-----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, KmW/T0Oyi+/cGvjFSYnpG7Dzrez8935Qp5kucsT0hjaAOnnOHqM1SjMG2REziEpn zVYJc/0tfRG5bALIk++Sfw== 0000950134-99-007876.txt : 19990831 0000950134-99-007876.hdr.sgml : 19990831 ACCESSION NUMBER: 0000950134-99-007876 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990830 GROUP MEMBERS: AMERICAN REALTY TRUST INC GROUP MEMBERS: BASIC CAPITAL MANAGEMENT INC GROUP MEMBERS: TRANSCONTINENTAL REALTY INVESTORS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INCOME OPPORTUNITY REALTY INVESTORS INC /TX/ CENTRAL INDEX KEY: 0000949961 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752615944 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45693 FILM NUMBER: 99702846 BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRSWY STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 MAIL ADDRESS: STREET 1: 10670 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REALTY TRUST INC CENTRAL INDEX KEY: 0000827165 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 540697989 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRESSWAY STREET 2: STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 MAIL ADDRESS: STREET 1: 10670 N CENTRAL EXPRESSWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75231 SC 13D/A 1 AMENDMENT NO. 19 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 19) INCOME OPPORTUNITY REALTY INVESTORS, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 452-926-108 (CUSIP Number) ROBERT A. WALDMAN, 10670 N. CENTRAL EXPRESSWAY, SUITE 600, DALLAS, TEXAS 75231 (214) 692-4758 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JUNE 2, 1999 (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 [ ]. 2 CUSIP NO. 452-926-108 PAGE 2 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons AMERICAN REALTY TRUST, INC. 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) - -------------------------------------------------------------------------------- 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 464,663 Number of Shares -------------------------------------------------------------- Beneficially 8) Shared Voting Power -0- Owned by Each -------------------------------------------------------------- Reporting 9) Sole Dispositive Power 464,663 Person With -------------------------------------------------------------- 10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 464,663 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 30.4% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 2 3 CUSIP NO. 452-926-108 PAGE 3 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons BASIC CAPITAL MANAGEMENT, INC. 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) - -------------------------------------------------------------------------------- 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 118,737 Number of Shares -------------------------------------------------------------- Beneficially 8) Shared Voting Power -0- Owned by Each -------------------------------------------------------------- Reporting 9) Sole Dispositive Power 118,737 Person With -------------------------------------------------------------- 10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 118,737 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 7.8% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 3 4 CUSIP NO. 452-926-108 PAGE 2 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons TRANSCONTINENTAL REALTY INVESTORS, INC. 94-6565852 - -------------------------------------------------------------------------------- 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 NEVADA - -------------------------------------------------------------------------------- 7) Sole Voting Power 345,730 Number of Shares -------------------------------------------------------------- Beneficially 8) Shared Voting Power -0- Owned by Each -------------------------------------------------------------- Reporting 9) Sole Dispositive Power 345,730 Person With -------------------------------------------------------------- 10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 345,730 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 22.6% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 4 5 INCOME OPPORTUNITY REALTY INVESTORS, INC. CUSIP NO. 452-926-108 ITEM 1. SECURITY AND ISSUER Item 1 is hereby amended to read as follows: This amendment relates to the Shares of Common Stock, $.01 par value (the "Shares"), of INCOME OPPORTUNITY REALTY INVESTORS, INC., (the "Company") and amends the statement on Schedule 13D filed on August 14, 1998. The principal executive offices of the Company are located at 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby amended to read as follows: This statement is being filed on behalf of American Realty Trust, Inc. ("ART"), Basic Capital Management, Inc. ("BCM") and Transcontinental Realty Investors, Inc. ("TCI") (collectively, 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. This is because BCM owns approximately 56.8% of the outstanding securities of ART and BCM serves as the advisor to ART and TCI. (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. ART's principal business activities include investments in real estate and in other business ventures. The principal place of business and principal office of ART is located at 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. The following is a list of each executive officer and director of ART:
