-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Pu6I4lQLjt7VOBAXQAG1J849boKQFXnjRrdX/5EEcItAHI4C+e/aAPB2Ln/d1QOE rF7RnWrDKhMScmDhQIoscQ== 0000950134-02-003977.txt : 20020419 0000950134-02-003977.hdr.sgml : 20020419 ACCESSION NUMBER: 0000950134-02-003977 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020419 GROUP MEMBERS: AMERICAN REALTY INVESTORS INC GROUP MEMBERS: ART HOLDINGS INC GROUP MEMBERS: BASIC CAPITAL MANAGEMENT INC GROUP MEMBERS: EQK HOLDINGS INC GROUP MEMBERS: SYNTEK ASSET MANAGEMENT LP GROUP MEMBERS: THE GENE E PHILIPS CHILDRENS TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSCONTINENTAL REALTY INVESTORS INC CENTRAL INDEX KEY: 0000733590 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 946565852 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40410 FILM NUMBER: 02615004 BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRWY STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 MAIL ADDRESS: STREET 1: 10670 N CENTRAL EXPRWY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 FORMER COMPANY: FORMER CONFORMED NAME: JOHNSTOWN CONSOLIDATED REALTY TRUST DATE OF NAME CHANGE: 19861005 FORMER COMPANY: FORMER CONFORMED NAME: JOHNSTOWN CONSOLIDATED REALTY TRUST /CA/ DATE OF NAME CHANGE: 19890815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REALTY INVESTORS INC CENTRAL INDEX KEY: 0001102238 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 752847135 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10670 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2147404700 MAIL ADDRESS: STREET 1: 10670 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 SC 13D/A 1 d96157sc13da.txt AMENDMENT NO. 36 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 36) TRANSCONTINENTAL REALTY INVESTORS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 893617-20-9 - -------------------------------------------------------------------------------- (CUSIP Number) Robert A. Waldman 1800 Valley View Lane, Suite 300 Dallas, Texas 75234 (469) 522-4200 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 12, 2002 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rules 13d-1(b)(3) or (4), check the following box [ ]. NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting persons'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 ("Act") 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. 893617-20-9 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) American Realty Trust, Inc., FEI No. 54-0697989 - -------------------------------------------------------------------------------- 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) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Georgia - -------------------------------------------------------------------------------- 7) Sole Voting Power Number of Shares Bene- -0- ficially ---------------------------------------------------------------- Owned by 8) Shared Voting Power Each Report- ing Person -0- With ---------------------------------------------------------------- 9) Sole Dispositive Power -0- ---------------------------------------------------------------- 10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,994,300 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 49.7% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- CUSIP No. 893617-20-9 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) ART Holdings, Inc., FEI No. 75-2663476 - -------------------------------------------------------------------------------- 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) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Nevada - -------------------------------------------------------------------------------- 7) Sole Voting Power Number of Shares Bene- -0- ficially ---------------------------------------------------------------- Owned by 8) Shared Voting Power Each Report- ing Person -0- With ---------------------------------------------------------------- 9) Sole Dispositive Power -0- ---------------------------------------------------------------- 10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person -0- - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) -0- - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- CUSIP No. 893617-20-9 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Basic Capital Management, Inc., FEI No. 75-2261065 - -------------------------------------------------------------------------------- 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) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Nevada - -------------------------------------------------------------------------------- 7) Sole Voting Power Number of Shares Bene- 1,166,947 ficially ---------------------------------------------------------------- Owned by 8) Shared Voting Power Each Report- ing Person -0- With ---------------------------------------------------------------- 9) Sole Dispositive Power 1,166,947 ---------------------------------------------------------------- 10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,166,947 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 14.5% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- CUSIP No. 893617-20-9 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) The Gene E. Phillips Children's Trust, I.D. No. 