Explanatory Statement
Pursuant to Rule 13d-2(a) promulgated under the Securities Exchange Act of 1934, as amended (the
Exchange Act
), Levine Leichtman Capital Partners IV L.P., a Delaware limited partnership (the
Partnership
), LLCP Partners IV GP, LLC, a Delaware limited liability company (the
General Partner
), Levine Leichtman Capital Partners, Inc., a California corporation (
Capital Corp.
), Arthur E. Levine (
Mr. Levine
) and Lauren B. Leichtman (
Ms. Leichtman
and, together with the Partnership, the General Partner, Capital Corp. and Mr. Levine, the
Reporting Persons
), hereby file this Amendment No. 11 to Schedule 13D (this
Amendment
) with the Securities and Exchange Commission (the
Commission
).
This Amendment amends and supplements the Schedule 13D originally filed by or on behalf of the Reporting Persons with the Commission on July 9, 2008 (the
Original Schedule 13D
), as amended by Amendment No. 1 to Schedule 13D filed with the Commission on September 26, 2008 (
Amendment No. 1
), Amendment No. 2 to Schedule 13D filed with the Commission on July 28, 2009 (
Amendment No. 2
), Amendment No. 3 to Schedule 13D filed with the Commission on December 23, 2010 (
Amendment No. 3
), Amendment No. 4 to Schedule 13D filed with the Commission on November 9, 2011 (
Amendment No. 4
), Amendment No. 5 to Schedule 13D filed with the Commission on February 13, 2013 (
Amendment No. 5
), Amendment No. 6 to Schedule 13D filed with the Commission on February 20, 2013 (
Amendment No. 6
), Amendment No. 7 to Schedule 13D filed with the Commission on March 6, 2013 (
Amendment No. 7
), Amendment No. 8 to Schedule 13D filed with the Commission on March 14, 2013 (
Amendment No. 8
), Amendment No. 9 to Schedule 13D filed with the commission on May 6, 2013 (Amendment No. 9), and Amendment No. 10 to Schedule 13D filed with the commission on July 29, 2013 (
Amendment No. 10
). The Original Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4,
Amendment No. 5, Amendment No. 6, Amendment No. 7
, Amendment No. 8, Amendment No. 9 and Amendment No. 10 is referred to herein as the
Amended Schedule 13D
.
The Amended Schedule 13D and this Amendment relate to the common stock, no par value per share (
Common Stock
) of Consumer Portfolio Services, Inc., a California corporation (the
Issuer
).
This Amendment is being filed pursuant to a Joint Reporting Agreement dated July 9, 2008, a copy of which is attached as Exhibit 99.1 to the Original Schedule 13D, among and on behalf of the Reporting Persons. Capitalized terms used in this Amendment and not otherwise defined herein have the meanings set forth in the Amended Schedule 13D. The item numbers and responses thereto below are in accordance with the requirements of Schedule 13D. All Rule citations used in this Amendment are to the rules and regulations promulgated under the Exchange Act.
Item 5.
|
Interest in Securities of the Issuer.
|
Item 5 of Amended Schedule 13D is hereby amended and restated to read as follows:
(a) Each Reporting Person may be deemed to be the beneficial owner (within the meaning of Rule 13d-3(a) of the Exchange Act) of an aggregate of
3,064,508
shares of Common Stock. Such aggregate number of shares beneficially owned by the Reporting Persons constituted, as of September 26, 2013, approximately 13.04% of the shares of such class (calculated in accordance with Rule 13d-3(d)(1)(i) of the Exchange Act), assuming that 23,501,634 shares of Common Stock were issued and outstanding as of such date. The 23,501,634 share figure is equal to the sum of 21,604,739 (the number of shares of Common Stock issued and outstanding as of August 2, 2013, as reported by the Issuer in its Form 10-Q dated August 9, 2013) plus 1,896,895 shares of Common Stock issuable upon exercise of warrants held by the Partnership.