Name Position(s) with ART - ---- -------------------- Roy E. Bode Director Collene C. Currie Director Al Gonzalez Director Cliff Harris Director Karl L. Blaha Director\President Thomas A. Holland Executive Vice President and Chief Financial Officer
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Name Position(s) - ---- ----------- Steven K. Johnson Executive Vice President - Residential Asset Management Bruce A. Endendyk Executive Vice President James D. Canon, III Senior Vice President Robert A. Waldman Senior Vice President, Secretary and General Counsel Drew D. Potera Vice President and Treasurer
Mr. Bode's business address is 2435 E. FM 879, Palmer, Texas 75152. Mr. Bode's present principal occupation is Vice President for Public Affairs at the University of Texas Southwestern Medical Center at Dallas. Mr. Bode is a citizen of the United States of America. Ms. Currie's business address is 6617 Ridgeview Circle, Dallas, Texas 75240. Ms. Currie's present principal occupation is Vice President for the Bank of America, Private Bank. Ms. Currie is a citizen of the United States of America. Mr. Gonzalez' business address is 4455 Alpha Road, Building 2, Dallas, Texas 75244. Mr. Gonzalez' present principal occupation is President of AGE Refining, Inc. Mr. Gonzalez is a citizen of the United States of America. Mr. Harris's business address is 2838 Woodside Street, Dallas, Texas 75204. Mr. Harris' present principal occupation is President of Energy Transfer Group, L.L.C. Mr.Harris is a citizen of the United States of America. Mr. Blaha's business address is 10670 North Central Expressway, Suite 300, Dallas, Texas 75231. Mr. Blaha's present principal occupation is President of BCM. Mr. Blaha is a citizen of the United States of America. Mr. Holland's business address is 10670 North Central Expressway, Suite 300, Dallas, Texas 75231. Mr. Holland's present principal occupation is Executive Vice President and Chief Financial Officer of BCM. Mr. Holland is a citizen of the United States of America. Mr. Johnson's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Johnson's present principal occupation is Executive Vice President - Residential Asset Management of BCM. Mr. Johnson is a citizen of the United States of America. Mr. Endendyk's business address is 10670 North Central Expressway, Suite 500, Dallas, Texas 75231. Mr. Endendyk's present principal occupation is Executive Vice President of BCM. Mr. Endendyk is a citizen of the United States of America. Mr. Canon's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Canon's present principal occupation is Senior Vice President of BCM. Mr. Endendyk is a citizen of the United States of America. 6 7 Mr. Waldman's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Waldman's present principal occupation is Senior Vice President, General Counsel and Secretary of BCM. Mr. Waldman is a citizen of the United States of America. Mr. Potera's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Potera's present principal occupation is Vice President, Treasurer and Securities Manager of BCM. Mr. Potera is a citizen of the United States of America. (II) 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 investment trusts. Its principal place of business and principal office is located at 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. BCM is owned by Realty Advisors, Inc., a Nevada corporation. Realty Advisors, Inc. is owned by a trust established for the benefit of the children of Gene E. Phillips. The directors and executive officers of BCM are as follows:
Name Position(s) with BCM - ---- -------------------- Karl L. Blaha President Thomas A. Holland Executive Vice President and Chief Financial Officer Clifford C. Towns, Jr. Executive Vice President - Finance Steven K. Johnson Executive Vice President - Residential Asset Management Bruce A. Endendyk Executive Vice President A. Cal Rossi, Jr. Executive Vice President Cooper B. Stuart Executive Vice President Dan S. Allred Senior Vice President - Land Development James D. Canon, III Senior Vice President Robert A. Waldman Senior Vice President, General Counsel and Secretary Drew D. Potera Vice President, Treasurer and Securities Manager Mickey Ned Phillips Director Ryan T. Phillips Director Information with respect to Blaha, Holland, Johnson, Endendyk, Canon, Waldman and Potera is disclosed in (I) above.
