<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 34)
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)
October 3, 2000
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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).
<PAGE> 2
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
--------------------------------------------------------------------------------
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 2,119,400
Number of
Shares Bene- --------------------------------------------------------------
ficially 8) Shared Voting Power -0-
Owned by
Each Report- --------------------------------------------------------------
ing Person 9) Sole Dispositive Power 2,119,400
With
--------------------------------------------------------------
10) Shared Dispositive Power -0-
--------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 2,119,400
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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) 24.5%
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14) Type of Reporting Person (See Instructions) CO
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<PAGE> 3
CUSIP No. 893617-20-9
--------------------------------------------------------------------------------
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 16,000
Number of
Shares Bene- --------------------------------------------------------------
ficially 8) Shared Voting Power -0-
Owned by
Each Report- --------------------------------------------------------------
ing Person 9) Sole Dispositive Power 16,000
With
--------------------------------------------------------------
10) Shared Dispositive Power -0-
--------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 16,000
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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) 0.2%
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14) Type of Reporting Person (See Instructions) CO
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<PAGE> 4
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 1,157,976
Number of
Shares Bene- --------------------------------------------------------------
ficially 8) Shared Voting Power -0-
Owned by
Each Report- --------------------------------------------------------------
ing Person 9) Sole Dispositive Power 1,157,976
With
--------------------------------------------------------------
10) Shared Dispositive Power -0-
--------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,157,976
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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) 13.4%
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14) Type of Reporting Person (See Instructions) CO
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<PAGE> 5
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 1,827
Number of
Shares Bene- --------------------------------------------------------------
ficially 8) Shared Voting Power -0-
Owned by
Each Report- --------------------------------------------------------------
ing Person 9) Sole Dispositive Power 1,827
With
--------------------------------------------------------------
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)
--------------------------------------------------------------------------------
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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<PAGE> 6
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 26,475
Number of
Shares Bene- --------------------------------------------------------------
ficially 8) Shared Voting Power -0-
Owned by
Each Report- --------------------------------------------------------------
ing Person 9) Sole Dispositive Power 26,475
With
--------------------------------------------------------------
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)
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13) Percent of Class Represented by Amount in Row (11) 0.3%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) PN
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<PAGE> 7
CUSIP No. 893617-20-9
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Income Opportunity Realty Investors, Inc., FEI No. 75-2615944
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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 -0-
Number of
Shares Bene- --------------------------------------------------------------
ficially 8) Shared Voting Power -0-
Owned by
Each Report- --------------------------------------------------------------
ing Person 9) Sole Dispositive Power -0-
With
--------------------------------------------------------------
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)
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13) Percent of Class Represented by Amount in Row (11) -0-%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) CO
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<PAGE> 8
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 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 -0-
Number of
Shares Bene- --------------------------------------------------------------
ficially 8) Shared Voting Power -0-
Owned by
Each Report- --------------------------------------------------------------
ing Person 9) Sole Dispositive Power -0-
With
--------------------------------------------------------------
10) Shared Dispositive Power -0-
--------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person -0-
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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-%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) CO
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<PAGE> 9
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 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 33 thereof (the "Amended Statement") filed by and on behalf of the
"Reporting Persons" described below. From and after October 2, 2000, 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. 34 to Schedule 13D is being filed due to an increase
in the total percentage of outstanding Shares owned by one of the Reporting
Persons through October 3, 2000, and the addition of two more "Reporting
Persons" which hold an option covering Shares.
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"), Income Opportunity Realty Investors,
Inc., a Nevada corporation ("IORI") and American Realty Investors, Inc., a
Nevada corporation ("ARL"), each of which have their principal executive offices
located at 1800 Valley View Lane, Suite 300, Dallas, Texas 75234 from and after
October 2, 2000. All of ART, BCM, AHI, the GEP Trust, SAM LP, IORI and ARL 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 IORI and ARL, and Mr.
Phillips' son, Ryan T. Phillips, serves as a director of BCM and is a
beneficiary of the GEP Trust. AHI is a wholly-owned subsidiary of ART and ART is
a wholly-owned subsidiary of ARL.
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
<PAGE> 10
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. From and after October 2, 2000, 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.
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 160, 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.
