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Levine Leichtman Capital Partners II LP, et al. – ‘SC 13D/A’ on 8/23/07 re: Consumer Portfolio Services Inc

On:  Thursday, 8/23/07, at 4:28pm ET   ·   Accession #:  1193125-7-188184   ·   File #:  5-43172

Previous ‘SC 13D’:  ‘SC 13D/A’ on 7/25/07   ·   Latest ‘SC 13D’:  This Filing

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 8/23/07  Levine Leichtman Cap Partn… II LP SC 13D/A               2:170K Consumer Portfolio Services Inc   RR Donnelley/FA
          Arthur E. Levine
          Lauren B. Leichtman
          Levine Leichtman Capital Partners, Inc
          LLCP California Equity Partners II, L.P.

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 14 to Schedule 13D                    HTML    121K 
 2: EX-99.31    Stock Purchase Agreement                            HTML     30K 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)*

CONSUMER PORTFOLIO SERVICES, INC.

(Name of Issuer)

Common Stock, no par value per share

(Title of Class of Securities)

210502 100

(CUSIP Number)

August 15, 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).

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. 14 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”), Amendment No. 12 to Schedule 13D filed with the Commission on March 1, 2007 (“Amendment No. 12”) and Amendment No. 13 to Schedule 13D filed with the Commission on July 25, 2007 (“Amendment No. 13”). 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, Amendment No. 12 and Amendment No. 13, is referred to herein as the “Amended Schedule 13D.”

The Amended Schedule 13D relates 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 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 13

Item 4. Purpose of Transaction.

Item 4 of Amended Schedule 13D is hereby amended and restated to read as follows:

Between August 13, 2007 and August 15, 2007, the Partnership sold in the ordinary course of its business 361,417 shares of Common Stock beneficially owned by the Partnership. All of such sales were made by brokers in arm’s length open market transactions.

On August 21, 2007, the Partnership and the Issuer entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) pursuant to which the Partnership agreed to sell to the Issuer (i) 1,500,000 shares of Common Stock for an aggregate price of $7,500,000 ($5.00 per share), and (ii) the Warrant (as defined below) for an aggregate purchase price of $4,990. The purchase and sale of the Common Stock and the Warrant pursuant to the Stock Purchase Agreement closed on August 23, 2007. “Warrant” refers to the warrant held by the Partnership to purchase 1,000 shares of Common Stock for an exercise price of $0.01 per share.

The Partnership is holding the remaining shares of Common Stock 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. The Partnership may 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 owned by it in any manner permitted by law. The Reporting Persons retain the right, depending on market conditions and/or other factors, to change their investment intent or to acquire from time to time additional shares of Common Stock.

Item 5. Interest in Securities of the Issuer.

Item 5 of Amended Schedule 13D is hereby amended and restated to read as follows:

Page 8 of 13

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 1,502,106 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 1,502,106 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 1,502,106 shares of Common Stock.

Page 9 of 13

Page 10 of 13

In addition, on August 23, 2007, pursuant to the Stock Purchase Agreement, the Partnership sold to the Issuer (i) 1,500,000 shares of Common Stock for an aggregate price of $7,500,000 ($5.00 per share), and (ii) the Warrant for an aggregate purchase price of $4,990.

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

Item 6 of Amended Schedule 13D is hereby amended by adding to the end thereof:

Pursuant to the Stock Purchase Agreement, as of August 23, 2007, all of the obligations (subject to certain exceptions) of the Issuer to the Partnership under the Third Amended and Restated Securities Purchase Agreement dated as of January 29, 2004, by and between the Issuer and the Partnership (as amended, the “Third SPA”) and/or any of the Related Agreements (as defined in the Third SPA) were released and discharged. The sole surviving obligations are: (i) obligations under the Amended and Restated Registration Rights Agreement (as defined in the Third SPA); (ii) the indemnification obligations set forth in Article IX of the Third SPA; and (iii) the indemnification obligations set forth in Section 1.6 of the Second Amended and Restated Investor Rights Agreement dated March 8, 2002 between the Partnership and the Issuer.

As a result of the foregoing agreements, the Partnership no longer has the right (among other things) to appoint a member of the board of directors of the Issuer.

Item 7. Material to be Filed as Exhibits.

Page 11of 13

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.

Page 12 of 13

EXHIBIT INDEX

Page 13 of 13

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘SC 13D/A’ Filing		Date		Other Filings
Filed on:		8/23/07		4
		8/21/07		4,  8-K
		8/15/07		4
		8/13/07		3,  4,  8-K
		7/25/07		4,  SC 13D/A
		7/23/07		10-Q,  4
		7/17/07		8-K
		6/30/07		10-Q
		3/1/07		4,  SC 13D/A
		4/14/06		4,  SC 13D/A
		4/5/06		SC 13D/A
		6/29/04		SC 13D/A
		6/4/04		SC 13D/A
		2/3/04		SC 13D/A
		1/29/04
		1/15/04		SC 13D/A
		6/3/03		SC 13D/A
		2/11/03		SC 13D/A
		3/8/02		8-K,  8-K/A
		3/24/00		SC 13D/A
		6/2/99		SC 13D/A
		4/21/99		SC 13D/A
		11/25/98		8-K,  SC 13D
		11/19/98		424B3
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Filing Submission 0001193125-07-188184   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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