0001010549-15-000210.txt : 20150605 0001010549-15-000210.hdr.sgml : 20150605 20150605144215 ACCESSION NUMBER: 0001010549-15-000210 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20150605 DATE AS OF CHANGE: 20150605 GROUP MEMBERS: GENE E. PHILLIPS CHILDREN'S TRUST GROUP MEMBERS: PRIME STOCK HOLDINGS INC GROUP MEMBERS: REALTY ADVISORS INC GROUP MEMBERS: REALTY ADVISORS MANAGEMENT INC GROUP MEMBERS: TRANCONTINENTAL REALTY INVESTORS INC SUBJECT COMPANY: 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-59491 FILM NUMBER: 15915567 BUSINESS ADDRESS: STREET 1: 1603 LBJ FREEWAY STREET 2: SUITE 800 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 4695224200 MAIL ADDRESS: STREET 1: 1603 LBJ FREEWAY STREET 2: SUITE 800 CITY: DALLAS STATE: TX ZIP: 75234 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Realty Advisors, LLC CENTRAL INDEX KEY: 0001450084 IRS NUMBER: 203853431 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1603 LBJ FREEWAY, SUITE 300 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 469-522-4200 MAIL ADDRESS: STREET 1: 1603 LBJ FREEWAY, SUITE 300 CITY: DALLAS STATE: TX ZIP: 75234 SC 13D/A 1 ari13da14060514.htm AMERICAN REALTY INVESTORS ari13da14060514.htm


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 14)

AMERICAN REALTY INVESTORS, INC.

(Name of Issuer)


Common Stock, $0.01 par value

(Title of Class of Securities)


029174-10-9

(CUSIP Number)


Gene S. Bertcher
1603 LBJ Freeway, Suite 300
Dallas, Texas 75234
(469) 522-4200
(469) 522-4360 (Facsimile)

(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)


April 9, 2015
(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: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 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).
 
 
1

 

CUSIP No. 029174-10-9
1
name of reporting person
 
Realty Advisors, LLC
2
check the appropriate box if a member of a group
(A)
(B)
 
 
3
sec use only
 
 
4
source of funds
WC and OO
5
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
 
o
6
citizenship or place of organization
nevada
 
number of
shares
beneficially
owned by
each
reporting
person
with
7
sole voting power
7,789,508
8
shared voting power
                -0-
9
sole dispositive power
7,789,508
10
shared dispositive power
                -0-
11
aggregate amount beneficially owned by each reporting person
9,249,336
12
check box if the aggregate amount in row (11) excludes certain shares
 
o
13
percent of class represented by amount in row (11)
59.62%
14
type of reporting person
OO
 
2

 
 
CUSIP No. 029174-10-9
1
name of reporting person
 
Prime Stock Holdings, Inc.
2
check the appropriate box if a member of a group
(A)
(B)
 
 
3
sec use only
 
 
4
source of funds
WC
5
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
 
o
6
citizenship or place of organization
nevada
 
number of
shares
beneficially
owned by
each
reporting
person
with
7
sole voting power
1,459,828
8
shared voting power
                -0-
9
sole dispositive power
1,459,828
10
shared dispositive power
               -0-
11
aggregate amount beneficially owned by each reporting person
1,459,828
12
check box if the aggregate amount in row (11) excludes certain shares
 
o
13
percent of class represented by amount in row (11)
9.41%
14
type of reporting person
CO
 
3

 
 
CUSIP No. 029174-10-9
1
name of reporting person
 
Realty Advisors, Inc.
2
check the appropriate box if a member of a group
(A)
(B)
 
 
3
sec use only
 
 
4
source of funds
WC
5
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
 
o
6
citizenship or place of organization
nevada
 
number of
shares
beneficially
owned by
each
reporting
person
with
7
sole voting power
3,988,971
8
shared voting power
               -0-
9
sole dispositive power
3,988,971
10
shared dispositive power
               -0-
11
aggregate amount beneficially owned by each reporting person
13,238,307
12
check box if the aggregate amount in row (11) excludes certain shares
 
o
13
percent of class represented by amount in row (11)
85.33%
14
type of reporting person
CO