13-6599759 - -------------------------------------------------------------------------------- 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) N/A - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Texas - -------------------------------------------------------------------------------- 7) Sole Voting Power Number of Shares Bene- 1,827 ficially ---------------------------------------------------------------- Owned by 8) Shared Voting Power Each Report- ing Person -0- With ---------------------------------------------------------------- 9) Sole Dispositive Power 1,827 ---------------------------------------------------------------- 10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,827 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 0.02% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) OO - -------------------------------------------------------------------------------- CUSIP No. 893617-20-9 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Syntek Asset Management, L.P., FEI No. 75-2311348 - -------------------------------------------------------------------------------- 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) N/A - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Delaware - -------------------------------------------------------------------------------- 7) Sole Voting Power Number of Shares Bene- 26,475 ficially ---------------------------------------------------------------- Owned by 8) Shared Voting Power Each Report- ing Person -0- With ---------------------------------------------------------------- 9) Sole Dispositive Power 26,475 ---------------------------------------------------------------- 10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 26,475 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 0.3% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) PN - -------------------------------------------------------------------------------- CUSIP No. 893617-20-9 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) American Reality Investors, Inc., FEI No. 75-2847135 - -------------------------------------------------------------------------------- 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) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Nevada - -------------------------------------------------------------------------------- 7) Sole Voting Power Number of Shares Bene- -0- ficially ---------------------------------------------------------------- Owned by 8) Shared Voting Power Each Report- ing Person -0- With ---------------------------------------------------------------- 9) Sole Dispositive Power -0- ---------------------------------------------------------------- 10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,994,300 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 49.7% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- CUSIP No. 893617-20-9 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) EQK Holdings, Inc., FEI No. 75-2931679 - -------------------------------------------------------------------------------- 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) WC - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) Nevada - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Nevada - -------------------------------------------------------------------------------- 7) Sole Voting Power Number of Shares Bene- 3,994,300 ficially ---------------------------------------------------------------- Owned by 8) Shared Voting Power Each Report- ing Person -0- With ---------------------------------------------------------------- 9) Sole Dispositive Power 3,994,300 ---------------------------------------------------------------- 10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,994,300 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 49.7% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- ITEM 1. SECURITY AND ISSUER This Amendment No. 36 to Statement on Schedule 13D relates to the shares of Common Stock, par value $0.01 per share (the "Shares") of TRANSCONTINENTAL REALTY INVESTORS, INC., a Nevada corporation ("TCI" or the"Issuer") and further amends the original Statement on Schedule 13D as amended by Amendment Nos. 1 through 35 thereof (the "Amended Statement") filed by and on behalf of the "Reporting Persons" described below. The principal executive offices of TCI are located at 1800 Valley View Lane, Suite 300, Dallas, Texas 75234. The CUSIP number of the Shares is 893617-20- 9. This Amendment No. 36 to Schedule 13D is being filed to reflect various changes in the information contained in the Amended Statement, including changes in officers and directors of entities and a proposed merger of the Issuer. During the period ended January 31, 2002, the collective beneficial ownership of the Reporting Persons increased by approximately 5% due to a reduction in the number of Shares of Common Stock of the Issuer outstanding. ITEM 2. IDENTITY AND BACKGROUND Item 2 of the Amended Statement is hereby further amended as follows: This Amendment is being filed on behalf of American Realty Trust, Inc., a Georgia corporation ("ART"), Basic Capital Management, Inc., a Nevada corporation ("BCM"), ART Holdings, Inc., a Nevada corporation ("AHI"), The Gene E. Phillips Children's Trust (the "GEP