-----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, JR2T+9hm2o3D4UH/ITkqTRmi1g9tjw8Q3ps6vokT6B6Fl/nRX+9MWY74xWxLEk2B JkAUQE4Tl21SEVJ5t9xOug== 0000950134-02-003978.txt : 20020419 0000950134-02-003978.hdr.sgml : 20020419 ACCESSION NUMBER: 0000950134-02-003978 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20020419 GROUP MEMBERS: AMERICAN REALTY TRUST INC GROUP MEMBERS: BASIC CAPITAL MANAGEMENT INC GROUP MEMBERS: EQK HOLDINGS 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: 1934 Act SEC FILE NUMBER: 005-45693 FILM NUMBER: 02615005 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 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 d96156sc13da.txt AMENDMENT NO. 21 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 21) 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 1800 Valley View Lane, Suite 300 Dallas, Texas 75234 (469) 522-4366 - -------------------------------------------------------------------------------- (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. 452926-10-8 - -------------------------------------------------------------------------------- 1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons (entities only) American Realty 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 -0- Number of ------------------------------------------------------- Shares Bene- 8) Shared Voting Power -0- ficially Owned by ------------------------------------------------------- Each Report- 9) Sole Dispositive Power -0- in Person 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) 28.5% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 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 -0- Number of ------------------------------------------------------- Shares Bene- 8) Shared Voting Power -0- ficially Owned by ------------------------------------------------------- Each Report- 9) Sole Dispositive Power -0- in Person 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) 28.5% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- CUSIP No. 452926-10-8 - -------------------------------------------------------------------------------- 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) [ ] - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization Nevada - -------------------------------------------------------------------------------- 7) Sole Voting Power 409,935 Number of ------------------------------------------------------- Shares Bene- 8) Shared Voting Power -0- ficially Owned by ------------------------------------------------------- Each Report- 9) Sole Dispositive Power 409,935 in Person 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) 28.5% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 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- 8) Shared Voting Power -0- ficially Owned by ------------------------------------------------------- Each Report- 9) Sole Dispositive Power 106,802 in Person 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) 7.4% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 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- 8) Shared Voting Power -0- ficially Owned by ------------------------------------------------------- Each Report- 9) Sole Dispositive Power 345,728 in Person 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) 24% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO - -------------------------------------------------------------------------------- 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 ("IOT" or the "Company" or the "Issuer") and further amends the original Statement on Schedule 13D as amended by Amendment Nos. 1 through 20 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 1800 Valley View Lane, Suite 300, Dallas, Texas 75234. The CUSIP number of the Shares is 452926-10-8. This Amendment No. 21 to Schedule 13D is being filed to reflect various changes in the information contained in the Amended Statement, including change in addresses, 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 3.6%. The increase was due to a reduction in the number of shares 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 Investors, Inc., a Nevada corporation ("ARL"), its wholly-owned subsidiary, American Realty Trust, Inc., a Georgia corporation ("ART"), and its wholly-owned subsidiary, EQK Holdings, Inc., a Nevada corporation ("EQK"), 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 1800 Valley View Lane, Suite 300, Dallas, Texas 75234. All of ARL, ART, EQK, 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 55.2% of the outstanding securities of ARL and BCM serves as the Advisor to ARL and TCI. I. 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. The name, business address and capacity with ARL of each of the executive officers or directors of ARL as set forth on Schedule 1. Each of the individuals listed on Schedule 1 is a citizen of the United States of America. -1- II. 