SCHEDULE 13D
Under the Securities Exchange Act of 1934
Amendment #1
Transcontinental Realty Investors, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of class of securities)
893617209
(CUSIP Number)
Marc Weingarten, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(212) 756-2000
(Name, address and telephone number of person authorized to
receive notices and communications)
September 1, 2000
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1)
has a previous statement on file reporting beneficial ownership
of more than five percent of the class of securities described in
Item 1; and (2) has filed no amendment subsequent thereto
reporting beneficial ownership of five percent or less of such
class.) (See Rule 13d-7.)
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 person'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).
<PAGE>
SCHEDULE 13D
CUSIP No. 893617209 Page 2 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,376,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 1,376,000
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,376,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
15.94%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 893617209 Page 3 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham Partners III, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
NUMBER OF 7 SOLE VOTING POWER
SHARES 35,660
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 35,660
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
35,660
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
0.4%
14 TYPE OF REPORTING PERSON*
PN
<PAGE>
SCHEDULE 13D
CUSIP No. 893617209 Page 4 of 9 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Gotham International Advisors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [x]
GROUP* (b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 437,240
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 437,240
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
437,240
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
5.10%
14 TYPE OF REPORTING PERSON*
OO; IA
<PAGE>
Page 5 of 9 Pages
Item 1. Security and Issuer
This Amendment #1 amends and supplements the statement on Schedule 13D
(the "Statement") as it relates the Common Stock, $.01 par value ("Common
Stock"), of Transcontinental Realty Investors, Inc. a Nevada corporation (the
"Company"). The principal executive offices of the Company are located at
10670 North Central Expressway, Suite 300, Dallas, Texas 75231.
Item 3 is hereby amended to add the following information.
Item 3. Source and Amount of Funds or Other Consideration
The aggregate purchase price of the Common Stock purchased by Gotham III
was $17,670 and the aggregate purchase price of the Common Stock purchased by
Gotham International was $155,518. All of the funds required for these
purchases were obtained from the general funds of Gotham, Gotham III and Gotham
International, respectively.
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Page 6 of 9 Pages
Item 4 is hereby amended to add the following information.
Item 4. Purpose of the Transaction
The Reporting Persons hereby supplement, without in any way limiting, their
prior statements under Item 4. The Reporting Persons have become involved in
previously filed litigation involving the Company, entitled Olive, et al.,
versus Phillips, et al., Case No. C 89-4331 (MHP), pending in the United States
District Court for the Northern District of California (the "Action"). In the
Action, currently, plaintiff's counsel is challenging certain recent actions by
the Company and others, including the Company's making loans to its manager
Basic Capital Management ("BCM") and American Realty Trust, Inc., two companies
controlled by Mr. Phillips. Mr. Ackman, on behalf of the Reporting Persons,
submitted a declaration in the Action supporting the plaintiff's application to
have the Court reverse the challanged transactions, remove the Company's board,
remove BCM as the Company's manager and for other relief. A copy of Mr.
Ackman's declaration is submitted as an exhibit hereto.
In the Action, plaintiff's counsel is also challenging the Board of
Directors' handling of their obligation under prior settlement agreements
entered in the Action to review the terms and conditions of the Company's
management contracts with BCM. The Reporting Persons have made inquiry to
independent third-party real estate managers about whether they could provide
management to the Company on terms more advantageous than those currently
burdening the Company under its arrangements with BCM. The Reporting Persons
believe that, without any diminution in the quality of management, the Company
can realize material cost savings by changing managers.
The Reporting Persons intend to remain actively involved in the Action,
including in any future Court hearings or discussions about appropriate
remedial measures that may result from the Action.
Item 5 is hereby amended to add the following information.
Item 5. Interest in Securities of the Issuer
(a) Gotham owns 1,376,000 shares of Common Stock as of the date of this
Statement, representing an aggregate of approximately 15.94% of the outstanding
Common Stock of the Company. Gotham III owns 35,660 shares of Common Stock as
of the date of this Statement, representing an aggregate of approximately 0.4%
of the outstanding Common Stock of the Company. Gotham International owns
437,240 shares of Common Stock as of the date of this Statement, representing
an aggregate of approximately 5.10% of the outstanding Common Stock of the
Company. The percentages in this paragraph are calculated based upon
8,633,845 shares of Common Stock issued and outstanding as of July 31, 2000 as
reflected in the Company's form 10-Q for the period ending June 30, 2000. None
of Gotham Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz
beneficially own any Common Stock (other than the Common Stock beneficially
owned by Gotham, Gotham III and Gotham International).
(b) Each of Gotham and Gotham III has sole power to vote and to dispose of
all of the Common Stock beneficially owned by it. Pursuant to the Investment
Management Agreement, Gotham Advisors currently has the power to vote and to
dispose of all of the Common Stock beneficially owned by Gotham International.
<PAGE>
Page 7 of 9 Pages
(c) The tables below set forth information with respect to all purchases
and sales of Common Stock by Gotham III and Gotham International. In
each case, the transactions took place in the over-the-counter market.
Shares of Common Stock
Date Purchased/(Sold) Price per Share
Gotham III
8/07/00 1,000 12.8000
8/28/00 400 12.1750
Gotham International
7/27/00 3,800 12.0961
8/08/00 1,200 12.3000
8/09/00 800 12.4250
8/11/00 2,800 12.3558
8/14/00 1,100 12.3568
8/29/00 2,900 12.6427
Except as described above, none of Gotham, Gotham III, Gotham
International, Gotham Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz has effected any transactions in the securities of the Company
during the past sixty days.
(d) and (e). Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Except as described above, none of Gotham, Gotham III, Gotham
International, Gotham Advisors, Section H, Karenina, DPB, Mr. Ackman or Mr.
Berkowitz is a party to any contract, arrangement, understanding or
relationship with respect to any securities of the Company, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option agreements, puts or calls, guarantees of profits,
divisions of profit or losses or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
The following exhibit is being filed with this Schedule:
Exhibit 2 Declaration of William A. Ackman
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Page 8 of 9 Pages
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
September 8, 2000
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina Corporation,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.
its general partner
By: Karenina Corporation,
a general partner of Section H Partners, L.P.
By: /s/ William A. Ackman
William A. Ackman
President
GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: /s/ William A. Ackman
William A. Ackman
Senior Managing Member