Trust"), Syntek Asset Management, L.P., a Delaware limited partnership ("SAM LP"), American Realty Investors, Inc., a Nevada corporation ("ARL") and EQK Holdings, Inc., a Nevada corporation ("EQK"), each of which have their principal executive offices located at 1800 Valley View Lane, Suite 300, Dallas, Texas 75234. All of ART, BCM, AHI, the GEP Trust, SAM LP, ARL and EQK are collectively referred to as the "Reporting Persons." The Reporting Persons may be deemed to constitute a "person" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended, because Gene E. Phillips is a general partner of SAM LP, BCM is beneficially owned by a trust for the benefit of Mr. Phillips' children; BCM serves as Advisor to ARL, and Mr. Phillips' son, Ryan T. Phillips, serves as a director of BCM and is a beneficiary of the GEP Trust. AHI and EQK are each wholly-owned subsidiaries of ART and ART is a wholly-owned subsidiary of ARL. During April 2001, AHI transferred all 16,000 Shares directly owned by AHI to ART (which then transferred such shares to EQK), and thereby ceased to be a "Reporting Person." -1- I. ART is a real estate investment company organized and existing as a Georgia corporation engaged in the business of investing in and originating mortgage loans and investing in real estate. On August 3, 2000, ART became a wholly-owned subsidiary of ARL. ART's principal business activities include investments in real estate and in other business ventures. The name, business address and capacity with ART of each of the executive officers or directors of ART are set forth on Schedule 1 attached hereto. Each of the individuals listed on Schedule 1 is a citizen of the United States of America. II. AHI is a corporation organized and existing under the laws of the State of Nevada. AHI is a wholly-owned subsidiary of ART. AHI's principal business activity is the holding of record ownership of Shares beneficially owned by ART. The name, business address and capacity with AHI of each of the executive officers or directors of AHI are set forth on Schedule 2 attached hereto. Each of the individuals listed on Schedule 2 is a citizen of the United States of America. III. BCM is a corporation organized and existing under the laws of the State of Nevada. BCM's principal business activity is the provision of advisory services for real estate and investment trusts and other real estate entities. The name, business address and capacity with BCM of each of the executive officers or directors of BCM are set forth on Schedule 3 attached hereto. Each of the individuals listed on Schedule 3 is a citizen of the United States of America. IV. SAM LP is a Delaware limited partnership engaged in the business of investing in real estate and real estate related assets. SAM LP has no officers or directors. The general partners of SAM LP are Gene E. Phillips and Syntek Asset Management, Inc., a Texas corporation ("SAMI"). SAMI is a wholly-owned subsidiary of BCM. SAMI's principal business activities include investment in real estate and other business ventures. SAMI's principal place of business and principal office is located at 1800 Valley View Lane, Suite 300, Dallas, Texas 75234. The name, business address and capacity with SAMI of each of the executive officers or directors of SAMI are set forth on Schedule 4 attached hereto. Each of the individuals listed on Schedule 4 is a citizen of the United States of America. Mr. Gene E. Phillips' business address is 1800 Valley View Lane, Suite 300, Dallas, Texas 75234. Mr. Gene E. Phillips' present principal occupation is Chief Executive Officer and President of Syntek West, Inc. Mr. Gene E. Phillips is a citizen of the United States of America. -2- V. The GEP Trust is a trust formed under the laws of the state of Texas for the benefit of the children of Mr. Gene E. Phillips. The trustee of the GEP Trust is Mr. Gene E. Phillips' brother, Donald W. Phillips. Donald W. Phillips' business address is 1800 Valley View Lane, Suite 100, Dallas, Texas 75234. Mr. Donald W. Phillips present principal occupation is President and owner of Big D Oil Field Equipment Sales. Mr. Donald W. Phillips is a citizen of the United States of America. VI. ARL is a real estate investment company organized and existing under the laws of the State of Nevada engaged through subsidiaries in the business of investing in, financing, owning and operating real estate and real estate related assets. ARL's outstanding securities are listed and traded on the New York Stock Exchange ("NYSE"). The name, business address and capacity with ARL of each of the executive officers or directors of ARL are set forth on Schedule 5 attached hereto. Each of the individuals listed on Schedule 5 is a citizen of the United States of America. VII. EQK is a corporation organized and existing under the laws of the State of Nevada. EQK is an indirect subsidiary of ARL. The name, business address and capacity with EQK of each of the executive officers or directors of EQK are set forth on Schedule 6 attached hereto. Each of the individuals listed on Schedule 6 is a citizen of the United States of America. Individuals whose names are not listed on Schedules 1, 2, 3, 4, 5 or 6 who may have previously been referred to as executive officers or