In addition, the Reporting Persons may be deemed to be the beneficial owners, solely for purposes of electing or appointing the LLCP Representative to the Board under the Investor Rights Agreement as described in Items 4 and 6, of the shares of Common Stock beneficially owned by Mr. Bradley. The Reporting Persons have no pecuniary interest in the shares of Common Stock beneficially owned by Mr. Bradley and disclaim beneficial ownership of such shares.
(b) The Partnership may be deemed to have (i) sole voting and dispositive power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to
3,064,508
shares of Common Stock.
By virtue of being the sole general partner of the Partnership, the General Partner may be deemed to have (i) sole voting and dispositive power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to
3,064,508
shares of Common Stock.
By virtue of being the manager of the General Partner, Capital Corp. may be deemed to have (i) sole voting and dispositive power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to
3,064,508
shares of Common Stock.
|
7
By virtue of being the sole directors and shareholders, and executive officers, of Capital Corp., each of Mr. Levine and Ms. Leichtman may be deemed to have (i) sole voting and dispositive power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to
3,064,508
shares of Common Stock.
(c) During the past 60 days, the Partnership sold the shares of Common Stock listed on Item 5(c) of Amendment No. 10 and the following shares of Common Stock listed below, each in the open market:
Trade Date
|
|
No. of Shares
|
|
Price/Share($)
|
7/29/13
|
|
3,850
|
|
6.05
|
7/29/13
|
|
300
|
|
6.055
|
7/30/13
|
|
60,600
|
|
6.05
|
7/30/13
|
|
16,800
|
|
6.055
|
7/30/13
|
|
600
|
|
6.0575
|
7/30/13
|
|
900
|
|
6.06
|
7/30/13
|
|
300
|
|
6.065
|
9/4/13
|
|
4,900
|
|
6.05
|
9/4/13
|
|
699
|
|
6.06
|
9/4/13
|
|
603
|
|
6.07
|
9/4/13
|
|
400
|
|
6.085
|
9/4/13
|
|
100
|
|
6.1
|
9/4/13
|
|
100
|
|
6.11
|
9/5/13
|
|
1,300
|
|
6.05
|
9/5/13
|
|
200
|
|
6.06
|
9/5/13
|
|
500
|
|
6.08
|
9/6/13
|
|
13,025
|
|
6.05
|
9/6/13
|
|
300
|
|
6.055
|
9/9/13
|
|
16,700
|
|
6.05
|
9/9/13
|
|
5,762
|
|
6.055
|
9/9/13
|
|
100
|
|
6.057
|
9/9/13
|
|
3,700
|
|
6.06
|
9/9/13
|
|
1,600
|
|
6.065
|
9/9/13
|
|
300
|
|
6.067
|
9/9/13
|
|
6,738
|
|
6.07
|
9/9/13
|
|
3,600
|
|
6.075
|
9/9/13
|
|
1,300
|
|
6.0775
|
9/9/13
|
|
200
|
|
6.08
|
9/10/13
|
|
9,607
|
|
6.05
|
9/10/13
|
|
900
|
|
6.055
|
9/10/13
|
|
200
|
|
6.0575
|
9/10/13
|
|
1,693
|
|
6.06
|
9/10/13
|
|
1,030
|
|
6.065
|
9/10/13
|
|
4,900
|
|
6.07
|
9/10/13
|
|
400
|
|
6.075
|
9/10/13
|
|
3,200
|
|
6.08
|
9/10/13
|
|
600
|
|
6.085
|
9/10/13
|
|
200
|
|
6.09
|
9/10/13
|
|
194
|
|
6.1
|
9/10/13
|
|
106
|
|
6.11
|
9/10/13
|
|
100
|
|
6.12
|
9/10/13
|
|
100
|
|
6.13
|
9/10/13
|
|
500
|
|
6.135
|
9/10/13
|
|
300
|
|
6.14
|
9/10/13
|
|
1,700
|
|
6.15
|
8