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<PAGE> 11
VI. IORI is a corporation organized and existing under the laws of the
State of Nevada engaged in the business of investing in and originating mortgage
loans and investing in real estate and real estate related assets. IORI is a
real estate investment trust. The name, business address and capacity with IORI
of each of the executive officers or directors of IORI 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. ARL is a Nevada corporation, formed pursuant to the terms of an
Agreement and Plan of Reorganization dated November 3, 1999, among ARL, National
Realty, L.P., a Delaware limited partnership ("NRLP") and ART. Consolidation was
effectuated following a vote of the security holders of NRLP and ART by closing
on August 3, 2000, of separate mergers of ART and NRLP with and into wholly-
owned subsidiaries of ARL with the result that ART and NRLP became wholly-owned
subsidiaries of ARL with the securities of ART and NRLP converted into
securities of ARL. ART and NRLP each continue business operations as
wholly-owned subsidiaries of ARL. 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 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, BCM, AHI or SAMI, respectively in Amendment No. 33 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, IORI or ARL, 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, IORI or ARL, 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.
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
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<PAGE> 12
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. Certain of the matters reported under Item 5 below are dispositions
caused by sales from margin accounts by brokerage firms pursuant to the terms of
those account agreements according to such brokerage firms.
The consideration paid as the fee for the Option described in Item 6
below is from the working capital of each of IORI and ARL, and no part of the
purchase price is represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring the Option.
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 September 30, 2000, the total number of issued and outstanding Shares was
8,633,845 Shares. As of October 3, 2000, the following Shares were owned
directly and beneficially by the Reporting Persons set forth below:
<TABLE>
<CAPTION>
Name No. of Units Owned Directly Approximate % Class
---- --------------------------- -------------------
<S> <C> <C>
ART 2,119,400 24.5%
BCM 1,157,976 13.4%
AHI 16,000 0.2%
GEP Trust 1,827 0.002%
SAM LP 26,475 0.3%
IORI -0- -0-
ARL -0- -0-
--------- ------
Totals: 3,321,678 38.5%
========= ======
</TABLE>
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the
"Exchange Act"), each of the directors of ART may be deemed to beneficially own
the number of Shares owned by ART described above; each of the directors of BCM
may be deemed to beneficially own the Shares held directly by BCM; 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; and each of the directors of AHI may
be deemed to beneficially own the Shares held directly by AHI. Those individuals
and the number of Shares deemed beneficially owned pursuant to Rule 13d-3, and
the
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<PAGE> 13
approximate percent of the class, as well as the relationship, are
set forth in the following table:
<TABLE>
<CAPTION>
Name of Director or No. of Shares % of
General Partner Entity Beneficially Owned Class
------------------- ------ ------------------ ------
<S> <C> <C> <C>
Karl L. Blaha ART and AHI 2,135,400 25.3%
Ryan T. Phillips BCM(a) 1,159,803 13.4%
Mickey Ned Phillips BCM 1,157,976 13.4%
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 AHI 16,000 0.2%
--------- -----
Total Units beneficially
owned by Reporting Persons 3,321,678 38.5%
and individuals listed ========= =====
above:
</TABLE>
----------
(a) Also beneficiary of the GEP Trust
(b) Each of the directors of ART share voting and dispositive power
over the 2,119,400 Shares held by ART. The directors of BCM have shared voting
and dispositive power over the 1,157,976 Shares held by BCM. Each of the
directors of AHI share voting and dispositive power over the 16,000 Shares held
by AHI. 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.