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 2 attached hereto. Each of the individuals listed on Schedule 2 is a citizen of the United States of America. ART is a wholly-owned subsidiary of ARL. III. EQK is a real estate investment company organized and existing under the laws of the State of Nevada engaged in the business of investing in real estate and securities. The name, business address and capacity with EQK of each of the executive officers or directors of EQK 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. EQK is a wholly-owned subsidiary of ART. IV. 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 4 attached hereto. Each of the individuals listed on Schedule 4 is a citizen of the United States of America. V. 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 financing, owning and operating 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 5 attached hereto. Each of the individuals listed on Schedule 5 is a citizen of the United States of America. Individuals whose names are not listed on Schedules 2, 4 or 5 who may have previously been referred to as executive officers or directors of ART, BCM or TCI, respectively in Amendment No. 20 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 ARL, ART, EQK, 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 ARL, ART, EQK, 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 -2- 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. 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 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"). The Issuer, TCI and ART are parties to the Olive Litigation. The Settlement Agreement requires through the mechanism of freeze-out mergers that the Issuer 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 Shares or $17.50 per share in cash for TCI Common Stock. In the freeze-out mergers, the nonaffiliated 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 Issuer'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 Issuer 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 the Issuer 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 -3- the third calendar quarter of 2002 (July 1 - September 30, 2002). If such mergers occur, the Issuer 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. 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 the Issuer 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 the Issuer, 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 the Issuer; (f) Any other material change in the Issuer's business or corporate structure; (g) Changes in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person (except that the Reporting Persons' collective ownership of 59.9% 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 the Issuer 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 the Issuer with a subsidiary of ARL is effectuated, the -4- Issuer's Shares will no longer be eligible for listing on a national securities exchange); (i) A class of equity securities of the Issuer 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 the Issuer with a subsidiary of ARL is consummated, the number of common stockholders of the Issuer 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 December 31, 2001, the total number of issued and outstanding Shares was 1,438,945 Shares. As of January 31, 2002, the following Shares were owned directly and beneficially by the Reporting Persons set forth below:
Name No. of Shares Owned Approximate % Class ---- ------------------- ------------------- EQK* 409,935 28.5% ART** 409,935 28.5% ARL** 409,935 28.5% BCM 106,802 7.5% TCI 345,728 24.0% ------- ----- Totals: 862,465*** 59.9% ======= =====
- ---------- *During August 2001, ART transferred to EQK 409,935 Shares as a contribution to capital of EQK. All of such Shares were originally acquired by ART in open market purchase transactions. **Same Shares as 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. ***If the merger of the Issuer with a subsidiary of ARL is consummated, the 106,802 Shares held by BCM will be converted into 106,802 shares of ARL Series H Preferred Stock, and the 409,935 Shares held by EQK will be cancelled. If the merger of TCI with a subsidiary of ARL is consummated, the 345,728 Shares held by TCI will also be cancelled; if the merger of TCI with a subsidiary of ARL is not consummated, the 345,728 Shares held by TCI will be converted into 345,728 shares of ARL Series H Preferred Stock. -5- 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 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 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: -6-
No. of Shares Beneficially % of Name of Director Entity Owned Class - ---------------- ------------- ------------- ----- Earl D. Cecil ARL and TCI 755,663 52.5% Richard W. Humphrey ARL 409,935 28.5% Collene C. Currie ARL 409,935 28.5% Joseph Mizrachi ARL 409,935 28.5% Ronald E. Kimbrough EQK and ART** 409,935 28.5% Robert A. Waldman EQK and ART** 409,935 28.5% Ryan T. Phillips BCM 106,802 7.5% Mickey Ned Phillips BCM 106,802 7.5% Ted P. Stokely TCI 345,728 24.0% Henry A. Butler TCI 345,728 24.0% Martin L. White TCI 345,728 24.0% ------- ----- Total Shares beneficially 862,465 59.9% owned by Reporting ======= ===== Persons and individuals listed above:
(b) Each of the directors of ARL, ART and EQK may be deemed to share voting and dispositive power over the 409,935 Shares held by EQK. The directors of BCM have shared voting and dispositive power over the 106,802 Shares held by BCM. Each of the directors of TCI have shared voting and dispositive power over the 345,728 Shares held by TCI. (c) During the 60 calendar days ended January 31, 2002 and thereafter through April 12, 2002, 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. (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 EQK, BCM and TCI, subject to the matters set forth in Item 6 below. (e) Not applicable. -7- 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 250,000 Shares to a bank as additional collateral to secure a loan to EQK. An additional 153,400 Shares owned by EQK, and 106,802 Shares owned by BCM may be deemed to be "collateral" for borrowings pursuant to margin or other account arrangements with banks and brokerage firms relating to accounts of EQK and BCM, respectively. 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 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 time to determine the amounts, if any, with respect to the Shares and interest costs under such arrangements vary with applicable costs and account balances. All 345,728 Shares owned by TCI are located at a brokerage firm in a cash account (not margin account), and do not serve as "collateral" for any borrowings pursuant to any margin account arrangement or otherwise. 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. 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: EXHIBIT DESIGNATION DESCRIPTION OF EXHIBIT 2.1 Second Amendment to Modification of Stipulation of Settlement effective October 5, 2001 (incorporated by reference to Exhibit 10.1 to Income Opportunity Realty Investors, Inc. Current Report on Form 8-K filed on April 10, 2002, File No. 001-14784). -8- 2.2 Amendment to Second Amendment to Modification of Stipulation dated February 4, 2002 (incorporated by reference to Exhibit 10.2 to Income Opportunity Realty Investors, Inc. Current Report on Form 8-K filed on April 10, 2002, File No. 001-14784). 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 Income Opportunity Realty Investors, Inc. Current Report on Form 8-K filed on April 10, 2002, File No. 001-14784). 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. 21 to Statement on Schedule 13D is true, complete and correct. Dated: April 12, 2002 AMERICAN REALTY INVESTORS, INC. By: /s/ Ronald E. Kimbrough ------------------------------------- Ronald E. Kimbrough Executive Vice President AMERICAN REALTY TRUST, INC. By: /s/ Ronald E. Kimbrough ------------------------------------- Ronald E. Kimbrough, Executive Vice President EQK HOLDINGS, INC. By: /s/ Ronald E. Kimbrough ------------------------------------- Ronald E. Kimbrough, Vice President BASIC CAPITAL MANAGEMENT, INC. By: /s/ Ronald E. Kimbrough ------------------------------------- Ronald E. Kimbrough, Executive Vice President -9- TRANSCONTINENTAL REALTY INVESTORS, INC. By: /s/ Ronald E. Kimbrough ------------------------------------- Ronald E. Kimbrough, Executive Vice President -10- SCHEDULE 1 EXECUTIVE OFFICERS AND DIRECTORS OF AMERICAN REALTY INVESTORS, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN AMERICAN REALTY INVESTORS, INC. BUSINESS ADDRESS WHICH EMPLOYMENT IS CONDUCTED Collene C. Currie, Director 4835 LBJ Freeway, 8th Floor Director of Client 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 Regis Realty, Inc., Director Suite 300 Real Estate and Sales Dallas, Texas 75234 Acquisitions 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 and Suite 300 President, Basic Chief Financial Officer Dallas, Texas 75234 Capital Management, Inc. 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 Commercial Asset Management Dallas, Texas 75234 Capital Management, Inc. Mark W. Branigan, Executive 1800 Valley View Lane Executive Vice Vice President - Residential Suite 300 President, Basic Dallas, Texas 75231 Capital Management, Inc. Robert A. Waldman, Senior 1800 Valley View Lane Senior Vice President, 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 AMERICAN REALTY TRUST, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN AMERICAN REALTY INVESTORS, INC. BUSINESS ADDRESS WHICH EMPLOYMENT IS CONDUCTED Ronald E. Kimbrough, 1800 Valley View Lane Executive Vice Director, Executive Vice Suite 300 President, Basic President and Chief Dallas, Texas 75234 Capital Management, Financial Officer Inc. 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 Commercial Asset Management Dallas, Texas 75234 Capital Management, Inc. Mark W. Branigan, Executive 1800 Valley View Lane Executive Vice Vice President - Residential Suite 300 President, Basic Dallas, Texas 75234 Capital Management, Inc. Robert A. Waldman, Director 1800 Valley View Lane Senior Vice President, and Senior Vice President, Suite 300 General Counsel and Secretary and General Dallas, Texas 75234 Secretary, Basic Counsel Capital Management, Inc.
