-----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, H/EDtXcre5qRFADIf39GWkgYGdjGxXMjqu/XTi/1RHR89qeAQBCJMv/BgmnUkXUu eFOjTRrHCz1/Ecxda3nv3g== 0000950134-03-003415.txt : 20030306 0000950134-03-003415.hdr.sgml : 20030306 20030305184212 ACCESSION NUMBER: 0000950134-03-003415 CONFORMED SUBMISSION TYPE: SC 13E3/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20030306 GROUP MEMBERS: GENE E PHILLIPS GROUP MEMBERS: INCOME OPPORTUNITY ACQUISITION CORP GROUP MEMBERS: INCOME OPPORTUNITY REALTY INVESTORS GROUP MEMBERS: TRANSCONTINETAL REALTY INVESTORS INC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BASIC CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0000916476 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 752332719 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13E3/A BUSINESS ADDRESS: STREET 1: 1800 VALLEY VIEW LANE, SUITE 300 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 4695224200 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSCONTINENTAL REALTY INVESTORS INC CENTRAL INDEX KEY: 0000733590 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 946565852 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40410 FILM NUMBER: 03593768 BUSINESS ADDRESS: STREET 1: 1800 VALLEY VIEW LANE STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 4695224200 MAIL ADDRESS: STREET 1: 1800 VALLEY VIEW LANE STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: JOHNSTOWN CONSOLIDATED REALTY TRUST DATE OF NAME CHANGE: 19861005 FORMER COMPANY: FORMER CONFORMED NAME: JOHNSTOWN CONSOLIDATED REALTY TRUST /CA/ DATE OF NAME CHANGE: 19890815 SC 13E3/A 1 d03802a6sc13e3za.txt AMENDMENT NO. 6 TO SCHEDULE 13E3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 6) TRANSCONTINENTAL REALTY INVESTORS, INC. (Name of the Issuer) BASIC CAPITAL MANAGEMENT, INC. GENE E. PHILLIPS TRANSCONTINENTAL REALTY INVESTORS, INC. INCOME OPPORTUNITY ACQUISITION CORPORATION INCOME OPPORTUNITY REALTY INVESTORS, INC. (Names of Persons Filing Statement) COMMON STOCK, PAR VALUE .01 PER SHARE (Title of Class of Securities) 893617-20-9 (CUSIP Number of Class of Securities) ROBERT A. WALDMAN 1800 VALLEY VIEW LANE, SUITE 300 DALLAS, TEXAS 75234 (469) 522-4200 (469) 522-4360 (FAX) --------------- With copies to: --------------- STEVEN C. METZGER, ESQ. JEFFREY M. SONE, ESQ. PRAGER METZGER & KROEMER, PLLC JACKSON WALKER L.L.P. 2626 COLE AVENUE, SUITE 900 901 MAIN STREET, SUITE 6000 DALLAS, TEXAS 75204 DALLAS, TEXAS 75202 (214) 969-7600 (214) 953-6000 (214) 523-3838 (FAX) (214) 953-5822(FAX) (Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement) This statement is filed in connection with (check the appropriate box): a. [ ] The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. b. [X] The filing of a registration statement under the Securities Act of 1933. c. [X] A tender offer. d. [ ] None of the above. Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: [ ] Check the following box if the filing is a final amendment reporting the results of the transaction: [ ] Calculation of Filing Fee
Transaction valuation* Amount of filing fee ---------------------- -------------------- $8,050,688 $740.66
*Filing fee determined by multiplying: (i) 4,025,344 shares of 10% Series G Cumulative Redeemable Convertible preferred stock, par value $2.00 per share, which represents the maximum number of shares of Series G Redeemable Convertible preferred stock to be issued in connection with the merger of Transcontinental Realty Investors, Inc. described herein at the exchange ratio of one share of Series G Redeemable Convertible preferred stock for each share of TCI common stock outstanding (other than shares owned by American Realty Investors, Inc. or its subsidiaries), by (ii) $2.00, the par value of the Series G Cumulative Redeemable Convertible preferred stock, by (iii) .000092. [X] Check the box if any part of the fee is offset as provided by Section 240.0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $11,786.96 Filing Party: American Realty Investors, Inc. Form or Registration No.: 333-83292 Date Filed: February 22, 2002