directors of ART, AHI, BCM, SAMI, ARL, or EQK respectively in Amendment No. 35 to Schedule 13D no longer occupy those positions, each having resigned or been removed prior to the date of this Amendment. (d) During the last five years, none of ART, BCM, AHI, SAM LP, the GEP Trust, ARL or EQK, nor any of their respective executive officers or directors, general partners or trustees has been convicted in a criminal proceeding (excluding traffic violations and/or similar misdemeanors). (e) During the last five years, none of ART, BCM, AHI, SAM LP, the GEP Trust, ARL, or EQK, nor any of their respective executive officers or directors, general partners or trustees has been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. -3- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The consideration paid to purchase the Shares described in Item 5 below is from working capital of each of the Reporting Persons and no part of the purchase price is represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the Shares. Each of the Reporting Persons have in the past and may in the future, utilized margin accounts with various brokerage firms which accounts may, from time to time, have debit balances and include certain of the Shares. Since other securities are held in such accounts, it may be impracticable at any time to determine the amounts, if any, borrowed with respect to the Shares and interest costs vary with applicable costs and account balances. ITEM 4. PURPOSE OF TRANSACTION Item 4 of the Amended Statement is hereby further amended as follows: The United States District Court for the Northern District of California entered an Order on February 12, 2002 granting final approval of a proposed settlement of a derivative action entitled Jack Olive, et al. v. National Income Realty Trust, et al. (the "Olive Litigation"). Income Opportunity Realty Investors, Inc. ("IOT"), TCI and ART are parties to the Olive Litigation. The Settlement Agreement requires through the mechanism of freeze-out mergers that IOT and TCI become subsidiaries of ARL. Under the Settlement Agreement, persons not affiliated with ARL, ART, BCM or Gene E. Phillips are to receive $19 per share in cash for the IOT Common Stock, or $17.50 per share in cash for TCI Common Stock. In the freeze-out mergers, the non-affiliated stockholders will have the opportunity (but no obligation) to affirmatively elect to receive shares of Preferred Stock of ARL having a liquidation value of $21.50 per share in cash in exchange for the IOT's Common Stock or $20 per share in cash for TCI Common Stock. In the freeze-out mergers, the entities affiliated with ARL and BCM will receive shares of ARL Preferred Stock for shares of Common Stock of the IOT and/or TCI held by them. The purchase prices and liquidation values have been established under the Settlement Agreement. The freeze-out mergers are to occur only after satisfaction of certain conditions, including the approval of each freeze-out merger by a majority of the shares held by stockholders of TCI and/or IOT who are not affiliated with BCM, ARL or their affiliates who vote in person or by proxy at meetings of stockholders called for that purpose. It is presently anticipated that the proposed acquisitions through the freeze-out mergers would occur during the third calendar quarter of 2002 (July 1 - September 30, 2002). If such mergers occur, TCI would become a wholly-owned subsidiary of ARL, and the Shares would become eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. -4- Except with respect to the proposed merger transaction described above, and any ancillary affect same would have on the following items, the Reporting Persons do not have any plans or proposals which relate to or would result in: (a) The acquisition by any person of additional securities of the Issuer or the disposition of securities of the Issuer; (b) An extraordinary corporate transaction, such a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of TCI or any of its subsidiaries (except that as part of the proposed merger transaction, certain real property assets owned by the Issuer may be sold); (d) Any change in the present Board of Directors or Management of TCI, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of TCI; (f) Any other material change in TCI's business or corporate structure; (g) Changes in TCI's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of TCI by any person (except that the Reporting Persons' collective ownership of 64.5% of the outstanding Shares would itself be an impediment to any potential change of control not approved by the Reporting Persons); (h) Causing a class of securities of TCI to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association (except that if the merger of TCI with a subsidiary of ARL is effectuated, TCI's Shares will no longer be eligible for listing on a national securities exchange); (i) A class of equity securities of TCI becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (except that if the merger of TCI with. -5- a subsidiary of ARL is consummated, the number of common stockholders of TCI will be reduced below 300, and such Shares would then become eligible for termination of registration); or (j) Any actions similar to any of those enumerated above. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 of the Amended Statement is hereby further amended as follows: (a) According to the latest information available from the Issuer, as of January 31, 2002, the total number of issued and outstanding Shares was 8,042,629 Shares. As of January 31, 2002, the following Shares were owned directly and beneficially by the Reporting Persons set forth below:
No. of Shares Approximate % Name Owned Directly Class ---- -------------- ------------- ART* 3,994,300 49.7% BCM 1,166,977 14.5% AHI -0- -0- GEP Trust 1,827 0.002% SAM LP 26,475 0.3% ARL* 3,994,300 49.7% EQK** 3,994,300 49.7% --------- ----- Totals 5,189,549*** 64.5% ========= =====
- ---------- * Same Shares owned by EQK; EQK is a wholly-owned subsidiary of ART which in turn is a wholly-owned subsidiary of ARL; ARL is the indirect parent of EQK. ** Effective August 10, 2001, ART transferred to its subsidiary EQK 2,135,400 Shares, all of which had previously been purchased in open market transactions over a period of years. *** If the merger of TCI with a subsidiary of ARL is consummated (i) the 1,166,977 Shares held by BCM will be converted into 1,166,977 shares of ARL Series G Preferred Stock, (ii) the 1,827 Shares held by the GEP Trust will be converted into 1,827 shares of ARL Series G Preferred Stock, (iii) the 26,475 Shares held by SAM LP will be converted into 26,425 shares of ARL Series G Preferred Stock, and (iv) the 3,994,300 Shares held by EQK will be cancelled. Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the directors of ARL, ART and EQK may be deemed to beneficially own the number of Shares owned. -6- by EQK described above; each of the directors of BCM may be deemed to beneficially own the Shares held directly by BCM; and each of the directors of SAMI and the other General Partner of SAM LP may be deemed to beneficially own the Shares held by SAM LP. Those individuals and the number of Shares deemed beneficially owned pursuant to Rule 13d-3, and the approximate percent of the class, as well as the relationship, are set forth in the following table:
No. of Shares Name of Director Beneficially % of or General Partner Entity Owned Class - ------------------ ------ ------------- ----- Collene C. Currie ARL 3,994,300* 49.7% Earl D. Cecil ARL 3,994,300* 49.7% Richard W. Humphrey ARL 3,994,300* 49.7% Joseph Mizrachi ARL 3,994,300* 49.7% Ryan T. Phillips BCM+ 1,168,804 14.5% Mickey Ned Phillips BCM 1,166,977 14.5% Donald W. Phillips GEP Trust 1,827 0.002% Gene E. Phillips SAM LP 26,475 0.3% SAMI SAM LP 26,475 0.3% Robert A. Waldman ART and EQK 3,994,300* 49.7% Ronald E. Kimbrough ART and EQK 3,994,300* 49.7% ---------- ----- Total Units beneficially owned by Reporting Persons and individuals listed above: 5,189,549 64.5% ========== =====
- ---------- + Also beneficiary of the GEP Trust. (b) Each of the directors of EQK share voting and dispositive power over the 3,994,300 Shares held by EQK. The directors of BCM have shared voting and dispositive power over the 1,163,677 Shares held by BCM. The two General Partners of SAM LP each have shared voting and dispositive power over the 26,475 Shares by SAM LP. The Trustee of the GEP Trust has the sole voting and dispositive power over the 1,827 Shares held by the GEP Trust. During the 60 calendar days ended January 31, 2002, the Reporting Persons and their executive officers, directors, partners and trustees, as the case may be, did not engage in any transaction in the Shares or any other equity interest derivative thereof. (d) No person other than the Reporting Persons or its respective Board of Directors, General Partners or Trustee is known to have the right to receive or the power to direct receipt. -7- of dividends from, or the proceeds of sale of, the Shares held by each of the Reporting Persons, subject to the matters set forth in Item 6 below. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Amended Statement is hereby further amended to read as follows: EQK has pledged 2,601,798 Shares to Sunset Management, LLC pursuant to a loan agreement with such lender. EQK has also pledged 843,111 Shares to Dynamic Finance Corporation as collateral for indebtedness under a loan agreement with such collateral for a guaranty of indebtedness of ART under a loan agreement with such lender. EQK has also pledged 249,191 Shares to Preferred Bank as collateral for a guaranty of indebtedness of ART under a loan agreement with such lender. The remaining 300,000 Shares owned directly by EQK may be deemed to be "collateral" for borrowings pursuant to margin or other account arrangements with bankers and brokerage firms relating to accounts of EQK. Such arrangements are standard arrangements involving margin securities of up to a specified percentage of market value of the Shares and bear interest at varying rates and contain only standard default and similar provisions, the operation of any of which should not give any other person immediate voting power or investment power over such securities. Such arrangements exist with the Shares and other securities held in such accounts, and it is impracticable at any given time to determine the amounts, if any, with respect to the Shares and interest costs under such arrangements may vary with applicable