-----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, Ix6bzgUgtZYsg0IP9/NpYdEbe+UIIIrVo0vNtvuLJ5ixqojo6g6pofP7guOK9IQr jZ8MZW43fALziuqu+z6L+A== /in/edgar/work/20000718/0000950134-00-005774/0000950134-00-005774.txt : 20000920 0000950134-00-005774.hdr.sgml : 20000920 ACCESSION NUMBER: 0000950134-00-005774 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000718 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: [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: 674949 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: [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 sc13da.txt AMENDMENT NO. 1 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 20) INCOME OPPORTUNITY REALTY INVESTORS, INC. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 452926-10-8 - -------------------------------------------------------------------------------- (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 16, 2000 - -------------------------------------------------------------------------------- (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). 2 CUSIP No. 452926-10-8 - -------------------------------------------------------------------------------- 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 409,935 Number of -------------------------------------------------------------- Shares Bene- ficially 8) Shared Voting Power -0- Owned by -------------------------------------------------------------- Each Report- ing Person 9) Sole Dispositive Power 409,935 With -------------------------------------------------------------- 10) Shared Dispositive Power -0- -------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 409,935 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 26.26% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 3 CUSIP No. 452926-10-8 - -------------------------------------------------------------------------------- 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 106,802 Number of -------------------------------------------------------------- Shares Bene- ficially 8) Shared Voting Power -0- Owned by -------------------------------------------------------------- Each Report- ing Person 9) Sole Dispositive Power 106,802 With -------------------------------------------------------------- 10) Shared Dispositive Power -0- -------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 106,802 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 6.97% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 4 CUSIP No. 452926-10-8 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) Transcontinental Realty Investors, Inc., FEI No. 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) 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 345,728 Number of -------------------------------------------------------------- Shares Bene- ficially 8) Shared Voting Power -0- Owned by -------------------------------------------------------------- Each Report- ing Person 9) Sole Dispositive Power 345,728 With -------------------------------------------------------------- 10) Shared Dispositive Power -0- -------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 345,728 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 22.57% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 5 ITEM 1. SECURITY AND ISSUER This Amendment to Statement on Schedule 13D relates to the shares of Common Stock, par value $0.01 per share (the "Shares") of INCOME OPPORTUNITY REALTY INVESTORS, INC., a Nevada corporation (the "Company" or the "Issuer") and further amends the original Statement on Schedule 13D as amended by Amendment Nos. 1 through 19 thereof (the "Amended Statement") filed by and on behalf of the "Reporting Persons" described below. The principal executive offices of the Company are located at 10670 N. Central Expressway, Suite 600, Dallas, Texas 75231. The CUSIP number of the Shares is 452926-10-8. This Amendment No. 20 to Schedule 13D is being filed due to a significant decrease in the total percentage of outstanding Shares owned by the Reporting Persons through June 30, 2000, most of which occurred on June 16, 2000. During the period ended June 30, 2000, the collective beneficial ownership of the Reporting Persons decreased approximately 4.6%. The decrease was due to margin sales by brokers of Shares pledged in margin accounts by ART and BCM. 