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Schedule 13D Amendment No. 13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 13)*

 

 

 

CONSUMER PORTFOLIO SERVICES, INC.

(Name of Issuer)

 

Common Stock, no par value per share

(Title of Class of Securities)

 

210502 100

(CUSIP Number)

 

Arthur E. Levine

Levine Leichtman Capital Partners II, L.P.

335 N. Maple Drive, Suite 240

Beverly Hills, CA 90210

(310) 275-5335

Mitchell S. Cohen, Esq.

Irell & Manella LLP

1800 Avenue of the Stars, Suite 900

Los Angeles, California 90067

(310) 277-1010

(Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications)

 

July 23, 2007

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

1

  

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 210502 100       Page 2 of 12

 

  1.  

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

    
                Levine Leichtman Capital Partners II, L.P.    
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  
  (a)  ¨  
    (b)  ¨    
  3.   SEC Use Only  
         
  4.   Source of Funds (See Instructions)  
         
  5.   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ¨
         
  6.   Citizenship or Place of Organization  
                 State of California    
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		     7.  Sole Voting Power:
 
                  – 0 – Shares
    8.  Shared Voting Power:
 
                  3,364,523 Shares (See Item 5)
    9.  Sole Dispositive Power:
 
                  – 0 – Shares
  10.  Shared Dispositive Power:
 
                  3,364,523 Shares (See Item 5)
11.   Aggregate Amount Beneficially Owned by Each Reporting Person    
                 3,364,523 Shares (See Item 5)    
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
         
13.   Percent of Class Represented by Amount in Row (11)  
                15.7% (See Item 5)    
14.   Type of Reporting Person  
                PN    

CUSIP No. 210502 100       Page 3 of 12

 

  1.  

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

    
                LLCP California Equity Partners II, L.P.    
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  
  (a)  ¨  
    (b)  ¨    
  3.   SEC Use Only  
         
  4.   Source of Funds (See Instructions)  
         
  5.   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ¨
         
  6.   Citizenship or Place of Organization  
                State of California    
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		     7.  Sole Voting Power:
 
                  – 0 – Shares
    8.  Shared Voting Power:
 
                  3,364,523 Shares (See Item 5)
    9.  Sole Dispositive Power:
 
                  – 0 – Shares
  10.  Shared Dispositive Power:
 
                  3,364,523 Shares (See Item 5)
11.   Aggregate Amount Beneficially Owned by Each Reporting Person    
                 3,364,523 Shares (See Item 5)    
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
         
13.   Percent of Class Represented by Amount in Row (11)  
                15.7% (See Item 5)    
14.   Type of Reporting Person  
                PN    

CUSIP No. 210502 100       Page 4 of 12

 

  1.  

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

    
                Levine Leichtman Capital Partners, Inc.    
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  
  (a)  ¨  
    (c)  ¨    
  3.   SEC Use Only  
         
  4.   Source of Funds (See Instructions)  
         
  5.   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ¨
         
  6.   Citizenship or Place of Organization  
                State of California    
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		     7.  Sole Voting Power:
 
                  – 0 – Shares
    8.  Shared Voting Power:
 
                  3,364,523 Shares (See Item 5)
    9.  Sole Dispositive Power:
 
                  – 0 – Shares
  10.  Shared Dispositive Power:
 
                  3,364,523 Shares (See Item 5)
11.   Aggregate Amount Beneficially Owned by Each Reporting Person    
                 3,364,523 Shares (See Item 5)    
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
         
13.   Percent of Class Represented by Amount in Row (11)  
                15.7% (See Item 5)    
14.   Type of Reporting Person  
                CO    

CUSIP No. 210502 100       Page 5 of 12

 

  1.  