(c) During the 60 calendar days ended October 3, 2000, except for the
transactions that are described below, the Reporting Persons and their
respective executive officers, directors, partners and trustees, as the case may
be, did not engage in any transaction in the Shares or any other equity
interests derivative thereof. The following table sets forth the acquisition and
disposition transactions in the Shares that have been effectuated during the
sixty days ended October 3, 2000:
<TABLE>
<CAPTION>
No. of
Shares
Reporting Acquired Price per Type of
Person Date (Disposed) Share Transaction
--------- -------- ---------- --------- -----------
<S> <C> <C> <C> <C>
BCM 07/03/00 12,500 $12.79 Open Market Purchase
BCM 07/05/00 13,000 $12.50 Open Market Purchase
BCM 07/05/00 9,800 $12.25 Open Market Purchase
BCM 07/06/00 5,600 $12.13 Open Market Purchase
BCM 07/07/00 400 $12.31 Open Market Purchase
BCM 07/11/00 5,200 $12.19 Open Market Purchase
BCM 07/17/00 400 $11.94 Open Market Purchase
BCM 07/18/00 2,000 $12.00 Open Market Purchase
</TABLE>
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<PAGE> 14
<TABLE>
<CAPTION>
No. of
Shares
Reporting Acquired Price per Type of
Person Date (Disposed) Share Transaction
--------- -------- ---------- --------- -----------
<S> <C> <C> <C> <C>
BCM 07/19/00 1,000 $12.00 Open Market Purchase
BCM 07/20/00 1,700 $11.82 Open Market Purchase
BCM 07/21/00 700 $11.75 Open Market Purchase
BCM 07/25/00 500 $11.63 Open Market Purchase
BCM 07/27/00 1,000 $11.63 Open Market Purchase
BCM 07/28/00 2,000 $12.94 Open Market Purchase
BCM 07/31/00 200 $12.88 Open Market Purchase
BCM 08/01/00 1,000 $12.81 Open Market Purchase
BCM 08/01/00 400 $12.81 Open Market Purchase
BCM 08/02/00 1,000 $12.88 Open Market Purchase
BCM 08/02/00 1,000 $12.88 Open Market Purchase
BCM 08/07/00 500 $12.69 Open Market Purchase
BCM 08/08/00 1,000 $12.25 Open Market Purchase
BCM 08/09/00 900 $12.38 Open Market Purchase
BCM 08/14/00 300 $12.31 Open Market Purchase
BCM 08/15/00 100 $12.31 Open Market Purchase
BCM 08/23/00 900 $12.25 Open Market Purchase
BCM 08/23/00 5,000 $12.06 Open Market Purchase
BCM 08/24/00 100 $12.00 Open Market Purchase
BCM 08/25/00 900 $11.88 Open Market Purchase
BCM 08/28/00 600 $12.13 Open Market Purchase
BCM 08/29/00 600 $12.50 Open Market Purchase
BCM 08/30/00 500 $12.63 Open Market Purchase
BCM 09/01/00 600 $12.50 Open Market Purchase
BCM 09/05/00 600 $12.75 Open Market Purchase
BCM 09/05/00 3,400 $12.75 Open Market Purchase
BCM 09/05/00 3,700 $12.75 Open Market Purchase
BCM 09/05/00 3,700 $12.75 Open Market Purchase
BCM 09/05/00 3,700 $12.75 Open Market Purchase
BCM 09/06/00 600 $12.82 Open Market Purchase
BCM 09/07/00 800 $12.50 Open Market Purchase
BCM 09/11/00 300 $12.32 Open Market Purchase
BCM 09/13/00 500 $12.32 Open Market Purchase
BCM 09/13/00 3,100 $12.32 Open Market Purchase
BCM 09/14/00 500 $11.82 Open Market Purchase
BCM 09/20/00 700 $12.38 Open Market Purchase
BCM 09/26/00 700 $14.13 Open Market Purchase
BCM 09/27/00 700 $13.88 Open Market Purchase
BCM 09/27/00 4,200 $13.88 Open Market Purchase
BCM 09/28/00 700 $14.25 Open Market Purchase
BCM 10/02/00 700 $16.00 Open Market Purchase
BCM 10/03/00 200 $16.63 Open Market Purchase
</TABLE>
In Amendment No. 33 to Schedule 13D, it was reported that as of June 30,
2000, the GEP Trust ceased to own of record or beneficially any Shares by virtue
of the belief that all Shares owned by the GEP Trust had been allegedly
foreclosed upon and sold
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<PAGE> 15
on June 21, 22 and 30, 2000, to satisfy margin debt. During July 2000, the GEP
Trust received advice from Morgan Stanley Dean Witter ("MSDW") that the GEP
Trust account still held 1,827 Shares. Apparently such 1,827 Shares were
originally reported as "sold" by MSDW, which was a broker advice error and the
GEP Trust continues to own and hold 1,827 Shares.
(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 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:
ART has pledged 152,212 Shares to United Pacific Bank pursuant to a loan
agreement with such lender. ART has also pledged 249,191 Shares to Preferred
Bank pursuant to a loan agreement with such lender. The remaining 1,717,997
Shares owned by ART may be deemed to be "collateral" for borrowings pursuant to
margin or other account arrangements with banks and brokerage firms relating to
accounts of ART. 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 Shares and interest costs under such arrangements vary with
applicable costs and account balances.