7 8 Mr. Towns' business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Towns' present principal occupation is Executive Vice President - Finance of BCM. Mr. Towns is a citizen of the United States of America. Mr. Rossi's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Rossi's present principal occupation is Executive Vice President of BCM. Mr. Rossi is a citizen of the United States of America. Mr. Stuart's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Stuart's present principal occupation is Executive Vice President of BCM. Mr. Stuart is a citizen of the United States of America. Mr. Allred's business address is 10670 North Central Expressway, Suite 500, Dallas, Texas 75231. Mr. Allred's present principal occupation is Senior Vice President - Land Development of BCM. Mr. Allred is a citizen of the United States of America. Mickey Ned Phillips' business address is 264 Rolling Hills Circle, Gaffney, South Carolina 29340. Mr. M. Phillips' present principal occupation is owner of Phillips Remodeling Co. Mr. M. Phillips is a citizen of the United States of America. Ryan T. Phillips' business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. R. Phillips' present principal occupation is an independent real estate investor. Mr. R. Phillips is a citizen of the United States of America. (III) TCI is a real estate investment company organized and existing under the laws of the State of Nevada. TCI's principal business activity is investment in real estate. The principal place of business and principal office of TCI is located at 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. The following is a list of each executive officer and director of TCI:
Name Position(s) with TCI - ---- -------------------- Richard W. Douglas Director Larry E. Harley Director R. Douglas Leonhard Director Murray Shaw Director Ted P. Stokely Director Martin L. White Director Edward G. Zampa Director Thomas A. Holland Executive Vice President and Chief Financial Officer
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Name Position(s) with TCI - ---- -------------------- Karl L. Blaha Executive Vice President - Commercial Asset Management Steven K. Johnson Executive Vice President - Residential Asset Management Bruce A. Endendyk Executive Vice President James D. Canon, III Senior Vice President Robert A. Waldman Senior Vice President, Secretary and General Counsel Drew D. Potera Vice President and Treasurer
Information with respect to Messrs. Holland, Blaha, Johnson, Endendyk, Canon, Waldman and Potera is disclosed in (I) and (II) above. Mr. Douglas' business address is 3030 McKinney Avenue, #1201, Dallas, Texas 75204. Mr. Douglas' present principal occupation is Executive Vice President of The Staubach Company. Mr. Douglas is a citizen of the United States of America. Mr. Harley's business address is 8520 Breakers Point, Dallas, Texas 75243. Mr. Harley is retired. Mr. Harley is a citizen of the United States of America. Mr. Leonhard's business address is 13230 Hunters Lark, San Antonio, Texas 78230. Mr. Leonhard is retired. Mr. Leonhard is a citizen of the United States of America. Mr. Shaw's business address is 3713 Ebony Hollow Pass, Austin, Texas 78745. Mr. Shaw's present principal occupation is Chairman of the Board of Stephen F. Austin University. Mr. Shaw is a citizen of the United States of America. Mr. Stokely's business address is 10670 North Central Expressway, Suite 515, Dallas, Texas 75231. Mr. Stokely's present principal occupation is General Manager of Minority and Elderly Housing Assistance Foundation, Inc. Mr. Stokely is a citizen of the United States of America. Mr. White's business address is 8051 Coach Drive, Oakland, California 94605. Mr. White's present principal occupation is Chairman and Chief Executive Officer of Community Based Developers, Inc. Mr. White is a citizen of the United States of America. Mr. Zampa's business address is Number Fifty Osgood Place, Suite 110, San Francisco, California 94133. Mr. Zampa is General Partner of Edward G. Zampa and Company. Mr. Zampa is a citizen of the United States of America. 9 10 During the last five (5) years, (i) none of the persons enumerated in (I) through (III) above has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) and (ii) none of such persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to 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. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended to read as follows: (a) Share Ownership The following tables show the Shares owned directly and beneficially by the Reporting Persons on the date of this statement: Shares owned Directly
Number of Percent of Name Shares Class (1) - ---- --------- ---------- ART 464,663 30.4% BCM 118,737 7.8% TCI 345,728 22.6% ------- ---- TOTAL 929,128 60.9%
Shares owned Beneficially
Number of Percent of Name Shares Class (1) - ---- --------- ---------- ART 464,514 30.4% BCM 118,737 7.8% TCI 345,728 22.6% Al Gonzalez (2) 464,514 30.4% Roy E. Bode (2) 464,514 30.4% Collene C. Currie (2) 464,514 30.4% Cliff Harris (2) 464,514 30.4% Karl L. Blaha (2) 464,514 30.4% Richard W. Douglas (4) 345,728 22.6% Larry E. Harley (4) 345,728 22.6% R. Douglas Leonhard (4) 345,728 22.6% Murray Shaw (4) 345,728 22.6% Martin L. White (4) 345,728 22.6% Ted P. Stokely (4) 345,728 22.6% Edward G. Zampa (4) 345,728 22.6% Total Shares beneficially owned by Reporting Persons 929,128 60.9%
10 11 (1) Percentage calculations are based upon 1,526,819 Shares outstanding at July 31, 1999. Total and addends may not match due to rounding. (2) May be deemed to be a beneficial owner of the Shares held directly by ART by virtue of the relationship to ART described in Item 2. (3) May be deemed to be a beneficial owner of the Shares held directly by BCM by virtue of the relationship to BCM described in Item 2. (4) May be deemed to be a beneficial owner of the Shares held directly by TCI by virtue of the relationship to TCI described in Item 2. (b) Voting and Dispositive Power Each of the directors of ART share voting and dispositive power over the 464,663 Shares held by ART. The directors of BCM have voting and dispositive power over the 118,737 Shares held by BCM. Each of the directors of TCI share voting and disposition power over the 345,728 Shares held by TCI. (c) Transactions in Securities The following table lists the purchase transactions in the Shares that were effected by the Reporting Persons during the past 60 days.