Schedules - Page 2 SCHEDULE 3 EXECUTIVE OFFICERS AND DIRECTORS OF EQK HOLDINGS, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN AMERICAN REALTY INVESTORS, INC. BUSINESS ADDRESS WHICH EMPLOYMENT IS CONDUCTED Ronald E. Kimbrough, Director 1800 Valley View Lane Executive Vice and Vice President and Chief Suite 300 President, Basic Financial Officer Dallas, Texas 75234 Capital Management, Inc. Mark W. Branigan, 1800 Valley View Lane Executive Vice Vice President Suite 300 President, Basic Dallas, Texas 75234 Capital Management, Inc. Louis J. Corna, Vice President 1800 Valley View Lane Executive Vice Suite 300 President, Basic Dallas, Texas 75234 Capital Management, Inc. Robert A. Waldman, Director and 1800 Valley View Lane Senior Vice President, Secretary Suite 300 General Counsel and Dallas, Texas 75234 Secretary, Basic Capital Management, Inc. John Cook, Vice President 1800 Valley View Lane Vice President, Basic Suite 300 Capital Management, Dallas, Texas 75234 Inc. Thomas Bell, Vice President 1800 Valley View Lane Vice President, Basic Suite 300 Capital Management, Dallas, Texas 75234 Inc.
Schedules - Page 3 SCHEDULE 4 EXECUTIVE OFFICERS AND DIRECTORS OF BASIC CAPITAL MANAGEMENT, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN AMERICAN REALTY INVESTORS, INC. BUSINESS ADDRESS WHICH EMPLOYMENT IS CONDUCTED Ryan T. Phillips, 1800 Valley View Lane President, Signature Director Suite 300 Asset Management, Inc. Dallas, Texas 75234 Mickey Ned Phillips, 264 Rolling Hills Circle President, Ned Phillips Director 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 Louis J. Corna, 1800 Valley View Lane Executive Vice Executive Vice President Suite 300 President, Basic Capital - - Tax 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 Mark W. Branigan, 1800 Valley View Lane Executive Vice Executive Vice President Suite 300 President, Basic Capital - - Residential 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 4 SCHEDULE 5 EXECUTIVE OFFICERS AND DIRECTORS OF TRANSCONTINENTAL REALTY INVESTORS, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN AMERICAN REALTY INVESTORS, INC. BUSINESS ADDRESS WHICH EMPLOYMENT IS CONDUCTED Ted P. Stokely, Chairman of 1800 Valley View Lane General Manager, Minority the Board of Directors Suite 200 and Elderly Housing Dallas, Texas 75234 Assistance Foundation, Inc. Henry A. Butler, Director 1800 Valley View Lane Land Sales, Basic Capital Suite 300 Management, Inc. Dallas, Texas 75234 Earl D. Cecil, Director 3780 Paseo Vista Famosa Financial and Business Rancho Santa Fe, CA 92091 Consultant Matin L. White, Director 8051 Coach Drive Chairman of the Board and Oakland, California 94605 Chief Executive Officer of Community Based Developers, Inc. Ronald E. Kimbrough, 1800 Valley View Lane Executive Vice President, Executive Vice President Suite 300 Basic Capital Management, and Chief Financial Officer Dallas, Texas 75234 Inc. Mark W. Branigan, Executive 1800 Valley View Lane Executive Vice President, Vice President - Suite 300 Basic Capital Management, Residential Dallas, Texas 75234 Inc. David W. Starowicz, 1800 Valley View Lane Executive Vice President, Executive Vice President - Suite 300 Basic Capital Management, Commercial Asset Management Dallas, Texas 75234 Inc. Louis J. Corna, Executive 1800 Valley View Lane Executive Vice President, Vice President - Tax Suite 300 Basic Capital Management, Dallas, Texas 75234 Inc. Robert A. Waldman, Senior 1800 Valley View Lane Senior Vice President, Vice President, Secretary Suite 300 General Counsel and and General Counsel Dallas, Texas 75234 Secretary, Basic Capital Management, Inc.
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