BCM has pledged 898,207 Shares to Consolidated National Corp. pursuant to a
loan agreement with such lender. The remaining 259,769 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
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<PAGE> 16
is impracticable at any given 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 16,000 Shares owned by AHI may be deemed to be "collateral" for
borrowings pursuant to margin or other account arrangements with two separate
brokerage firms relating to accounts of AHI. Such arrangements with both
brokerage firms are standard arrangements involving margin securities of up to a
specified percentage of the market value of the Shares, as well as other
securities in such accounts, 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 the
Shares.
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.
On October 3, 2000, pursuant to a Stock Option Agreement dated October 3,
2000, Gotham Partners, L.P. and Gotham Partners III, L.P. (both New York limited
partnerships) and Gotham Partners International, Ltd., a Canadian island company
(all collectively "Gotham") granted to ARL and IORI jointly, an option to
purchase 1,858,900 Shares [of TCI Common Stock] (the "Option") at an exercise
price of $12 per Share (a total price of $22,306,800). Such Option is
exercisable on January 1, 2001, through 5:00 p.m. central standard time on April
4, 2001 (the "Option Period") and may only be exercised as to the whole of such
Option (not in part). As a fee for the Option, ARL and IORI paid to Gotham an
initial
-8-
<PAGE> 17
Option Fee of $5,576,700 ($3 per Share) at the time of execution of the Option
Agreement and are obligated to pay to Gotham on or before December 15, 2000, the
remaining portion of the Option Fee of $2,788,350 ($1.50 per Share). The Shares
covered by such Option constitute approximately 21% of the presently issued and
outstanding number of Shares of Common Stock of TCI. Pursuant to the Option
Agreement, Gotham agreed to a "standstill" for a period of two years from the
date of the Option Agreement and agreed not to purchase directly or indirectly
any security issued by ARL, TCI or IORI, provided, however, the standstill shall
terminate if the additional Option Fee is not made on or before December 15,
2000, or if the Option is not exercised prior to April 4, 2001. Gotham also
executed a proxy covering the Shares in favor of ARL and IOT to attend the
Annual Meeting of Stockholders of TCI on October 10, 2000, to represent, vote,
execute consents and otherwise act for Gotham only in approving the four
proposals set forth in TCI's Proxy Statement for such Annual Meeting dated
September 11, 2000. No other agreement or arrangement exists among Gotham and
ARL and IORI with respect to any securities of TCI or the giving or withholding
of proxies.
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
The following are filed herewith as exhibits:
EXHIBIT
DESIGNATION DESCRIPTION OF EXHIBIT
1 Stock Option Agreement dated October 3, 2000, between American
Realty Investors, Inc., Income Opportunity Investors, Inc., Gotham
Partners, LP, Gotham Partners III, LP and Gotham Partners
International, Ltd.
2 Revocable Proxy of Gotham Partners, LP covering 1,376,000 Shares
3 Revocable Proxy of Gotham Partners III, LP covering 35,860 Shares
4 Revocable Proxy of Gotham Partners International, Ltd. covering
447,040 Shares
-9-
<PAGE> 18
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. 34 to Statement on Schedule 13D is true, complete and correct.
Dated: October 17, 2000.
SYNTEK ASSET MANAGEMENT, LP, a AMERICAN REALTY TRUST, INC.
Delaware limited partnership
By: Syntek Asset Management,
Inc., General Partner By: /s/ Karl L. Blaha
---------------------------
Karl L. Blaha, President
By: /s/ Karl L. Blaha
---------------------------------
Karl L. Blaha, President
AMERICAN REALTY INVESTORS, INC. BASIC CAPITAL MANAGEMENT, INC.
By: /s/ Karl L. Blaha By: /s/ Karl L. Blaha
--------------------------------- ---------------------------
Karl L. Blaha, President Karl L. Blaha, President
INCOME OPPORTUNITY REALTY ART HOLDINGS, INC.
INVESTORS, INC.
By: /s/ Karl L. Blaha By: /s/ Karl L. Blaha
--------------------------------- ---------------------------
Karl L. Blaha, President Karl L. Blaha, President
THE GENE E. PHILLIPS CHILDREN'S
TRUST
By: /s/ Donald W. Phillips,
---------------------------
Donald W. Phillips,
Trustee
-10-
<PAGE> 19
SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS OF
AMERICAN REALTY TRUST, INC.
<TABLE>
<CAPTION>
PRESENT BUSINESS IN
NAME AND CAPACITY WITH WHICH EMPLOYMENT IS
AMERICAN REALTY TRUST, INC. BUSINESS ADDRESS CONDUCTED
<S> <C> <C>
Karl L. Blaha, Director, 1800 Valley View Lane President, Basic
Chief Executive Officer and Suite 300 Capital Management,
President Dallas, Texas 75234 Inc.