 
4

 


CUSIP No. 029174-10-9
1
name of reporting person
 
Transcontinental Realty Investors, Inc.
2
check the appropriate box if a member of a group
(A)
(B)
 
 
3
sec use only
 
 
4
source of funds
OO
5
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
o
6
citizenship or place of organization
nevada
 
number of
shares
beneficially
owned by
each
reporting
person
with
7
sole voting power
229,214
8
shared voting power
               -0-
9
sole dispositive power
229,214
10
shared dispositive power
               -0-
11
aggregate amount beneficially owned by each reporting person
229,214
12
check box if the aggregate amount in row (11) excludes certain shares
 
o
13
percent of class represented by amount in row (11)
1.48%
14
type of reporting person
CO
 
5

 
 
CUSIP No. 029174-10-9
1
name of reporting person
 
The Gene E. Phillips Children’s Trust
2
check the appropriate box if a member of a group
(A)
(B)
 
 
3
sec use only
 
 
4
source of funds
OO
5
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
o
6
citizenship or place of organization
texas
 
number of
shares
beneficially
owned by
each
reporting
person
with
7
sole voting power
27,602
8
shared voting power
               -0-
9
sole dispositive power
27,602
10
shared dispositive power
               -0-
11
aggregate amount beneficially owned by each reporting person
27,602
12
check box if the aggregate amount in row (11) excludes certain shares
 
o
13
percent of class represented by amount in row (11)
0.1779%
14
type of reporting person
OO
 
6

 


CUSIP No. 029174-10-9
 
1
name of reporting person
 
Realty Advisors Management, Inc.
2
check the appropriate box if a member of a group
(A)
(B)
 
 
3
sec use only
 
4
source of funds
WC
5
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
o
6
citizenship or place of organization
nevada
 
number of
shares
beneficially
owned by
each
reporting
person
with
7
sole voting power
-0-
8
shared voting power
                -0-
9
sole dispositive power
-0-
10
shared dispositive power
                -0-
11
aggregate amount beneficially owned by each reporting person
13,238,307
12
check box if the aggregate amount in row (11) excludes certain shares
 
o
13
percent of class represented by amount in row (11)
85.33%
14
type of reporting person
CO
 


 
7

 
 
Item 1.  Security and Issuer

This Amendment No. 14 to Statement on Schedule 13D (this Amendment No. 14) relates to shares of Common Stock, par value $0.01 per share (the Shares) of American Realty Investors, Inc., a Nevada corporation (the Issuer or ARL), and further amends the original Statement on Schedule 13D as amended by Amendment Nos. 1 through 13 thereto (the Amended Statement) previously filed with the Securities and Exchange Commission (the Commission) by the Reporting Persons described below.  The principal executive offices of the Issuer are located at 1603 LBJ Freeway, Suite 800, Dallas, Texas 75234.  The Shares are listed and traded on the New York Stock Exchange (NYSE).  The CUSIP number of the Shares is 029174-10-9.

This Amendment No. 14 to Schedule 13D is being filed to reflect the issuance of 1,486,741 Shares upon conversion of 460,638 shares of Series A Cumulative Convertible Preferred Stock to the holder thereof, which is one of the Reporting Persons. See item 5(c) below.

Item 2.  Identity and Background

Item 2 of the Amended Statement is hereby further amended as follows:

(a)-(c)           This Amendment No. 14 is filed on behalf of The Gene E. Phillips Childrens Trust, a trust formed under the laws of the State of Texas (the GEP Trust), Transcontinental Realty Investors, Inc., a Nevada corporation (TCI), Realty Advisors Management, Inc., a Nevada corporation (RAMI), Realty Advisors, Inc., a Nevada corporation (RAI), the sole stockholder of which is RAMI, Realty Advisors, LLC, a Nevada limited liability company (RALLC), the sole member of which is RAI and Prime Stock Holdings, Inc., a Nevada corporation (Holdings), which is wholly owned by RALLC.  Each of the Reporting Persons has its principal executive offices located at 1603 LBJ Freeway, Suite 300, Dallas, Texas 75234.  All of GEP Trust, TCI, RAMI, RAI, RALLC and Holdings 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 Holdings is owned by RALLC, the sole member of which is RAI, the sole stockholder of which is RAMI, which is beneficially owned by a trust established for the benefit of Gene E. Phillips children.  RALLC owns all of the voting securities of Holdings.  The executive officers of TCI are also executive officers of RAMI, RAI and RALLC.  Mr. Phillips son, Ryan T. Phillips, serves as a director of RAMI and RAI and is a beneficiary of the GEP Trust.  The executive officers of ARL are also executive officers of TCI.