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") and Transcontinental Realty Investors, Inc., a Nevada corporation ("TCI"), each of which have their principal executive offices located at 10670 N. Central Expressway, Suite 600, Dallas, Texas 75231. All of ART, BCM and TCI 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 BCM owns approximately 57% 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 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. 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 -1- 6 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 2 attached hereto. Each of the individuals listed on Schedule 2 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 name, business address and capacity with TCI of each of the executive officers or directors of TCI 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. Individuals whose names are not listed on Schedules 1, 2 or 3 who may have previously been referred to as executive officers or directors of ART, BCM or TCI, respectively in Amendment No. 19 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, TCI, nor any of their respective executive officers or directors has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, none of ART, BCM, TCI, nor any of their respective executive officers or directors 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. 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. Certain of the matters reported under Item 5 below are dispositions caused by sales from margin accounts by brokerage firms pursuant to the terms of those account agreements according to such brokerage firms. See also Item 6 below for a description of a loan by TCI to each of ART and BCM. -2- 7 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 April 28, 2000, the total number of issued and outstanding Shares was 1,531,674 Shares. As of June 30, 2000, the following Shares were owned directly and beneficially by the Reporting Persons set forth below:
Name No. of Shares Owned Approximate % Class ------ ------------------- ------------------- ART 409,935 26.76% BCM 106,802 6.97% TCI 345,728 22.57% ------- ----- Totals: 862,465 56.31% ======= =====
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), each of the directors of ART may be deemed to beneficially own the number of Shares owned by ART 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 TCI may be deemed to beneficially own the Shares held directly by TCI. 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 % of Name of Director Entity Beneficially Owned Class - ---------------- ------ ------------------ ----- Karl L. Blaha ART 409,935 26.76% Roy E. Bode ART 409,935 26.76% Collene C. Currie ART 409,935 26.76% Cliff Harris ART 409,935 26.76% Joseph Mizrachi ART 409,935 26.76% Ryan T. Phillips BCM 106,802 6.97% Mickey Ned Phillips BCM 106,802 6.97% Ted P. Stokely TCI 345,728 22.57% R. Douglas Leonhard TCI 345,728 22.57% Murray Shaw TCI 345,728 22.57% Martin L. White TCI 345,728 22.57% Edward G. Zampa TCI 345,728 22.57% ------- ------ Total Shares beneficially 862,465 56.31% owned by Reporting Persons ======= ====== and individuals listed above:
-3- 8 (b) Each of the directors of ART share voting and dispositive power over the 409,935 Shares held by ART. The directors of BCM have shared voting and dispositive power over the 106,802 Shares held by BCM. Each of the directors of TCI share voting and dispositive power over the 345,728 Shares held by TCI. (c) During the 60 calendar days ended June 30, 2000, except for the transactions that are described below, the Reporting Persons and their respective executive officers and directors did not engage in any transaction in the Shares or any other equity interests derivative thereof. The following table sets forth the acquisition and disposition transactions in the Shares that have been effectuated during the 60 days ended June 30, 2000:
No. of Shares Reporting Acquired Price per Type of Person Date (Disposed) Share Transaction ------ ---- ---------- --------- ----------- ART 06/01/00 100 $7.13 Open Market Purchase ART 06/13/00 300 $6.75 Open Market Purchase ART 06/15/00 (400) $6.50 * ART 06/16/00 (200) $3.06 * ART 06/16/00 (1,520) $3.13 * ART 06/16/00 (7,500) $3.00 * ART 06/16/00 (17,280) $2.83 * ART 06/16/00 (4,050) $3.12 * ART 06/16/00 (8,829) $3.10 * ART 06/16/00 (12,000) $3.10 * ART 06/16/00 (200) $3.06 * ART 06/19/00 (9,344) $4.03 * ART 06/19/00 (1,800) $3.63 * BCM 05/16/00 4,500 $6.625 Open Market Purchase BCM 05/26/00 2,200 $6.50 Open Market Purchase BCM 06/15/00 (5,000) $4.60 * BCM 06/16/00 (1,000) $3.25 * BCM 06/16/00 (400) $4.13 * BCM 06/16/00 (200) $4.00 * BCM 06/16/00 (3,400) $3.50 * BCM 06/16/00 (10,720) $2.83 * BCM 06/16/00 (55) $3.25 * BCM 06/16/00 (2,700) $3.10 * BCM 06/16/00 (400) $3.10 * BCM 06/19/00 (500) $4.38 * BCM 06/19/00 (500) $4.25 * BCM 06/19/00 (1,356) $4.03 *
