SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 36)
TRANSCONTINENTAL REALTY INVESTORS, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
893617-20-9
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(CUSIP Number)
Robert A. Waldman
1800 Valley View Lane, Suite 300
Dallas, Texas 75234
(469) 522-4200
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 12, 2002
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(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. 893617-20-9
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
American Realty Trust, Inc., FEI No. 54-0697989
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2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions)
WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6) Citizenship or Place of Organization
Georgia
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7) Sole Voting Power
Number of
Shares Bene- -0-
ficially ----------------------------------------------------------------
Owned by 8) Shared Voting Power
Each Report-
ing Person -0-
With ----------------------------------------------------------------
9) Sole Dispositive Power
-0-
----------------------------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,994,300
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
49.7%
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14) Type of Reporting Person (See Instructions)
CO
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CUSIP No. 893617-20-9
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
ART Holdings, Inc., FEI No. 75-2663476
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2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions)
WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6) Citizenship or Place of Organization
Nevada
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7) Sole Voting Power
Number of
Shares Bene- -0-
ficially ----------------------------------------------------------------
Owned by 8) Shared Voting Power
Each Report-
ing Person -0-
With ----------------------------------------------------------------
9) Sole Dispositive Power
-0-
----------------------------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
-0-
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions)
CO
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CUSIP No. 893617-20-9
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Basic Capital Management, Inc., FEI No. 75-2261065
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2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions)
WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6) Citizenship or Place of Organization
Nevada
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7) Sole Voting Power
Number of
Shares Bene- 1,166,947
ficially ----------------------------------------------------------------
Owned by 8) Shared Voting Power
Each Report-
ing Person -0-
With ----------------------------------------------------------------
9) Sole Dispositive Power
1,166,947
----------------------------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,166,947
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13) Percent of Class Represented by Amount in Row (11)
14.5%
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14) Type of Reporting Person (See Instructions)
CO
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CUSIP No. 893617-20-9
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
The Gene E. Phillips Children's Trust, I.D. No. 13-6599759
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2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions)
N/A
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6) Citizenship or Place of Organization
Texas
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7) Sole Voting Power
Number of
Shares Bene- 1,827
ficially ----------------------------------------------------------------
Owned by 8) Shared Voting Power
Each Report-
ing Person -0-
With ----------------------------------------------------------------
9) Sole Dispositive Power
1,827
----------------------------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,827
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13) Percent of Class Represented by Amount in Row (11)
0.02%
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14) Type of Reporting Person (See Instructions)
OO
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CUSIP No. 893617-20-9
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Syntek Asset Management, L.P., FEI No. 75-2311348
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2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions)
N/A
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6) Citizenship or Place of Organization
Delaware
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7) Sole Voting Power
Number of
Shares Bene- 26,475
ficially ----------------------------------------------------------------
Owned by 8) Shared Voting Power
Each Report-
ing Person -0-
With ----------------------------------------------------------------
9) Sole Dispositive Power
26,475
----------------------------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
26,475
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
0.3%
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14) Type of Reporting Person (See Instructions)
PN
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CUSIP No. 893617-20-9
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
American Reality Investors, Inc., FEI No. 75-2847135
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2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
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6) Citizenship or Place of Organization
Nevada
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7) Sole Voting Power
Number of
Shares Bene- -0-
ficially ----------------------------------------------------------------
Owned by 8) Shared Voting Power
Each Report-
ing Person -0-
With ----------------------------------------------------------------
9) Sole Dispositive Power
-0-
----------------------------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,994,300
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
49.7%
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14) Type of Reporting Person (See Instructions)
CO
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CUSIP No. 893617-20-9
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
EQK Holdings, Inc., FEI No. 75-2931679
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2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions)
WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e)
Nevada
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6) Citizenship or Place of Organization
Nevada
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7) Sole Voting Power
Number of
Shares Bene- 3,994,300
ficially ----------------------------------------------------------------
Owned by 8) Shared Voting Power
Each Report-
ing Person -0-
With ----------------------------------------------------------------
9) Sole Dispositive Power
3,994,300
----------------------------------------------------------------
10) Shared Dispositive Power
-0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
3,994,300
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
49.7%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 36 to Statement on Schedule 13D relates to the
shares of Common Stock, par value $0.01 per share (the "Shares") of
TRANSCONTINENTAL REALTY INVESTORS, INC., a Nevada corporation ("TCI" or
the"Issuer") and further amends the original Statement on Schedule 13D as
amended by Amendment Nos. 1 through 35 thereof (the "Amended Statement") filed
by and on behalf of the "Reporting Persons" described below. The principal
executive offices of TCI are located at 1800 Valley View Lane, Suite 300,
Dallas, Texas 75234. The CUSIP number of the Shares is 893617-20- 9.