costs and account balances. BCM has pledged 920,507 Shares to Sunset Management, LLC pursuant to a loan agreement with such lender. BCM has also pledged 36,689 Shares to Dynamic Finance Corporation as collateral for a guaranty of indebtedness of an affiliate of BCM under a loan agreement with such lender. The remaining 209,751 Shares owned by BCM may be deemed to be "collateral" for borrowings pursuant to margin or other account arrangements with bankers and brokerage firms relating to accounts of BCM. Such arrangements are standard arrangements involving margin securities of up to a specified percentage of the market value of the Shares and bear interest at varying rates and contain only standard default and similar provisions, the operation of any of which should not give any other person immediate voting power or investment power over such securities. Such arrangements exist with the Shares and other securities held in such accounts, and it is impracticable at any given time to determine the amounts, if any, with respect to the -8- Shares and interest costs under such arrangements vary with applicable costs and account balances. All 26,475 Shares owned by SAM LP may be deemed to be "collateral" for borrowings pursuant to margin or other account arrangements with Bear Stearns relating to an account of SAM LP. Such arrangement with such brokerage firm is a standard arrangement involving margin securities of up to a specified percentage of the market value of all securities in such account, including the Shares, and bears interest at varying rates and contains only standard default and similar provisions, the operation of which should not give any other person immediate voting power or investment power over such securities. All 1,827 Shares owned by the GEP Trust may be deemed to be "collateral" for borrowings pursuant to margin or other account arrangements with a brokerage firm relating to an account of the GEP Trust. Such arrangements are standard arrangements involving margin securities of up to a specified percentage of the market value of the Shares and bear interest at varying rates and contain only standard default and similar provisions, the operation of any of which should not give any other person immediate voting power or investment power over such securities. Such arrangements exist with the Shares and other securities held in such account, and it is impracticable at any given time to determine the amount, if any, with respect to the Shares and interest cost under such arrangements vary with applicable costs and account balances. Except as set forth in the preceding paragraphs, the Reporting Persons do not have any contracts, arrangements, understandings or relationships (legal or otherwise) with any person with respect to any securities of the Issuer including finder's fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or loss, or the giving or withholding of proxies. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Item 7 of the Amended Statement is hereby further amended to add the following exhibits, which are filed herewith or are incorporated by reference as indicated below: -9-
EXHIBIT DESIGNATION DESCRIPTION OF EXHIBIT. ----------- ----------------------- 2.1 Second Amendment to Modification of Stipulation of Settlement effective October 17, 2001 (incorporated by reference to Exhibit 10.1 to Transcontinental Realty Investors, Inc. Current Report on Form 8-K filed on April 10, 2002, File No. 001-9240). 2.2 Amendment to Second Amendment to Modification of Stipulation dated February 4, 2002 (incorporated by reference to Exhibit 10.2 to Transcontinental Realty Investors, Inc. Current Report on Form 8-K filed on April 10, 2002, File No. 001-9240). 2.3 Order entered February 12, 2002, by the United States District Court, Northern District of California (incorporated by reference to Exhibit 10.3 to Transcontinental Realty Investors, Inc. Current Report on Form 8-K filed on April 10, 2002, File No. 001-9240).
-10- SIGNATURES After reasonable inquiry and to the best of their respective knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 36 to Statement on Schedule 13D is true, complete and correct. Dated: April 12, 2002 SYNTEK ASSET MANAGEMENT, LP, AMERICAN REALTY TRUST, INC. a Delaware limited partnership By: /s/ Ronald E. Kimbrough By: Syntek Asset Management, ----------------------------- Inc., General Partner Ronald E. Kimbrough Executive Vice President By: /s/ Ronald E. Kimbrough ----------------------------- Ronald E. Kimbrough Executive Vice President AMERICAN REALTY INVESTORS, INC. BASIC CAPITAL MANAGEMENT, INC. By: /s/ Ronald E. Kimbrough By: /s/ Ronald E. Kimbrough ----------------------------- ----------------------------- Ronald E. Kimbrough Ronald E. Kimbrough Executive Vice President Executive Vice President ART HOLDINGS, INC. EQK HOLDINGS, INC. By: /s/ Ronald E. Kimbrough By: /s/ Ronald E. Kimbrough ----------------------------- ----------------------------- Ronald E. Kimbrough Ronald E. Kimbrough Executive Vice President Executive Vice President THE GENE E. PHILLIPS CHILDREN'S TRUST By: /s/ Donald W. Phillips ------------------------------ Donald W. Phillips, Trustee -11- SCHEDULE 1 EXECUTIVE OFFICERS AND DIRECTORS OF AMERICAN REALTY TRUST, INC.
