SCHEDULE 13D
Under the Securities Exchange Act of 1934
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)
June 19, 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. 72424N-10-5 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. 72424N-10-5 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 34,260
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 34,260
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
34,260
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. 72424N-10-5 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 424,640
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
9 SOLE DISPOSITIVE POWER
REPORTING 424,640
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
424,640
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
4.92%
14 TYPE OF REPORTING PERSON*
OO; IA
<PAGE>
Page 5 of 9 Pages
Item 1. Security and Issuer
This statement on Schedule 13D (the "Statement") relates to 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 2. Identity and Background
This Statement is being filed by Gotham Partners, L.P., a New York
limited partnership ("Gotham"), with respect to shares of Common Stock owned
by it, Gotham Partners III, L.P., a New York limited partnership
("Gotham III"), with respect to shares of Common Stock owned by it, and
Gotham International Advisors, L.L.C., a Delaware limited liability company
("Gotham Advisors"), with respect to shares of Common Stock owned by
Gotham Partners International, Ltd. ("Gotham International"), a Cayman
exempted company. Gotham, Gotham III and Gotham Advisors are together
the "Reporting Persons".
Each of Gotham and Gotham III was formed to engage in the buying
and selling of securities for investment for its own account. Gotham Advisors
was formed for the purpose of providing a full range of investment advisory
services, including acting as the investment manager of one or more investment
funds or other similar entities, including Gotham International.
Section H Partners, L.P., a New York limited partnership ("Section H"),
is the sole general partner of Gotham and Gotham III. Karenina Corp., a New
York corporation ("Karenina"), and DPB Corp., a New York corporation ("DPB"),
are the sole general partners of Section H. Karenina is wholly owned by Mr.
William A. Ackman. DPB is wholly owned by Mr. David P. Berkowitz. Pursuant
to an investment management agreement (the "Investment Management Agreement"),
Gotham Advisors has the power to vote and dispose of the shares of Common
Stock held for the account of Gotham International and, accordingly, may be
deemed the "beneficial owner" of such shares. Messrs. Ackman and Berkowitz
are the Senior Managing Members of Gotham Advisors.
Messrs. Ackman and Berkowitz are citizens of the United States of
America, and the principal occupation of each of them is managing the affairs
of (i) Karenina and DPB, respectively, and through such entities the affairs
of Section H, Gotham and Gotham III and (ii) Gotham Advisors, and through such
entity the affairs of Gotham International. The business address of each of
Gotham, Gotham III, Gotham Advisors, Section H, Karenina, DPB and Messrs.
Ackman and Berkowitz is 110 East 42nd Street, 18th Floor, New York, New York
10017. The business address of Gotham International is c/o Goldman Sachs
(Cayman) Trust, Limited, Harbour Centre, 2nd Floor, P.O. Box 896, George Town,
Grand Cayman, Cayman Islands, British West Indies.
During the last five years, none of Gotham, Gotham III, Gotham Advisors,
Gotham International, Section H, Karenina, DPB, Mr. Ackman or Mr. Berkowitz
(i) has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) has been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to 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 aggregate purchase price of the Common Stock purchased by Gotham
was $7,865,349, the aggregate purchase price of the Common Stock purchased
by Gotham III was $195,838 and the aggregate purchase price of the Common Stock
purchased by Gotham International was $2,427,277. All of the funds required
for these purchases were obtained from the general funds of Gotham, Gotham
III and Gotham International, respectively.
<PAGE>
Page 6 of 9 Pages
Item 4. Purpose of the Transaction
The Reporting Persons acquired the Common Stock for investment
purposes, and the Reporting Persons intend to continue to evaluate the
performance of such Common Stock as an investment in the ordinary course of
their business. The Reporting Persons pursue an investment objective that
seeks capital appreciation. In pursuing this investment objective, the
Reporting Persons analyze the operations, capital structure and markets of
companies in which they invest, including the Company, on a continuous basis
through analysis of documentation and discussions with knowledgeable industry
and market observers and with representatives of such companies (often at the
invitation of management). As a result of these activities, one or more of
the Reporting Persons may participate in interviews or hold discussions with
third parties or with management in which the Reporting Person may suggest or
take a position with respect to potential changes in the operations,
management or capital structure of such companies as a means of enhancing
shareholder value. Such suggestions or positions may relate to one or more
of the transactions specified in clauses (a) through (j) of Item 4 of the
Schedule 13D form, including, without limitation, such matters as disposing of
one or more businesses, selling the Company or acquiring another company or
business, changing operating or marketing strategies, adopting, not adopting,
modifying or eliminating certain types of anti-takeover measures,
restructuring the Company's capitalization, and reviewing dividend and
compensation policies.
Each of the Reporting Persons intends to adhere to the foregoing
investment philosophy with respect to the Company.
Each Reporting Person will continuously assess the Company's business,
financial condition, results of operations and prospects, general economic,
financial and industry conditions, the securities markets and future trading
prices in general and those for the Company's securities in particular, other
developments and other investment opportunities. Depending on such
assessments, one or more of the Reporting Persons may acquire additional
Common Stock or may determine to sell or otherwise dispose of all or some of
its holdings of Common Stock.
Except as set forth above, none of the Reporting Persons has any plans or
proposals which would relate to or result in any of the matters set forth in
items (a) through (j) of Item 4 of Schedule 13D.
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 34,260 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
424,640 shares of Common Stock as of the date of this Statement, representing
an aggregate of approximately 4.92% of the outstanding Common Stock of the
Company. The percentages in this paragraph are calculated based upon
8,630,538 shares of Common Stock issued and outstanding as of April 28, 2000 as
reflected in the Company's form 10-Q for the period ending March 31, 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, Gotham III and Gotham International. In
each case, the transactions took place on the New York Stock Exchange.
Gotham
Shares of Common Stock
Date Purchased/(Sold) Price per Share
6/19/00 393,700 4.4548
6/27/00 42,500 6.1468
6/27/00 939,800 6.2250
Gotham III
6/19/00 9,800 4.4548
6/27/00 1,060 6.1468
6/27/00 23,400 6.2250
Gotham International
6/19/00 121,500 4.4548
6/27/00 13,140 6.1468
6/27/00 290,000 6.2250
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 1 A written agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) promulgated under the Securities
Exchange Act of 1934, as amended.
<PAGE>
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.
June 29, 2000
GOTHAM PARTNERS, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM PARTNERS III, L.P.
By: Section H Partners, L.P.
its general partner
By: DPB Corporation,
a general partner of Section H Partners, L.P.
By: /s/ David P. Berkowitz
David P. Berkowitz
President
GOTHAM INTERNATIONAL ADVISORS, L.L.C.
By: /s/ David P. Berkowitz
David P. Berkowitz
Senior Managing Member