- ---------- * Under varying circumstances during the period from June 15, 2000, through June 19, 2000, various brokerage firms where Shares were pledged by ART and BCM allegedly foreclosed upon such arrangements and sold for the account of ART or BCM as applicable, certain Shares pledged as indicated by the dispositions set forth above. -4- 9 (d) No person other than the Reporting Person or its respective Board of Directors is known to have the right to receive or the power to direct receipt of dividends from, or the proceeds of sale of, the Shares held by each of ART, BCM and TCI, 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: All 409,935 Shares held by ART and all 106,802 Shares held by BCM at June 30, 2000, have been pledged to TCI to secure separate loans from TCI to ART and BCM pursuant to loan agreements which mature October 20, 2000. Each loan from TCI to ART and BCM bears interest at an annual rate of 15% per annum and is secured by a pledge of all Shares owned by the respective borrower but free and clear of any other claims or encumbrances. The loan documents provide TCI with "springing" proxies covering the Shares, effective only after default to vote the pledged Shares. All 345,728 Shares owned by TCI may be deemed to be "collateral" for any borrowings pursuant to a margin account arrangement with Morgan Stanley Dean Witter relating to a brokerage account of TCI. Such arrangement is a standard arrangement involving margin securities of up to a specified percentage of the market value of the Shares, as well as other securities in such account, bears interest at varying rates and contains 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 the Shares. 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, but not limited to, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, division of profits or losses, or the giving or withholding of proxies. -5- 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. 20 to Statement on Schedule 13D is true, complete and correct. Dated: July 18, 2000 AMERICAN REALTY TRUST, INC. By: /s/ Karl L. Blaha ------------------------- Karl L. Blaha, President BASIC CAPITAL MANAGEMENT, INC. By: /s/ Karl L. Blaha ------------------------- Karl L. Blaha, President TRANSCONTINENTAL REALTY INVESTORS, INC. By: /s/ Karl L. Blaha ------------------------- Karl L. Blaha, President -6- 11 SCHEDULE 1 EXECUTIVE OFFICERS AND DIRECTORS OF AMERICAN REALTY TRUST, INC.
PRESENT BUSINESS IN NAME AND CAPACITY WITH WHICH EMPLOYMENT IS AMERICAN REALTY TRUST, INC. BUSINESS ADDRESS CONDUCTED Karl L. Blaha, Chairman of 10670 N. Central Expressway President, Basic the Board of Directors, Suite 300 Capital Management, Chief Executive Officer and Dallas, Texas 75231 Inc. President Roy E. Bode, Director 2435 E. F.M. 879 Vice President for Palmer, Texas 75152 Public Affairs, University of Texas Southwestern Medical Center at Dallas Collene C. Currie, Director 6617 Ridgeview Circle Assistant Director, Dallas, Texas 75240 Cambridge Technology Partners (CATP:NASDAQ) Cliff Harris, Director 2838 Woodside Street President, Energy Dallas, Texas 75204 Transfer Group, L.L.C. Joseph Mizrachi, Director 6971 North Federal Hwy. President, PAZ Securities, Suite 203 Inc. and chairman of the board, Boca Raton, Florida 33487 third Millenium Properties, Inc. Thomas A. Holland, 10670 N. Central Expwy. Executive Vice Executive Vice President Suite 600 President, Basic and Chief Financial Officer Dallas, Texas 75231 Capital Management, Inc. Bruce A. Endendyk, 10670 N. Central Expwy. Executive Vice Executive Vice President Suite 600 President, Basic Dallas, Texas 75231 Capital Management, Inc. David W. Starowicz, 10670 N. Central Expwy. Executive Vice Executive Vice President - Suite 600 President, Basic Commercial Asset Management Dallas, Texas 75231 Capital Management, Inc. Steven K. Johnson, 10670 N. Central Expwy. Executive Vice Executive Vice President - Suite 600 President, Basic Residential Asset Dallas, Texas 75231 Capital Management, Management Inc. Robert A. Waldman, Senior 10670 N. Central Expwy. Senior Vice President, Vice President, Secretary Suite 600 General Counsel and and General Counsel Dallas, Texas 75231 Secretary, Basic Capital Management, Inc.