Reporting Number Price Type of Person Date of Shares Per Share Transaction - --------- ---- --------- --------- ----------- BCM 05/17/99 100 $05.75 Open Market BCM 06/01/99 100 $05.875 Open Market BCM 06/02/99 100 $05.875 Open Market
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended to read as follows: ART has pledged 25,162 shares to Advest, pleged 8,000 shares to Arnold Securities, pledged 11,951 shares to BA Investment Services, pledged 12,334 shares to Bear Stearns, pledged 2,000 shares to Chase Securities, pledged 34,221 shares to Dain Rauscher, pledged 105,570 shares to Dean Witter, pledged 10,000 shares to Deutsche Morgan, pledged 27,069 shares to First Southwest, pledged 3,400 shares to First Union Bank, pledged 21,800 shares to Hambrecht & Quist, pledged 15,000 shares to Hobbs Melville, pledged 10,900 shares to J.C. Bradford, pledged 8,080 shares to Legg Mason (TX), pledged 10,000 shares to May Financial, pledged 32,321 shares to McDonald & Company, pledged 21,331 shares to Morgan Keegan, pledged 12,300 shares to Mutual Securities, pledged 12,000 shares to Raymond James, pledged 2,000 shares to Regions Investment, pledged 18,830 shares to Roney & Co., pledged 10,134 shares to Southland Securities, pledged 400 shares to Southwest Securities, pledged 4,000 shares to Stifel Nicolaus, pledged 2,000 shares to Tucker Anthony and pledged 15,200 shares to Wedbush Morgan in stock margin accounts maintained by it with such brokers. ART has also pledged 28,350 shares to United Pacific Bank pursuant to a loan agreement with such lender. 11 12 BCM has pledged 10,000 shares to Advest, pledged 4,000 shares to American Express, pledged 4,675 shares to Ameritrade, pledged 1,529 shares to BA Investment Services, pledged 3,550 shares to Bear Stearns, pledged 2,000 shares to Brown & Co., pledged 4,000 shares to Cutter & Co., pledged 13,167 shares to Dain Rauscher, pledged 405 shares to Dean Witter, pledged 8,884 shares to First Southwest, pledged 1,400 shares to First Union Brokerage, pledged 6,000 shares to Hambrecht & Quist, pledged 2,000 shares to Hobbs Melville, pledged 9,317 shares to J.C. Bradford, pledged 4,054 shares to Legg Mason (TX), pledged 6,000 shares to May Financial, pledged 10,080 shares to McDonald & Company, pledged 15,776 shares to Morgan Keegan, pledged 400 shares to Raymond James, pledged 4,000 shares to Regions Investment, pledged 1,500 shares to Robb Peck and pledged 2,000 shares to Robert Baird in stock margin accounts maintained by it with such brokers. TCI has pledged 345,728 shares to Dean Witter in stock margin accounts maintained by it with such brokers. SIGNATURES 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. Dated: August 30, 1999. AMERICAN REALTY TRUST, INC. By: \s\ Karl L. Blaha ----------------------------------------------- Karl L. Blaha, President BASIC CAPITAL MANAGEMENT, INC. By: \s\ Drew D. Potera ----------------------------------------------- Drew D. Potera, Vice President and Treasurer TRANSCONTINENTAL REALTY INVESTORS, INC. By: \s\ Drew D. Potera ----------------------------------------------- Drew D. Potera, Vice President and Treasurer -----END PRIVACY-ENHANCED MESSAGE-----