RULE 13E-3 TRANSACTION STATEMENT Introduction This Amendment No. 6 amends and supplements the Schedule 13E-3 Transaction Statement on Schedule 13e-3 (this "Transaction Statement") previously filed on July 31, 2002, as amended, and is filed pursuant to Section 13(e) of the Securities Exchange Act of 1934, as amended. The original Schedule 13E-3 and Amendment No. 1 were filed in connection with a proposed business combination that resulted from a court approved settlement (the "Settlement Agreement") of a lawsuit styled Jack Olive, et. al. v. National Income Realty Trust, et al, Case No. C89 4331 MHP pending in the United States District Court for the Northern District of California (the "Olive Litigation"). The claims in the Olive Litigation related to the operation and management of Transcontinental Realty Investors, Inc. ("TCI") and Income Opportunity Realty Investors, Inc. ("IOT"). Defendants in the lawsuit included, among others, American Realty Trust, Inc. (a subsidiary of American Realty Investors, Inc. ("ARL")), TCI, IOT, Basic Capital Management, Inc. ("BCM") and Gene E. Phillips ("Mr. Phillips"). BCM is a contractual advisor that is responsible for managing the affairs of ARL, TCI and IOT and for advising the respective boards on setting the policies which guide ARL, TCI and IOT. 2 ARL filed Registration Statement No. 333-83292 on Form S-4 to register the consideration in the proposed business combination and to seek stockholder approval of the business combination. The SEC review process relating to the Registration Statement has not been completed. Pursuant to the terms of the Settlement Agreement, ARL, through its subsidiary, Transcontinental Realty Acquisition Corporation ("TCI Acquisition Sub"), commenced a tender offer for any or all of the TCI common stock on November 15, 2002 in order to cure a default under the Settlement Agreement. This Amendment No. 6 to this Transaction Statement sets forth disclosures related to that tender offer. Pursuant to the tender offer TCI Acquisition Sub offered to purchase any and all of the issued and outstanding shares of common stock of TCI for $17.50 net per share in cash upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 15, 2002 (the "Offer to Purchase"). The Offer to Purchase was filed as Exhibit (a)(1) to the Schedule TO filed on November 15, 2002 by ARL and TCI Acquisition Sub, as amended by Amendment Nos. 1, 2, 3, 4, 5, 6, and 7 (the "Schedule TO"). The information set forth in the Offer to Purchase and the Letter of Transmittal (filed as Exhibit (a)(2) to the Schedule TO), including all schedules, exhibits and annexes thereto, is hereby expressly incorporated herein by reference in response to all items of information required to be included in, or covered by, this Transaction Statement. The responses to each item in this Transaction Statement are qualified in their entirety by the information contained in the Offer to Purchase and the exhibits, as amended. ITEM 1. SUMMARY TERM SHEET. Item 1 of the Transaction Statement is hereby amended as follows: See Item 1 and Item 13 of the Schedule TO, which is incorporated herein by reference. ITEM 4. TERMS OF THE TRANSACTION. Item 4 of the Transaction Statement is hereby amended as follows: See Item 4 and Item 13 of the Schedule TO and Section 10 of the Offer to Purchase, "Rights of Dissenting Stockholders," which are incorporated herein by reference. ITEM 16. EXHIBITS. Item 16 of the Transaction Statement is hereby amended as follows: See Item 12 of the Schedule TO, which is incorporated herein by reference. 3 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information is set forth in this statement is true, complete and correct. BASIC CAPITAL MANAGEMENT, INC. Date: March 5, 2003 By: /s/ RONALD E. KIMBROUGH -------------------- --------------------------------------- Printed Name: Ronald E. Kimbrough Title: Executive Vice President and Chief Financial Officer Date: March 5, 2003 By: /s/ GENE E. PHILLIPS -------------------- --------------------------------------- Printed Name: Gene E. Phillips TRANSCONTINENTAL REALTY INVESTORS, INC. Date: March 5, 2003 By: /s/ RONALD E. KIMBROUGH -------------------- --------------------------------------- Printed Name: Ronald E. Kimbrough Title: Executive Vice President and Chief Financial Officer INCOME OPPORTUNITY ACQUISITION CORPORATION Date: March 5, 2003 By: /s/ RONALD E. KIMBROUGH -------------------- --------------------------------------- Printed Name: Ronald E. Kimbrough Title: Director and President INCOME OPPORTUNITY REALTY INVESTORS, INC. Date: March 5, 2003 By: /s/ RONALD E. KIMBROUGH -------------------- --------------------------------------- Printed Name: Ronald E. Kimbrough Title: Executive Vice President and Chief Financial Officer -----END PRIVACY-ENHANCED MESSAGE-----