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

    
                Arthur E. Levine    
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  
  (a)  ¨  
    (d)  ¨    
  3.   SEC Use Only  
         
  4.   Source of Funds (See Instructions)  
         
  5.   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ¨
         
  6.   Citizenship or Place of Organization  
                United States of America    
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		     7.  Sole Voting Power:
 
                  – 0 – Shares
    8.  Shared Voting Power:
 
                  3,364,523 Shares (See Item 5)
    9.  Sole Dispositive Power:
 
                  – 0 – Shares
  10.  Shared Dispositive Power:
 
                  3,364,523 Shares (See Item 5)
11.   Aggregate Amount Beneficially Owned by Each Reporting Person    
                 3,364,523 Shares (See Item 5)    
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
         
13.   Percent of Class Represented by Amount in Row (11)  
                15.7% (See Item 5)    
14.   Type of Reporting Person  
                IN    

CUSIP No. 210502 100       Page 6 of 12

 

  1.  

Names of Reporting Persons.

I.R.S. Identification Nos. of above persons (entities only).

    
                Lauren B. Leichtman    
  2.   Check the Appropriate Box if a Member of a Group (See Instructions)  
  (a)  ¨  
    (e)  ¨    
  3.   SEC Use Only  
         
  4.   Source of Funds (See Instructions)  
         
  5.   Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)   ¨
         
  6.   Citizenship or Place of Organization  
                United States of America    
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		     7.  Sole Voting Power:
 
                  – 0 – Shares
    8.  Shared Voting Power:
 
                  3,364,523 Shares (See Item 5)
    9.  Sole Dispositive Power:
 
                  – 0 – Shares
  10.  Shared Dispositive Power:
 
                  3,364,523 Shares (See Item 5)
11.   Aggregate Amount Beneficially Owned by Each Reporting Person    
                 3,364,523 Shares (See Item 5)    
12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
         
13.   Percent of Class Represented by Amount in Row (11)  
                15.7% (See Item 5)    
14.   Type of Reporting Person  
                IN    

SCHEDULE 13D

Pursuant to Rule 13d-2(a) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Levine Leichtman Capital Partners II, L.P., a California limited partnership (the “Partnership”), LLCP California Equity Partners II, L.P., a California limited partnership (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. 13 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 November 25, 1998 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D filed with the Commission on April 21, 1999 (“Amendment No. 1”), Amendment No. 2 to Schedule 13D filed with the Commission on June 2, 1999 (“Amendment No. 2”), Amendment No. 3 to Schedule 13D filed with the Commission on March 24, 2000 (“Amendment No. 3”) Amendment No. 4 to Schedule 13D filed with the Commission on February 11, 2003 (“Amendment No. 4”), Amendment No. 5 to Schedule 13D filed with the Commission on June 3, 2003 (“Amendment No. 5”), Amendment No. 6 to Schedule 13D filed with the Commission on January 15, 2004 (“Amendment No. 6”), Amendment No. 7 to Schedule 13D filed with the Commission on February 3, 2004 (“Amendment No. 7”), Amendment No. 8 to Schedule 13D filed with the Commission on June 4, 2004 (“Amendment No. 8”), Amendment No. 9 to Schedule 13D filed with the Commission on June 29, 2004 (“Amendment No. 9”), Amendment No. 10 to Schedule 13D filed with the Commission on April 5, 2006 (“Amendment No. 10”), Amendment No. 11 to Schedule 13D filed with the Commission on April 14, 2006 (“Amendment No. 11”) and Amendment No. 12 to Schedule 13D filed with the Commission on March 1, 2007 (“Amendment No. 12”). 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, Amendment No. 10, Amendment No. 11 and Amendment No. 12, is referred to herein as the “Amended Schedule 13D.”

The Amended Schedule 13D relates to the Common Stock, no par value per share, of Consumer Portfolio Services, Inc., a California corporation (the “Issuer”).

This Amendment is being filed pursuant to a Joint Reporting Agreement dated November 19, 1998, a copy of which is attached as Exhibit 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.

 

Page 7 of 12

Item 4. Purpose of Transaction.

Item 4 of Amended Schedule 13D is hereby amended by adding the following to the end of such Item:

Between July 20, 2007 and July 23, 2007, the Partnership sold in the ordinary course of its business 317,338 shares of Common Stock beneficially owned by the Partnership. All of the sales were made by brokers in arm’s length open market transactions.