Item 3.  Source and Amount of Funds or Other Consideration

No funds or other consideration were required in connection with the April 9, 2015, conversion of 460,638 shares of Series A Cumulative Convertible Preferred Stock of ARL into 1,486,741 shares.

Item 5.  Interest in Securities of the Issuer

The Amended Statement is hereby further amended as follows:

(a)           According to the latest information available from the Issuer, as of March 15, 2015, the total number of issued and outstanding Shares was 14,027,619 Shares.  In connection with the conversion on April 9, 2015, of 460,638 shares of Series A Cumulative Convertible Preferred Stock into 1,486,741 Shares, the total number of issued and outstanding shares increased to 15,514,360. As of April 10, 2015, after giving effect to the transaction described in item 5(c), the Reporting Persons own and hold directly and beneficially the following Shares as of April 10, 2015:
 
 
 
8

 
 
Name
 
 
No. of Shares Owned Directly
 
 
Approximate Percent of Class
 
GEP Trust
27,602
0.178%
TCI
229,214
1.48%
RALLC
7,789,508
50.21%
RAI
3,988,971
25.71%
RAMI
-0-
0.00%
Holdings
1,459,828
9.41%
 
13,495,123
85.61%
 
Pursuant to Rule 13d-3 under the Exchange Act, each of the directors of Holdings may be deemed to beneficially own the number of Shares owned by Holdings described above; each of the directors of RAMI may be deemed to beneficially own the number of Shares owned by RAMI, RAI, RALLC and Holdings described above; each of the managers of RALLC may be deemed to beneficially own the number of Shares beneficially owned by RALLC and Holdings; each of the directors of RAI may be deemed to beneficially own the number of Shares owned by RALLC and Holdings described above; each of the directors of TCI may be deemed to beneficially own the number of Shares owned by TCI described above; Ryan T. Phillips as a beneficiary of the GEP Trust may be deemed to beneficially own the Shares held directly by the GEP Trust.  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, as of April 10, 2015, are set forth in the following table:

 
Name of Director
and/or Manager
 
 
Entity
 
 
No. of Shares Beneficially Owned
 
 
Percent of Class
 
 
Ryan T. Phillips
 
 
Holdings, RAMI,
RALLC, RAI and
GEP Trust
 
 
13,265,909
 
 
85.51%
 
 
Donald W. Phillips
 
 
 
GEP Trust
 
 
27,602
 
 
0.178%
 
 
Mickey Ned Phillips
 
 
RALLC, RAMI,
Holdings, and RAI
 
 
13,238,307
 
85.33%
 
 
Henry A. Butler
 
 
TCI
 
 
229,214
 
 
1.48%
 
 
Sharon Hunt
 
 
TCI
 
 
229,214
 
 
1.48%
 
 
Robert A. Jakuszewski
 
 
TCI
 
 
229,214
 
 
1.48%
 
 
Ted R. Munselle
 
 
TCI
 
 
229,214
 
 
1.48%
 
 
Gene S. Bertcher
 
 
RALLC and
Holdings
 
 
13,238,307
 
 
85.33%
 
 
Daniel J. Moos+
 
 
RALLC and
Holdings
 
 
13,238,307
 
 
85.33%
 
 
Total Shares beneficially owned by Reporting
Persons and individuals listed above:
 
 
 
13,495,123
 
 
 
86.98%

+ Daniel J. Moos owns directly 5,000 Shares, which are not included in the table.
 
