Agreement dated July 9, 2002, by and between Liberté
Investors Inc. and Donald J. Edwards. (1)
10.4
Nonqualified Stock Option Agreement dated as of July 9, 2002, by and
between Liberté Investors Inc. and Donald J. Edwards filed as an Exhibit
to Liberté's Form 8-K filed on July 11, 2002 and incorporated by reference
herein.
10.5
Indemnification Agreement dated as of July 1, 2002, by and between
Liberté Investors Inc. and Donald J. Edwards filed as an Exhibit to
Liberté's Form 8-K filed on July 11, 2002 and incorporated by reference
herein.
23.1
Consent of Haynes and Boone, LLP (included in its opinion filed as
Exhibit 5.1 to this Registration Statement). (1)
23.2
Consent of KPMG LLP. (1)
24.1
Power of attorney of the directors and certain officers of the
Company (included on the signature page of this Registration
Statement.) (1)
(1)
Filed herewith.
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Item 9. Undertakings
a.     The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i)
to include any prospectus required
by Section 10(a)(3) of the Securities Act of
1933, as amended (the "Securities Act");
(ii)
to reflect in the prospectus any
facts or events arising after the effective date
of the Registration Statement (or the most
recent post-effective amendment thereof) which,
individually or in the aggregate, represent a
fundamental change in the information set forth
in this Registration Statement; and
(iii)
to include any material information with
respect to the plan of distribution not previously
disclosed in this Registration Statement or any
material change to such information in this
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) will not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d) of the Exchange
Act that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
b.     The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in this Registration Statement shall be deemed to be
a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
c.     Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Dallas, State of Texas, on the 20th day of December, 2002.
LIBERTÉ INVESTORS INC.
By:
/s/ Ellen V. Billings
Ellen V. Billings
Vice President, Secretary and Treasurer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature appears
below hereby constitutes and appoints Donald J. Edwards and Ellen V. Billings,
and each of them, each with full power to act without the other, his true and
lawful attorneys-in-fact and agents, each with full power of substitution and
resubstitution for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments to this Registration Statement, and
to file the same with all exhibits thereto and other documents in connection
therewith, with the Commission, granting unto each of said attorneys-in-fact
and agents full power and authority to do and perform each and every act and
thing requisite and necessary to be done in connection therewith, as fully to
all intents and purposes as he might or could do in person hereby ratifying and
confirming that each of said attorneys-in-fact and agents or his substitutes
may lawfully do or cause to be done by virtue hereto.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
included:
Signature
Date
/s/ DONALD J. EDWARDS
Donald J. Edwards
Chief Executive Officer
(Principal Executive Officer)
December 20, 2002
/s/ ELLEN V. BILLINGS
Ellen V. Billings
Vice President & Controller
(Principal Financial Officer and
Principal Accounting Officer)
December 20, 2002
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/s/ GERALD J. FORD
Gerald J. Ford
Chairman of the Board
December 20, 2002
/s/ GENE H. BISHOP
Gene H. Bishop
Director
December 20, 2002
/s/ HARVEY B. CASH
Harvey B. Cash
Director
December 20, 2002
/s/ JEREMY B. FORD
Jeremy B. Ford
Director
December 20, 2002
/s/ EDWARD W. ROSE, III
Edward W. Rose, III
Director
December 20, 2002
/s/ GARY SHULTZ
Gary Shultz
Director
December 20, 2002
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EXHIBIT INDEX
Exhibit No.
Description of Exhibits
3.1
Restated Certificate of Incorporation of Liberté filed as an Exhibit to Liberté's
Form S-4 filed July 2, 1996 and incorporated by reference herein.
3.2
Bylaws of Liberté, as amended filed as an Exhibit to Liberté's Form
S-4 filed July 2, 1996 and incorporated by reference herein.
4.1
Specimen Common Stock certificate of Liberté Investors Inc. (1)
4.2
Registration Rights Agreement dated as of July 1, 2002, by and
between Liberté Investors, Inc. and Donald J. Edwards filed as an
Exhibit to Liberté's Form 8-K filed on July 11, 2002 and incorporated
herein by reference.
5.1
Opinion of Haynes and Boone, LLP, with respect to the validity of the
issuance of the securities registered hereunder. (1)
10.1
Liberté Investors Inc. 2002 Long Term Incentive Plan filed as an
Exhibit to Liberté's Form 8-K filed on July 11, 2002 and incorporated
herein by reference.
10.2
Employment Agreement dated as of July 1, 2002, by and between Liberté
Investors Inc. and Donald J. Edwards filed as an Exhibit to Liberté's
Form 8-K filed on July 11, 2002 and incorporated by reference herein.
10.3
Stock Purchase Agreement dated July 9, 2002, by and between Liberté
Investors Inc. and Donald J. Edwards. (1)
10.4
Nonqualified Stock Option Agreement dated as of July 9, 2002, by and
between Liberté Investors Inc. and Donald J. Edwards filed as an Exhibit
to Liberté's Form 8-K filed on July 11, 2002 and incorporated by reference
herein.
10.5
Indemnification Agreement dated as of July 1, 2002, by and between
Liberté Investors Inc. and Donald J. Edwards filed as an Exhibit to
Liberté's Form 8-K filed on July 11, 2002 and incorporated by reference
herein.
23.1
Consent of Haynes and Boone, LLP (included in its opinion filed as
Exhibit 5.1 to this Registration Statement). (1)
23.2
Consent of KPMG LLP. (1)
24.1
Power of attorney of the directors and certain officers of the
Company (included on the signature page of this Registration
Statement.) (1)
(1)
Filed herewith.