The Partnership originally acquired the equity and other securities of the Issuer owned by it in the ordinary course of business for investment purposes and not with the purpose of changing or influencing control of the Issuer. As with other investments held by the Reporting Persons, the Reporting Persons consider various alternatives to increase the value of their equity securities in the Issuer and may from time to time consider implementing such alternatives. The Reporting Persons retain the right, depending on market conditions and/or other factors, to change their investment intent, to acquire from time to time additional shares of Common Stock (or debt or other equity or equity-linked securities of the Issuer), to exercise the Restated Warrant (or a portion thereof) or any other warrants owned, held or acquired by them and/or to sell or otherwise dispose of from time to time, in open market transactions, private transactions, transactions with affiliates of the Issuer or otherwise, all or any part of the Common Stock, the Restated Warrant, the Common Stock issuable upon exercise of the Restated Warrant and/or any other securities of the Issuer beneficially owned by them in any manner permitted by law.

 

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 is deemed to be the beneficial owner (within the meaning of Rule 13d-3(a) of the Exchange Act) of an aggregate of 3,364,523 shares of Common Stock, including 1,000 shares which may be acquired by the Partnership upon exercise of the Restated Warrant. Such aggregate number of shares beneficially owned by the Reporting Persons constituted, as of July 23, 2007, approximately 15.7% of the shares of such class (calculated in accordance with Rule 13d-3(d)(1)(i) of the Exchange Act), assuming that 21,486,983 shares of Common Stock were issued and outstanding as of such date as set forth in the Issuer’s Form 10-K for the fiscal quarter ended June 30, 2007, filed with the Securities and Exchange Commission on July 23, 2007.

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 Second Amended and Restated Investor Rights Agreement as described in Items 4 and 6, of the shares of Common Stock beneficially owned by the Bradleys. The Reporting Persons have no pecuniary interest in the shares of Common Stock beneficially owned by the Bradleys and disclaim beneficial ownership of such shares.

 

(b)

The Partnership may be deemed to have (i) sole and dispositive voting power with respect to no shares of Common Stock and (ii) shared voting and dispositive power

 

Page 8 of 12

 

with all other Reporting Persons with respect to 3,364,523 shares of Common Stock. In addition, pursuant to the Second Amended and Restated Investor Rights Agreement, solely for purposes of electing or appointing the LLCP Representative to the Board, the Partnership may be deemed to have shared voting power with all other Reporting Persons and the Bradleys with respect to their 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 and dispositive voting power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to 3,364,523 shares of Common Stock. In addition, pursuant to the Second Amended and Restated Investor Rights Agreement, solely for purposes of electing or appointing the LLCP Representative to the Board, the General Partner may be deemed to have shared voting power with all other Reporting Persons and the Bradleys with respect to their shares of Common Stock.

By virtue of being the sole general partner of the General Partner, Capital Corp. may be deemed to have (i) sole and dispositive voting power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to 3,364,523 shares of Common Stock. In addition, pursuant to the Second Amended and Restated Investor Rights Agreement, solely for purposes of electing or appointing the LLCP Representative to the Board, Capital Corp. may be deemed to have shared voting power with all other Reporting Persons and the Bradleys with respect to their shares of Common Stock.

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 and dispositive voting power with respect to no shares of Common Stock and (ii) shared voting and dispositive power with all other Reporting Persons with respect to 3,364,523 shares of Common Stock. In addition, pursuant to the Second Amended and Restated Investor Rights Agreement, solely for purposes of electing or appointing the LLCP Representative to the Board, each of Mr. Levine and Ms. Leichtman may be deemed to have shared voting power with all other Reporting Persons and the Bradleys with respect to their shares of Common Stock.

 

(c) Other than the sales described below, none of the Reporting Persons has effectuated any transactions in the Common Stock during the past sixty days.