PRESENT BUSINESS IN NAME AND CAPACITY WITH AMERICAN WHICH EMPLOYMENT IS REALTY TRUST, INC. BUSINESS ADDRESS CONDUCTED - -------------------------------- ---------------- ------------------- Ronald E. Kimbrough, Director 1800 Valley View Lane Executive Vice and Executive Vice President and Suite 300 President, Basic Chief Financial Officer Dallas, Texas 75234 Capital Management, Inc. Mark W. Branigan, Executive Vice 1800 Valley View Lane Executive Vice President - Residential Suite 300 President, Basic Dallas, Texas 75234 Capital Management, Inc. David W. Starowicz, Executive 1800 Valley View Lane Executive Vice Vice President - Commercial Suite 300 President, Basic Asset Management Dallas, Texas 75234 Capital Management, Inc. Louis J. Corna, Executive Vice 1800 Valley View Lane Executive Vice President - Tax Suite 300 President, Basic Dallas, Texas 75234 Capital Management, Inc. Robert A. Waldman, Director, 1800 Valley View Lane Senior Vice President Senior Vice President, Secretary Suite 300 General Counsel and and General Counsel Dallas, Texas 75234 Secretary, Basic Capital Management Inc.
Schedules - Page 1 SCHEDULE 2 EXECUTIVE OFFICERS AND DIRECTORS OF ART HOLDINGS, INC.
PRESENT BUSINESS IN NAME AND CAPACITY WITH WHICH EMPLOYMENT IS ART HOLDINGS, INC. BUSINESS ADDRESS CONDUCTED ---------------------- ---------------- -------------------- Robert A. Waldman, 1800 Valley View Lane Senior Vice President, Director and Secretary Suite 300 General Counsel and Dallas, Texas 75234 Secretary, Basic Capital Management, Inc. Ronald E. Kimbrough, 1800 Valley View Lane Executive Vice President Director, Vice President Suite 300 and Chief Financial and Chief Financial Dallas, Texas 75234 Officer, Basic Capital Officer Management, Inc.
Schedules - Page 2 SCHEDULE 3 EXECUTIVE OFFICERS AND DIRECTORS OF BASIC CAPITAL MANAGEMENT, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN BASIC CAPITAL WHICH EMPLOYMENT IS MANAGEMENT, INC. BUSINESS ADDRESS CONDUCTED - ---------------------- ---------------- ------------------- Ryan T. Phillips, 1800 Valley View Lane President, Signature Director Suite 300 Asset Management, Inc. Dallas, Texas 75234 Mickey Ned Phillips, Rolling Hills Circle President, Ned Phillips Director 264 Gaffney, SC 29340 Construction Company Ronald E. Kimbrough, 1800 Valley View Lane Executive Vice Executive Vice President Suite 300 President, Basic Capital and Chief Financial Dallas, Texas 75234 Management, Inc. Officer Mark W. Branigan, 1800 Valley View Lane Executive Vice President Executive Vice President Suite 300 - Residential, Basic - - Residential Dallas, Texas 75234 Capital Management, Inc. David W. Starowicz, 1800 Valley View Lane Executive Vice Executive Vice President Suite 300 President, Basic Capital - - Commercial Asset Dallas, Texas 75234 Management, Inc. Management Louis J. Corna, 1800 Valley View Lane Executive Vice President Executive Vice President Suite 300 - Tax, Basic Capital - - Tax Dallas, Texas 75234 Management, Inc. Robert A. Waldman, 1800 Valley View Lane Senior Vice President, Senior Vice President, Suite 300 General Counsel and Secretary and General Dallas, Texas 75234 Secretary, Basic Capital Counsel Management, Inc.