This Amendment No. 36 to Schedule 13D is being filed to reflect various
changes in the information contained in the Amended Statement, including changes
in 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 5% due to a reduction in the
number of Shares of Common Stock 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 Trust, Inc.,
a Georgia corporation ("ART"), Basic Capital Management, Inc., a Nevada
corporation ("BCM"), ART Holdings, Inc., a Nevada corporation ("AHI"), The Gene
E. Phillips Children's Trust (the "GEP Trust"), Syntek Asset Management, L.P., a
Delaware limited partnership ("SAM LP"), American Realty Investors, Inc., a
Nevada corporation ("ARL") and EQK Holdings, Inc., a Nevada corporation ("EQK"),
each of which have their principal executive offices located at 1800 Valley View
Lane, Suite 300, Dallas, Texas 75234. All of ART, BCM, AHI, the GEP Trust, SAM
LP, ARL and EQK 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 Gene
E. Phillips is a general partner of SAM LP, BCM is beneficially owned by a trust
for the benefit of Mr. Phillips' children; BCM serves as Advisor to ARL, and Mr.
Phillips' son, Ryan T. Phillips, serves as a director of BCM and is a
beneficiary of the GEP Trust. AHI and EQK are each wholly-owned subsidiaries of
ART and ART is a wholly-owned subsidiary of ARL. During April 2001, AHI
transferred all 16,000 Shares directly owned by AHI to ART (which then
transferred such shares to EQK), and thereby ceased to be a "Reporting Person."
-1-
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. On August 3, 2000, ART became a
wholly-owned subsidiary of ARL. 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. AHI is a corporation organized and existing under the laws of the
State of Nevada. AHI is a wholly-owned subsidiary of ART. AHI's principal
business activity is the holding of record ownership of Shares beneficially
owned by ART. The name, business address and capacity with AHI of each of the
executive officers or directors of AHI 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. 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 3 attached hereto. Each
of the individuals listed on Schedule 3 is a citizen of the United States of
America.
IV. SAM LP is a Delaware limited partnership engaged in the business of
investing in real estate and real estate related assets. SAM LP has no officers
or directors. The general partners of SAM LP are Gene E. Phillips and Syntek
Asset Management, Inc., a Texas corporation ("SAMI"). SAMI is a wholly-owned
subsidiary of BCM. SAMI's principal business activities include investment in
real estate and other business ventures. SAMI's principal place of business and
principal office is located at 1800 Valley View Lane, Suite 300, Dallas, Texas
75234. The name, business address and capacity with SAMI of each of the
executive officers or directors of SAMI 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.
Mr. Gene E. Phillips' business address is 1800 Valley View Lane,
Suite 300, Dallas, Texas 75234. Mr. Gene E. Phillips' present principal
occupation is Chief Executive Officer and President of Syntek West, Inc. Mr.
Gene E. Phillips is a citizen of the United States of America.
-2-
V. The GEP Trust is a trust formed under the laws of the state of Texas
for the benefit of the children of Mr. Gene E. Phillips. The trustee of the GEP
Trust is Mr. Gene E. Phillips' brother, Donald W. Phillips. Donald W. Phillips'
business address is 1800 Valley View Lane, Suite 100, Dallas, Texas 75234. Mr.