 

Date

   Number of Shares Sold    Price Per Share

July 20, 2007

   14,572    $ 6.0500

July 20, 2007

   4,132    $ 6.0800

July 20, 2007

   2,300    $ 6.1600

July 20, 2007

   2,000    $ 6.0600

July 20, 2007

   700    $ 6.1000

July 20, 2007

   1,800    $ 6.1500

July 20, 2007

   300    $ 6.0900

July 20, 2007

   1,850    $ 6.1200

July 20, 2007

   1,200    $ 6.1300

 

Page 9 of 12

July 20, 2007

    17,600    $ 6.2500

July 20, 2007

    2,979    $ 6.2600

July 20, 2007

    800    $ 6.2700

July 20, 2007

    1,400    $ 6.2800

July 20, 2007

    950    $ 6.3000

July 20, 2007

    201    $ 6.3100

July 20, 2007

    324    $ 6.3200

July 20, 2007

    76    $ 6.3300

July 20, 2007

    100    $ 6.2900

July 20, 2007

    100    $ 6.2300

July 23, 2007

    204,672    $ 5.5500

July 23, 2007

    2,488    $ 5.5700

July 23, 2007

    200    $ 5.6000

July 23, 2007

    1,100    $ 5.6300

July 23, 2007

    3,400    $ 5.6200

July 23, 2007

    5,900    $ 5.6400

July 23, 2007

    5,744    $ 5.7000

July 23, 2007

    2,248    $ 5.7500

July 23, 2007

    9,320    $ 5.6500

July 23, 2007

    400    $ 5.6600

July 23, 2007

    3,200    $ 5.6700

July 23, 2007

    725    $ 5.7100

July 23, 2007

    200    $ 5.7200

July 23, 2007

    250    $ 5.7400

July 23, 2007

    7,527    $ 5.8500

July 23, 2007

    2,300    $ 6.1900

July 23, 2007

    300    $ 5.7700

July 23, 2007

    1,100    $ 5.7800

July 23, 2007

    1,300    $ 5.7900

July 23, 2007

    3,780    $ 5.9000

July 23, 2007

    600    $ 5.9200

July 23, 2007

    300    $ 5.9300

July 23, 2007

    700    $ 6.2000

July 23, 2007

    300    $ 6.2200

July 23, 2007

    300    $ 6.2600

July 23, 2007

    300    $ 6.2300

July 23, 2007

    2,500    $ 6.1000

 

Page 10 of 12

July 23, 2007

    100    $ 5.9800

July 23, 2007

    100    $ 5.9100

July 23, 2007

    300    $ 5.8600

July 23, 2007

    100    $ 5.7600

July 23, 2007

    100    $ 5.5800

July 23, 2007

    2,000    $ 5.5875

July 23, 2007

    100    $ 5.5600

 

(d) Not applicable.

 

(e) Not applicable.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Not applicable.

 

Item 7. Material to be Filed as Exhibits.

Not applicable.

 

Page 11 of 12

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

July 25, 2007  

LEVINE LEICHTMAN CAPITAL PARTNERS II, L.P.,

a California limited partnership

  By:  

LLCP California Equity Partners II, L.P.,

a California limited partnership, its General Partner

    By:  

Levine Leichtman Capital Partners, Inc.,

a California corporation, its General Partner

      By:  

/s/ Arthur E. Levine

        Arthur E. Levine
        President
  LLCP CALIFORNIA EQUITY PARTNERS II, L.P.,
  a California limited partnership
  By:  

Levine Leichtman Capital Partners, Inc., a

California corporation, its General Partner

    By:  

/s/ Arthur E. Levine

      Arthur E. Levine
      President
  LEVINE LEICHTMAN CAPITAL PARTNERS, INC.,
  a California corporation
  By:  

/s/ Arthur E. Levine

    Arthur E. Levine
    President
   

/s/ Arthur E. Levine

    ARTHUR E. LEVINE
   

/s/ Lauren B. Leichtman

    LAUREN B. LEICHTMAN

 

Page 12 of 12