Mark W. Branigan, Executive 1800 Valley View Lane Executive Vice
Vice President and Chief Suite 300 President, Basic
Financial Officer Dallas, Texas 75234 Capital Management,
Inc.
Bruce A. Endendyk, 1800 Valley View Lane Executive Vice
Executive Vice President 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.
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.
Kelly Stracener, Treasurer 1800 Valley View Lane Treasurer, Basic
Suite 300 Capital Management,
Dallas, Texas 75234 Inc.
</TABLE>
<PAGE> 20
SCHEDULE 2
EXECUTIVE OFFICERS AND DIRECTORS OF
ART HOLDINGS, INC.
<TABLE>
<CAPTION>
PRESENT BUSINESS IN
NAME AND CAPACITY WITH WHICH EMPLOYMENT IS
ART HOLDINGS, INC. BUSINESS ADDRESS CONDUCTED
<S> <C> <C>
Karl L. Blaha, President 1800 Valley View Lane President, Basic Capital
and Director Suite 300 Management, Inc.
Dallas, Texas 75234
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.
Mark W. Branigan, Vice 1800 Valley View Lane Executive Vice President
President and Chief Suite 300 and Chief Financial
Financial Officer Dallas, Texas 75234 Officer, Basic Capital
Management, Inc.
Kelly Stracener 1800 Valley View Lane Treasurer, Basic Capital
Suite 300 Management, Inc.
Dallas, Texas 75234
</TABLE>
<PAGE> 21
SCHEDULE 3
EXECUTIVE OFFICERS AND DIRECTORS OF
BASIC CAPITAL MANAGEMENT, INC.
<TABLE>
<CAPTION>
NAME AND CAPACITY WITH PRESENT BUSINESS IN
BASIC CAPITAL WHICH EMPLOYMENT IS
MANAGEMENT, INC. BUSINESS ADDRESS CONDUCTED
<S> <C> <C>
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
Karl L. Blaha, President 1800 Valley View Lane President, Basic Capital
Suite 300 Management, Inc.
Dallas, Texas 75234
Mark W. Branigan, 1800 Valley View Lane Executive Vice
Executive Vice President Suite 300 President, Basic Capital
and Chief Financial Dallas, Texas 75234 Management, Inc.
Officer
Clifford C. Towns, Jr., 1800 Valley View Lane Executive Vice
Executive Vice President Suite 300 President, Basic Capital
- Finance Dallas, Texas 75234 Management, Inc.
Bruce A. Endendyk, 1800 Valley View Lane Executive Vice
Executive Vice President Suite 300 President, Basic Capital
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
Cooper B. Stuart, 1800 Valley View Lane Executive Vice
Executive Vice President Suite 300 President, Basic Capital
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.
Kelly Stracener, 1800 Valley View Lane Treasurer, Basic Capital
Treasurer Suite 300 Management, Inc.
Dallas, Texas 75234
</TABLE>
<PAGE> 22
SCHEDULE 4
EXECUTIVE OFFICERS AND DIRECTORS OF
SYNTEK ASSET MANAGEMENT, INC.
<TABLE>
<CAPTION>
NAME AND CAPACITY WITH PRESENT BUSINESS IN
SYNTEK ASSET WHICH EMPLOYMENT IS
MANAGEMENT, INC. BUSINESS ADDRESS CONDUCTED
<S> <C> <C>
Karl L. Blaha, President 1800 Valley View Lane President, Basic Capital
Suite 300 Management, Inc.
Dallas, Texas 75234
Mark W. Branigan, 1800 Valley View Lane Executive Vice
Executive Vice President Suite 300 President, Basic Capital
and Chief Financial Dallas, Texas 75234 Management, Inc.
Officer
Bruce A. Endendyk, 1800 Valley View Lane Executive Vice
Executive Vice President Suite 300 President, Basic Capital
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.
Kelly Stracener, 1800 Valley View Lane Treasurer, Basic Capital
Treasurer Suite 300 Management, Inc.
Dallas, Texas 75234
</TABLE>
<PAGE> 23
SCHEDULE 5
EXECUTIVE OFFICERS AND DIRECTORS OF
INCOME OPPORTUNITY REALTY INVESTORS, INC.