 
 
9

 

(b)           Each of the managers of RALLC share voting and dispositive power over the 7,789,508 Shares held by RALLC.  Each of the directors of Holdings share voting and dispositive power over the 1,459,828 Shares held by Holdings.  Each of the directors of TCI share voting and dispositive power over the 229,214 Shares held by TCI.  The Trustee of the GEP Trust has complete voting and dispositive power over the 27,602 Shares held by the GEP Trust. Each of the directors of RAI share voting and dispositive power over the 2,502,230 Shares held by RAI.

(c)           During the 60 calendar days ended April 10, 2015, the Reporting Persons and their respective executive officers and directors or managers did not engage in any transaction involving the Shares or any other equity interest derivative thereof, except for RAI’s conversion of 460,638 shares of Series A Cumulative Convertible Preferred Stock into 1,486,741 Shares.

(d)           No person other than the Reporting Persons or their respective Board of Directors, Managers or Trustees is known to have the right to receive or the power to direct receipt of dividends from, or proceeds of sale of, the Shares of ARL Common Stock held by RAI, RALLC, Holdings, TCI and/or the GEP Trust.

(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:

On May 21, 2015, RALLC and an individual not affiliated with any of the Reporting Persons entered into an agreement (the Option) for the purchase by RALLC from such individual of 132,000 Shares (less than 1% of the outstanding Shares) at a price of $6.25 per Share, plus interest at 5% per annum, payable over a 24-month period. Under the Option, RALLC is to make monthly installment payments of $36,043.71 each, based on a total price of $825,000, plus interest, but if the market price per Share for five consecutive trading days exceeds $6.55, the individual may discontinue monthly sales, deliver the Shares for which payment has been made to RALLC, and sell the remaining Shares as he wishes. Correspondingly, if the market price per Share declines below a specified level, RALLC may terminate the Option, receive the Shares purchased, and cease making payments.

Of the Shares owned directly by RALLC, 6,666,052 are held in bank and brokerage accounts along with other securities owned by RALLC and as such, those Shares may be deemed to be collateral for any borrowings made from time to time pursuant to customary margin or other account arrangements with such banks and/or brokers.  Such arrangements are standard involving margin securities of up to a specified percentage of market value of the Shares, as well as other securities in such accounts, bear interest at varying rates and contain only standard default and similar provisions, the operation of which should not give any other person immediate voting power or investment power over such Shares.

Of the Shares owned by TCI, 89,214 Shares are subject to an accommodation pledge for a loan to another entity at Metropolitan National Bank (Arkansas) and 50,000 Shares are subject to an accommodation pledge for a loan to another party by an individual.

Of the Shares owned by Holdings, 63,169 Shares are subject to an accommodation pledge for a loan to another party at Metropolitan National Bank (Arkansas) and 1,092,209 Shares are subject to an accommodation pledge for a loan to another party at First NBC Bank.

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 or the Issuer including, but not limited to, transfer of voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guaranties of profits, divisions of profits, divisions of profits or loss, or the giving or withholding of proxies.
 
 
10

 
 
 
SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 13 to Statement on Schedule 13D is true, complete, and correct.

Dated: June 5, 2015
 
 
REALTY ADVISORS, INC.
 
 
By: /s/ Gene S. Bertcher
Gene S. Bertcher, Vice President
 
 
 
GENE E. PHILLIPS CHILDRENS TRUST
 
 
By: /s/ Donald W. Phillips
Donald W. Phillips, Trustee
 
 
 
PRIME STOCK HOLDINGS, INC.
 
 
By: /s/ Gene S. Bertcher
Gene S. Bertcher, Vice President
 
 
REALTY ADVISORS, LLC
 
 
By: /s/ Gene S. Bertcher
Gene S. Bertcher, Vice President
 
 
 
TRANSCONTINENTAL REALTY INVESTORS, INC.
 
 
By: /s/ Gene S. Bertcher
Gene S. Bertcher, Executive Vice President
 
 
 
REALTY ADVISORS MANAGEMENT, INC.
 
 
By: /s/ Gene S. Bertcher
Gene S. Bertcher, Vice President
 


 
 
11