Donald W. Phillips present principal occupation is President and owner of Big D
Oil Field Equipment Sales. Mr. Donald W. Phillips is a citizen of the United
States of America.
VI. 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. ARL's outstanding securities are listed and traded on the
New York Stock Exchange ("NYSE"). The name, business address and capacity with
ARL of each of the executive officers or directors of ARL 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.
VII. EQK is a corporation organized and existing under the laws of the
State of Nevada. EQK is an indirect subsidiary of ARL. The name, business
address and capacity with EQK of each of the executive officers or directors of
EQK are set forth on Schedule 6 attached hereto. Each of the individuals listed
on Schedule 6 is a citizen of the United States of America.
Individuals whose names are not listed on Schedules 1, 2, 3, 4, 5 or 6
who may have previously been referred to as executive officers or directors of
ART, AHI, BCM, SAMI, ARL, or EQK respectively in Amendment No. 35 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, AHI, SAM LP, the GEP
Trust, ARL or EQK, nor any of their respective executive officers or directors,
general partners or trustees has been convicted in a criminal proceeding
(excluding traffic violations and/or similar misdemeanors).
(e) During the last five years, none of ART, BCM, AHI, SAM LP, the GEP
Trust, ARL, or EQK, nor any of their respective executive officers or directors,
general partners or trustees 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.
-3-
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, 2002 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"). Income
Opportunity Realty Investors, Inc. ("IOT"), TCI and ART are parties to the Olive
Litigation. The Settlement Agreement requires through the mechanism of
freeze-out mergers that IOT 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 IOT Common Stock, or
$17.50 per share in cash for TCI Common Stock. In the freeze-out mergers, the
non-affiliated 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 IOT'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 IOT 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 IOT 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 the third calendar quarter of 2002 (July 1 - September 30, 2002).
If such mergers occur, TCI 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.
-4-
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 TCI
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 TCI, 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 TCI;
(f) Any other material change in TCI's business or corporate
structure;
(g) Changes in TCI's charter, bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of TCI by any person (except that the Reporting Persons'
collective ownership of 64.5% 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 TCI 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 TCI with a subsidiary of ARL
is effectuated, TCI's Shares will no longer be eligible for listing on
a national securities exchange);
(i) A class of equity securities of TCI 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 TCI with.
-5-
a subsidiary of ARL is consummated, the number of common stockholders
of TCI 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 January 31, 2002, the total number of issued and outstanding Shares was
8,042,629 Shares. As of January 31, 2002, the following Shares were owned
directly and beneficially by the Reporting Persons set forth below:
No. of Shares Approximate %
Name Owned Directly Class
---- -------------- -------------
ART* 3,994,300 49.7%
BCM 1,166,977 14.5%
AHI -0- -0-
GEP Trust 1,827 0.002%
SAM LP 26,475 0.3%
ARL* 3,994,300 49.7%
EQK** 3,994,300 49.7%
--------- -----
Totals 5,189,549*** 64.5%
========= =====
----------
* Same Shares 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.
** Effective August 10, 2001, ART transferred to its subsidiary EQK
2,135,400 Shares, all of which had previously been purchased in open market
transactions over a period of years.
*** If the merger of TCI with a subsidiary of ARL is consummated (i)
the 1,166,977 Shares held by BCM will be converted into 1,166,977 shares of ARL
Series G Preferred Stock, (ii) the 1,827 Shares held by the GEP Trust will be
converted into 1,827 shares of ARL Series G Preferred Stock, (iii) the 26,475
Shares held by SAM LP will be converted into 26,425 shares of ARL Series G
Preferred Stock, and (iv) the 3,994,300 Shares held by EQK will be cancelled.
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.