<TABLE>
<CAPTION>
NAME AND CAPACITY WITH
INCOME OPPORTUNITY REALTY PRESENT BUSINESS IN WHICH
INVESTORS, INC. BUSINESS ADDRESS EMPLOYMENT IS CONDUCTED
<S> <C> <C>
Ted P. Stokely, Chairman 1800 Valley View Lane General Manager, Minority
of the Board of Directors Suite 160 and Elderly Housing
Dallas, Texas 75234 Assistance Foundation,
Inc.
R. Douglas Leonhard, 13230 Hunters Lark Retired.
Director San Antonio, Texas 78230
Murray Shaw, Director 3713 Ebony Hollow Pass Chairman of the Board of
Austin, Texas 78745 Stephen F. Austin
University
Matin L. White, Director 8051 Coach Drive Chairman of the Board and
Oakland, California 94605 Chief Executive Officer of
Community Based
Developers, Inc.
Edward G. Zampa No. Fifty Osgood Place General Partner, Edward G.
Suite 110 Zampa & Company
San Francisco, California
94133
Karl L. Blaha, President 1800 Valley View Lane President, Basic Capital
Suite 300 Management, Inc.
Dallas, Texas 75234
Mark W. Branigan, 1800 Valley View Lane Executive Vice President,
Executive Vice President Suite 300 Basic Capital Management,
and Chief Financial Dallas, Texas 75234 Inc.
Officer
Bruce A. Endendyk, 1800 Valley View Lane Executive Vice President,
Executive Vice President Suite 300 Basic Capital Management,
Dallas, Texas 75234 Inc.
David W. Starowicz, 1800 Valley View Lane Executive Vice President,
Executive Vice President - Suite 300 Basic Capital Management,
Commercial Asset Dallas, Texas 75234 Inc.
Management
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.
Kelly Stracener, Treasurer 1800 Valley View Lane Treasurer, Basic Capital
Suite 300 Management, Inc.
Dallas, Texas 75234
</TABLE>
<PAGE> 24
SCHEDULE 6
EXECUTIVE OFFICERS AND DIRECTORS OF
AMERICAN REALTY INVESTORS, INC.
<TABLE>
<CAPTION>
NAME AND CAPACITY WITH
AMERICAN REALTY PRESENT BUSINESS IN WHICH
INVESTORS, INC. BUSINESS ADDRESS EMPLOYMENT IS CONDUCTED
<S> <C> <C>
Karl L. Blaha, Director and 1800 Valley View Lane President, Basic Capital
President Suite 300 Management, Inc.
Dallas, Texas 75234
Roy E. Bode, Director 2435 E. F.M. 879 Vice President for Public
Palmer, Texas 75152 Affairs, University of
Texas Southwestern
Medical Center at Dallas
Collene C. Currie, Director 6617 Ridgeview Circle Assistant Director,
Dallas, Texas 75240 Cambridge Technology
Partners (CATP:NASDAQ)
Cliff Harris, Director 2838 Woodside Street President, Energy
Dallas, Texas 75204 Transfer Group, L.L.C.
Joseph Mizrachi, Director 6971 North Federal Hwy. President, PAZ
Suite 203 Securities, Inc. and
Boca Raton, Florida 33487 Chairman of the Board,
Third Millennium
Properties, Inc.
Richard D. Morgan, Director 5910 North Central President, Tara Group,
Expressway Inc.
Dallas, Texas 75206
Mark W. Branigan, Director, 1800 Valley View Lane Executive Vice President,
Executive Vice President Suite 300 Basic Capital Management,
and Chief Financial Officer Dallas, Texas 75234 Inc.
Bruce A. Endendyk, 1800 Valley View Lane Executive Vice President,
Executive Vice President Suite 300 Basic Capital Management,
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.
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.
Kelly Stracener, Treasurer 1800 Valley View Lane Treasurer, Basic Capital
Suite 300 Management, Inc.
Dallas, Texas 75234
</TABLE>
<PAGE> 25
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
1 Stock Option Agreement dated October 3, 2000, between American
Realty Investors, Inc., Income Opportunity Investors, Inc., Gotham
Partners, LP, Gotham Partners III, LP and Gotham Partners
International, Ltd.
2 Revocable Proxy of Gotham Partners, LP covering 1,376,000 Shares
3 Revocable Proxy of Gotham Partners III, LP covering 35,860 Shares
4 Revocable Proxy of Gotham Partners International, Ltd. covering
447,040 Shares
</TABLE>
