UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
Transcontinental Realty Investors, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
893617209
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(CUSIP Number)
Stephen Fraidin, P.C.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
(212) 859-8000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 15, 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 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 7 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 GROUP* (a) [X]
(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
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 1,376,000
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
*SEE INSTRUCTIONS
<PAGE>
SCHEDULE 13D
CUSIP No. 893617209 Page 3 of 7 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 GROUP* (a) [X]
(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 447,040
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 447,040
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
447,040
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.18%
14 TYPE OF REPORTING PERSON*
OO;IA
*SEE INSTRUCTIONS
<PAGE>
SCHEDULE 13D
CUSIP No. 893617209 Page 4 of 7 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 GROUP* (a) [X]
(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 35,860
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 35,860
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
35,860
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.42%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS
<PAGE>
ITEM 1. SECURITY AND ISSUER
Item 1 is hereby amended to add the following:
This Amendment Number 3 amends and supplements the statement on
Schedule 13D, as amended pursuant to Amendment Number 1 and Amendment
Number 2 (the "Statement") as it relates to the Common Stock, $.01 par
value ("Common Stock"), of Transcontinental Realty Investors, Inc., a
Nevada corporation (the "Company").
All defined terms not otherwise defined in this Amendment Number 3
have the meanings ascribed in the Statement.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is hereby amended to add the following:
Pursuant to the Stock Option Agreement, Purchaser was to pay to Seller
on or before December 15, 2000 an additional $2,788,350 (the "December 15
Payment"), or $1.50 per share of Common Stock owned by Seller. The December
15 payment was not made on or before December 15, 2000. Accordingly,
pursuant to Section 1.02 (ii) of the Stock Option Agreement, interest is
now accruing on the December 15 Payment at a rate of fifteen percent (15%)
per annum from December 16, 2000 until the date of payment and the Option
may not be exercised by Purchaser until the December 15 Payment with all
accrued interest thereon is made. The Option remains outstanding, but may
not be exercised by Purchaser until the later of the date the December 15
Payment with all accrued interest thereon is made and January 1, 2001.
The Stock Option Agreement further provided that through October 3,
2002, Seller agreed not to purchase, directly or indirectly, through their
owners, officers, directors, shareholders, and general partners, employees,
agents and representatives, any security issued by ARL, the Company or IOT;
provided, however, that this restriction was to terminate before October 3,
2002 if, among other things, Purchaser did not deliver to Seller the
December 15 Payment on or before December 15, 2000. Because the December 15
Payment was not delivered on or before December 15, 2000, the standstill
restriction described in the preceding sentence has now terminated.
The above description of the Stock Option Agreement and the effects
pursuant to the Stock Option Agreement of Purchaser's failure to deliver
the December 15 Payment on or before December 15, 2000 does not purport to
be complete and is subject to, and qualified in its entirety by reference
to, the text of the Stock Option Agreement, which is filed as Exhibit 3 to
Amendment Number 2, which is incorporated herein by this reference.
<PAGE>
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.
December 28, 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
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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
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William A. Ackman
President
GOTHAM INTERNATIONAL
ADVISORS, L.L.C.
By: /s/ William A. Ackman
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William A. Ackman
Senior Managing Member