-6-
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
SAMI and the other General Partner of SAM LP may be deemed to beneficially own
the Shares held by SAM LP. 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
Name of Director Beneficially % of
or General Partner Entity Owned Class
------------------ ------ ------------- -----
Collene C. Currie ARL 3,994,300* 49.7%
Earl D. Cecil ARL 3,994,300* 49.7%
Richard W. Humphrey ARL 3,994,300* 49.7%
Joseph Mizrachi ARL 3,994,300* 49.7%
Ryan T. Phillips BCM+ 1,168,804 14.5%
Mickey Ned
Phillips BCM 1,166,977 14.5%
Donald W. Phillips GEP Trust 1,827 0.002%
Gene E. Phillips SAM LP 26,475 0.3%
SAMI SAM LP 26,475 0.3%
Robert A. Waldman ART and EQK 3,994,300* 49.7%
Ronald E. Kimbrough ART and EQK 3,994,300* 49.7%
---------- -----
Total Units beneficially
owned by Reporting Persons
and individuals listed above: 5,189,549 64.5%
========== =====
----------
+ Also beneficiary of the GEP Trust.
(b) Each of the directors of EQK share voting and dispositive power
over the 3,994,300 Shares held by EQK. The directors of BCM have shared voting
and dispositive power over the 1,163,677 Shares held by BCM. The two General
Partners of SAM LP each have shared voting and dispositive power over the 26,475
Shares by SAM LP. The Trustee of the GEP Trust has the sole voting and
dispositive power over the 1,827 Shares held by the GEP Trust.
During the 60 calendar days ended January 31, 2002, the Reporting
Persons and their executive officers, directors, partners and trustees, as the
case may be, did not engage in any transaction in the Shares or any other equity
interest derivative thereof.
(d) No person other than the Reporting Persons or
its respective Board of Directors, General Partners or Trustee is known to have
the right to receive or the power to direct receipt.
-7-
of dividends from, or the proceeds of sale of, the Shares held by each of the
Reporting Persons, 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:
EQK has pledged 2,601,798 Shares to Sunset Management, LLC pursuant to
a loan agreement with such lender. EQK has also pledged 843,111 Shares to
Dynamic Finance Corporation as collateral for indebtedness under a loan
agreement with such collateral for a guaranty of indebtedness of ART under a
loan agreement with such lender. EQK has also pledged 249,191 Shares to
Preferred Bank as collateral for a guaranty of indebtedness of ART under a loan
agreement with such lender. The remaining 300,000 Shares owned directly by EQK
may be deemed to be "collateral" for borrowings pursuant to margin or other
account arrangements with bankers and brokerage firms relating to accounts of
EQK. Such arrangements are standard arrangements involving margin securities of
up to a specified percentage of 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 other 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 given time to determine the amounts, if any, with respect to the Shares and
interest costs under such arrangements may vary with applicable costs and
account balances.
BCM has pledged 920,507 Shares to Sunset Management, LLC pursuant to a
loan agreement with such lender. BCM has also pledged 36,689 Shares to Dynamic
Finance Corporation as collateral for a guaranty of indebtedness of an affiliate
of BCM under a loan agreement with such lender. The remaining 209,751 Shares
owned by BCM may be deemed to be "collateral" for borrowings pursuant to margin
or other account arrangements with bankers and brokerage firms relating to
accounts of BCM. 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 other 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 given time to determine the amounts, if any, with
respect to the
-8-
Shares and interest costs under such arrangements vary with applicable costs and
account balances.
All 26,475 Shares owned by SAM LP may be deemed to be "collateral" for
borrowings pursuant to margin or other account arrangements with Bear Stearns
relating to an account of SAM LP. Such arrangement with such brokerage firm is a
standard arrangement involving margin securities of up to a specified percentage
of the market value of all securities in such account, including the Shares, and
bears interest at varying rates and contains only standard default and similar
provisions, the operation of which should not give any other person immediate
voting power or investment power over such securities.