Schedules - Page 3 SCHEDULE 4 EXECUTIVE OFFICERS AND DIRECTORS OF SYNTEK ASSET MANAGEMENT, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN SYNTEK ASSET WHICH EMPLOYMENT IS MANAGEMENT, INC. BUSINESS ADDRESS CONDUCTED - ---------------------- ---------------- ------------------- Ronald E. Kimbrough, 1800 Valley View Lane Executive Vice Executive Vice President Suite 300 President, Basic Capital and Chief Financial Dallas, Texas 75234 Management, Inc. Officer Mark W. Branigan, 1800 Valley View Lane Executive Vice Executive Vice President Suite 300 President, Basic Capital - - Residential Dallas, Texas 75234 Management, Inc. David W. Starowicz, 1800 Valley View Lane Executive Vice Executive Vice President Suite 300 President, Basic Capital - - Commercial Asset Dallas, Texas 75234 Management, Inc. Management Robert A. Waldman, 1800 Valley View Lane Senior Vice President, Senior Vice President, Suite 300 General Counsel and Secretary and General Dallas, Texas 75234 Secretary, Basic Capital Counsel Management, Inc.
Schedules - Page 4 SCHEDULE 5 EXECUTIVE OFFICERS AND DIRECTORS OF AMERICAN REALTY INVESTORS, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN AMERICAN REALTY INVESTORS WHICH EMPLOYMENT IS INC. BUSINESS ADDRESS CONDUCTED - ------------------------- ---------------- ------------------- Collene C. Currie, 4835 LBJ Freeway, 8th Floor Director of Client Director Dallas, Texas 75244 Development, Edeagroup Earl D.. Cecil, Director 3780 Paseo Vista Famosa Financial and Business Rancho Santa Fe, CA 92091 Consultant Richard w. Humphrey, 1800 Valley View Lane Real Estate Sales and Director Suite 300 Acquisitions, Regis Dallas, Texas 75234 Realty, Inc. Joseph Mizrachi, Director 7700 Congress Avenue Investments Suite 3106 Boca Raton, Florida 33487 Ronald E. Kimbrough, 1800 Valley View Lane Executive Vice Executive Vice President Suite 300 President, Basic Capital and Chief Financial Dallas, Texas 75234 Management, Inc. Officer Louis J. Corna, Executive 1800 Valley View Lane Executive Vice Vice President - Tax Suite 300 President, Basic Dallas, Texas 75234 Capital Management, Inc. David W. Starowicz, 1800 Valley View Lane Executive Vice Executive Vice President Suite 300 President, Basic Capital - - Commercial Asset Dallas, Texas 75234 Management, Inc. Management Mark W. Branigan, 1800 Valley View Lane Executive Vice President, Executive Vice President Suite 300 Basic Capital Management, - - Residential Dallas, Texas 75234 Inc. Robert A. Waldman, 1800 Valley View Lane Senior Vice President, Senior Vice President, Suite 300 General Counsel and Secretary and General Dallas, Texas 75234 Secretary, Basic Capital Counsel Management, Inc.
Schedules - Page 5 SCHEDULE 6 EXECUTIVE OFFICERS AND DIRECTORS OF EQK HOLDINGS, INC.
PRESENT BUSINESS IN NAME AND CAPACITY WITH EQK WHICH EMPLOYMENT IS HOLDINGS, INC. BUSINESS ADDRESS CONDUCTED - -------------------------- ---------------- ------------------- Ronald E. Kimbrough, 1800 Valley View Lane Executive Vice Director and Vice President Suite 300 President, Basic Dallas, Texas 75234 Capital Management, Inc. Mark W. Branigan, Vice 1800 Valley View Lane Executive Vice President Suite 300 President, Basic Dallas, Texas 75234 Capital Management, Inc. Louis J. Corna, Vice 1800 Valley View Lane Executive Vice President Suite 300 President, Basic Dallas, Texas 75234 Capital Management, Inc. Robert A. Waldman, Director 1800 Valley View Lane Senior Vice and Secretary Suite 300 President, General Dallas, Texas 75234 Counsel and Secretary, Basic Capital Management, Inc. John Cook, Vice President 1800 Valley View Lane Vice President Suite 300 Basic Capital Dallas, Texas 75234 Management, Inc. Thomas Bell, Vice President 1800 Valley View Lane Vice President Suite 300 Basic Capital Dallas, Texas 75234 Management, Inc.
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