12 SCHEDULE 2 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, 10670 N. Central Expwy. President, Signature Director Sixth Floor Asset Management, Inc. Dallas, Texas 75231 Mickey Ned Phillips, 264 Rolling Hills Circle President, Ned Phillips Director Gaffney, SC 29340 Construction Company Karl L. Blaha, President 10670 N. Central Expwy. President, Basic Capital Suite 300 Management, Inc. Dallas, Texas 75231 Thomas A. Holland, 10670 N. Central Expwy. Executive Vice Executive Vice President Suite 600 President, Basic Capital and Chief Financial Dallas, Texas 75231 Management, Inc. Officer Clifford C. Towns, Jr., 10670 N. Central Expwy. Executive Vice Executive Vice President Suite 600 President, Basic Capital - - Finance Dallas, Texas 75231 Management, Inc. Bruce A. Endendyk, 10670 N. Central Expwy. Executive Vice Executive Vice President Suite 600 President, Basic Capital Dallas, Texas 75231 Management, Inc. David W. Starowicz, 10670 N. Central Expwy. Executive Vice Executive Vice President Suite 600 President, Basic Capital - - Commercial Asset Dallas, Texas 75231 Management, Inc. Management Steven K. Johnson, 10670 N. Central Expwy. Executive Vice Executive Vice President Suite 600 President, Basic Capital - - Residential Asset Dallas, Texas 75231 Management, Inc. Management Cooper B. Stuart, 10670 N. Central Expwy. Executive Vice Executive Vice President Suite 600 President, Basic Capital Dallas, Texas 75231 Management, Inc. Robert A. Waldman, 10670 N. Central Expwy. Senior Vice President, Senior Vice President, Suite 600 General Counsel and Secretary and General Dallas, Texas 75231 Secretary, Basic Capital Counsel Management, Inc.
13 SCHEDULE 3 EXECUTIVE OFFICERS AND DIRECTORS OF TRANSCONTINENTAL REALTY INVESTORS, INC.
NAME AND CAPACITY WITH TRANSCONTINENTAL REALTY PRESENT BUSINESS IN WHICH INVESTORS, INC. BUSINESS ADDRESS EMPLOYMENT IS CONDUCTED Ted P. Stokely, Chairman 10670 N. Central General Manager, Minority of the Board of Directors Expressway and Elderly Housing Suite 515 Assistance Foundation, Dallas, Texas 75231 Inc. R. Douglas Leonhard, 13230 Hunters Lark Retired. Director San Antonio, Texas 78230 Murray Shaw, Director 3713 Ebony Hollow Pass Chairman of the Board of Austin, Texas 78745 Stephen F. Austin University Matin L. White, Director 8051 Coach Drive Chairman of the Board and Oakland, California 94605 Chief Executive Officer of Community Based Developers, Inc. Edward G. Zampa No. Fifty Osgood Place General Partner, Edward G. Suite 110 Zampa & Company San Francisco, California 94133 Karl L. Blaha, President 10670 N. Central President, Basic Capital Expressway Management, Inc. Suite 600 Dallas, Texas 75231 Thomas A. Holland, 10670 N. Central Executive Vice President, Executive Vice President Expressway Basic Capital Management, and Chief Financial Suite 600 Inc. Officer Dallas, Texas 75231 Bruce A. Endendyk, 10670 N. Central Executive Vice President, Executive Vice President Expressway Basic Capital Management, Suite 600 Inc. Dallas, Texas 75231 David W. Starowicz, 10670 N. Central Executive Vice President, Executive Vice President - Expressway Basic Capital Management, Commercial Asset Suite 600 Inc. Management Dallas, Texas 75231 Steven K. Johnson, 10670 N. Central Executive Vice President, Executive Vice President - Expressway Basic Capital Management, Residential Asset Suite 600 Inc. Management Dallas, Texas 75231 Robert A. Waldman, Senior 10670 N. Central Senior Vice President, Vice President, Secretary Expressway General Counsel and and General Counsel Suite 600 Secretary, Basic Capital Dallas, Texas 75231 Management, Inc.
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