All 1,827 Shares owned by the GEP Trust may be deemed to be
"collateral" for borrowings pursuant to margin or other account arrangements
with a brokerage firm relating to an account of the GEP Trust. 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 other person immediate voting power or investment
power over such securities. Such arrangements exist with the Shares and other
securities held in such account, and it is impracticable at any given time to
determine the amount, if any, with respect to the Shares and interest cost under
such arrangements vary with applicable costs and account balances.
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 finder's fees, joint ventures, loan or option arrangements, puts or
calls, guaranties of profits, division of profits or loss, 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:
-9-
EXHIBIT
DESIGNATION DESCRIPTION OF EXHIBIT.
----------- -----------------------
2.1 Second Amendment to Modification of Stipulation of Settlement
effective October 17, 2001 (incorporated by reference to
Exhibit 10.1 to Transcontinental Realty Investors, Inc.
Current Report on Form 8-K filed on April 10, 2002, File No.
001-9240).
2.2 Amendment to Second Amendment to Modification of Stipulation
dated February 4, 2002 (incorporated by reference to Exhibit
10.2 to Transcontinental Realty Investors, Inc. Current Report
on Form 8-K filed on April 10, 2002, File No. 001-9240).
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 Transcontinental Realty
Investors, Inc. Current Report on Form 8-K filed on April 10,
2002, File No. 001-9240).
-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. 36 to Statement on Schedule 13D is true, complete and correct.
Dated: April 12, 2002
SYNTEK ASSET MANAGEMENT, LP, AMERICAN REALTY TRUST, INC.
a Delaware limited partnership
By: /s/ Ronald E. Kimbrough
By: Syntek Asset Management, -----------------------------
Inc., General Partner Ronald E. Kimbrough
Executive Vice President
By: /s/ Ronald E. Kimbrough
-----------------------------
Ronald E. Kimbrough
Executive Vice President
AMERICAN REALTY INVESTORS, INC. BASIC CAPITAL MANAGEMENT, INC.
By: /s/ Ronald E. Kimbrough By: /s/ Ronald E. Kimbrough
----------------------------- -----------------------------
Ronald E. Kimbrough Ronald E. Kimbrough
Executive Vice President Executive Vice President
ART HOLDINGS, INC. EQK HOLDINGS, INC.
By: /s/ Ronald E. Kimbrough By: /s/ Ronald E. Kimbrough
----------------------------- -----------------------------
Ronald E. Kimbrough Ronald E. Kimbrough
Executive Vice President Executive Vice President
THE GENE E. PHILLIPS
CHILDREN'S TRUST
By: /s/ Donald W. Phillips
------------------------------
Donald W. Phillips, Trustee
-11-
SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS OF
AMERICAN REALTY TRUST, INC.
PRESENT BUSINESS IN
NAME AND CAPACITY WITH AMERICAN WHICH EMPLOYMENT IS
REALTY TRUST, INC. BUSINESS ADDRESS CONDUCTED
-------------------------------- ---------------- -------------------
Ronald E. Kimbrough, Director 1800 Valley View Lane Executive Vice
and Executive Vice President and Suite 300 President, Basic
Chief Financial Officer Dallas, Texas 75234 Capital Management,
Inc.
Mark W. Branigan, Executive Vice 1800 Valley View Lane Executive Vice
President - Residential Suite 300 President, Basic
Dallas, Texas 75234 Capital Management,
Inc.
David W. Starowicz, Executive 1800 Valley View Lane Executive Vice
Vice President - Commercial Suite 300 President, Basic
Asset Management Dallas, Texas 75234 Capital Management,
Inc.
Louis J. Corna, Executive Vice 1800 Valley View Lane Executive Vice
President - Tax Suite 300 President, Basic
Dallas, Texas 75234 Capital Management,
Inc.
Robert A. Waldman, Director, 1800 Valley View Lane Senior Vice President
Senior 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
ART HOLDINGS, INC.
PRESENT BUSINESS IN
NAME AND CAPACITY WITH WHICH EMPLOYMENT IS
ART HOLDINGS, INC. BUSINESS ADDRESS CONDUCTED
---------------------- ---------------- --------------------
Robert A. Waldman, 1800 Valley View Lane Senior Vice President,
Director and Secretary Suite 300 General Counsel and
Dallas, Texas 75234 Secretary, Basic Capital
Management, Inc.
Ronald E. Kimbrough, 1800 Valley View Lane Executive Vice President
Director, Vice President Suite 300 and Chief Financial
and Chief Financial Dallas, Texas 75234 Officer, Basic Capital
Officer Management, Inc.
Schedules - Page 2
SCHEDULE 3
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, 1800 Valley View Lane President, Signature
Director Suite 300 Asset Management, Inc.
Dallas, Texas 75234
Mickey Ned Phillips, Rolling Hills Circle President, Ned Phillips
Director 264 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
Mark W. Branigan, 1800 Valley View Lane Executive Vice President
Executive Vice President Suite 300 - Residential, Basic
- Residential Dallas, Texas 75234 Capital 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
Louis J. Corna, 1800 Valley View Lane Executive Vice President
Executive Vice President Suite 300 - Tax, Basic Capital
- Tax 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 3
SCHEDULE 4
EXECUTIVE OFFICERS AND DIRECTORS OF
SYNTEK ASSET MANAGEMENT, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN
SYNTEK ASSET WHICH EMPLOYMENT IS
MANAGEMENT, INC. BUSINESS ADDRESS CONDUCTED
---------------------- ---------------- -------------------
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
Mark W. Branigan, 1800 Valley View Lane Executive Vice
Executive Vice President Suite 300 President, Basic Capital
- Residential 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
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
AMERICAN REALTY INVESTORS, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN
AMERICAN REALTY INVESTORS WHICH EMPLOYMENT IS
INC. BUSINESS ADDRESS CONDUCTED
------------------------- ---------------- -------------------
Collene C. Currie, 4835 LBJ Freeway, 8th Floor Director of Client
Director 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 Real Estate Sales and
Director Suite 300 Acquisitions, Regis
Dallas, Texas 75234 Realty, Inc.
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 Suite 300 President, Basic Capital
and Chief Financial Dallas, Texas 75234 Management, Inc.
Officer
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 Capital
- Commercial Asset Dallas, Texas 75234 Management, Inc.
Management
Mark W. Branigan, 1800 Valley View Lane Executive Vice President,
Executive Vice President Suite 300 Basic Capital Management,
- Residential Dallas, Texas 75234 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 5
SCHEDULE 6
EXECUTIVE OFFICERS AND DIRECTORS OF
EQK HOLDINGS, INC.
PRESENT BUSINESS IN
NAME AND CAPACITY WITH EQK WHICH EMPLOYMENT IS
HOLDINGS, INC. BUSINESS ADDRESS CONDUCTED
-------------------------- ---------------- -------------------
Ronald E. Kimbrough, 1800 Valley View Lane Executive Vice
Director and Vice President Suite 300 President, Basic
Dallas, Texas 75234 Capital Management,
Inc.
Mark W. Branigan, Vice 1800 Valley View Lane Executive Vice
President Suite 300 President, Basic
Dallas, Texas 75234 Capital Management,
Inc.
Louis J. Corna, Vice 1800 Valley View Lane Executive Vice
President Suite 300 President, Basic
Dallas, Texas 75234 Capital Management,
Inc.
Robert A. Waldman, Director 1800 Valley View Lane Senior Vice
and Secretary Suite 300 President, General
Dallas, Texas 75234 Counsel and
Secretary, Basic
Capital Management,
Inc.
John Cook, Vice President 1800 Valley View Lane Vice President
Suite 300 Basic Capital
Dallas, Texas 75234 Management, Inc.
Thomas Bell, Vice President 1800 Valley View Lane Vice President
Suite 300 Basic Capital
Dallas, Texas 75234 Management, Inc.
Schedules - Page 6