<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 20)
INCOME OPPORTUNITY REALTY INVESTORS, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)
452926-10-8
--------------------------------------------------------------------------------
(CUSIP Number)
Robert A. Waldman
10670 N. Central Expressway, Suite 600
Dallas, Texas 75231
(214) 692-4758
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 16, 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. 452926-10-8
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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
--------------------------------------------------------------------------------
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
7) Sole Voting Power 409,935
Number of --------------------------------------------------------------
Shares Bene-
ficially 8) Shared Voting Power -0-
Owned by --------------------------------------------------------------
Each Report-
ing Person 9) Sole Dispositive Power 409,935
With --------------------------------------------------------------
10) Shared Dispositive Power -0-
--------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 409,935
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 26.26%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) CO
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<PAGE> 3
CUSIP No. 452926-10-8
--------------------------------------------------------------------------------
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
--------------------------------------------------------------------------------
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
7) Sole Voting Power 106,802
Number of --------------------------------------------------------------
Shares Bene-
ficially 8) Shared Voting Power -0-
Owned by --------------------------------------------------------------
Each Report-
ing Person 9) Sole Dispositive Power 106,802
With --------------------------------------------------------------
10) Shared Dispositive Power -0-
--------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 106,802
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 6.97%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
<PAGE> 4
CUSIP No. 452926-10-8
--------------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Transcontinental Realty Investors, Inc., FEI No. 94-6565852
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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
--------------------------------------------------------------------------------
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
7) Sole Voting Power 345,728
Number of --------------------------------------------------------------
Shares Bene-
ficially 8) Shared Voting Power -0-
Owned by --------------------------------------------------------------
Each Report-
ing Person 9) Sole Dispositive Power 345,728
With --------------------------------------------------------------
10) Shared Dispositive Power -0-
--------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person 345,728
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11) 22.57%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) CO
--------------------------------------------------------------------------------
<PAGE> 5
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 INCOME OPPORTUNITY
REALTY INVESTORS, INC., a Nevada corporation (the "Company" or the "Issuer") and
further amends the original Statement on Schedule 13D as amended by Amendment
Nos. 1 through 19 thereof (the "Amended Statement") filed by and on behalf of
the "Reporting Persons" described below. The principal executive offices of the
Company are located at 10670 N. Central Expressway, Suite 600, Dallas, Texas
75231. The CUSIP number of the Shares is 452926-10-8.
This Amendment No. 20 to Schedule 13D is being filed due to a
significant decrease in the total percentage of outstanding Shares owned by the
Reporting Persons through June 30, 2000, most of which occurred on June 16,
2000. During the period ended June 30, 2000, the collective beneficial ownership
of the Reporting Persons decreased approximately 4.6%. The decrease was due to
margin sales by brokers of Shares pledged in margin accounts by ART and BCM.
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") and Transcontinental Realty Investors, Inc., a Nevada
corporation ("TCI"), each of which have their principal executive offices
located at 10670 N. Central Expressway, Suite 600, Dallas, Texas 75231. All of
ART, BCM and TCI 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 BCM
owns approximately 57% of the outstanding securities of ART, and BCM serves as
the Advisor to ART and TCI.
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. 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. 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
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<PAGE> 6
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 2 attached hereto. Each of the individuals listed on Schedule 2 is a
citizen of the United States of America.
III. TCI is a real estate investment company organized and existing
under the laws of the State of Nevada. TCI's principal business activity is
investment in real estate. The name, business address and capacity with TCI of
each of the executive officers or directors of TCI 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.
Individuals whose names are not listed on Schedules 1, 2 or 3 who may
have previously been referred to as executive officers or directors of ART, BCM
or TCI, respectively in Amendment No. 19 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, TCI, nor any of their
respective executive officers or directors has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) During the last five years, none of ART, BCM, TCI, nor any of their
respective executive officers or directors 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 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. See also Item 6 below for a description of a
loan by TCI to each of ART and BCM.
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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 April 28, 2000, the total number of issued and outstanding Shares was
1,531,674 Shares. As of June 30, 2000, the following Shares were owned directly
and beneficially by the Reporting Persons set forth below:
<TABLE>
<CAPTION>
Name No. of Shares Owned Approximate % Class
------ ------------------- -------------------
<S> <C> <C>
ART 409,935 26.76%
BCM 106,802 6.97%
TCI 345,728 22.57%
------- -----
Totals: 862,465 56.31%
======= =====
</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; and each of
the directors of TCI may be deemed to beneficially own the Shares held directly
by TCI. 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:
<TABLE>
<CAPTION>
No. of Shares % of
Name of Director Entity Beneficially Owned Class
---------------- ------ ------------------ -----
<S> <C> <C> <C>
Karl L. Blaha ART 409,935 26.76%
Roy E. Bode ART 409,935 26.76%
Collene C. Currie ART 409,935 26.76%
Cliff Harris ART 409,935 26.76%
Joseph Mizrachi ART 409,935 26.76%
Ryan T. Phillips BCM 106,802 6.97%
Mickey Ned Phillips BCM 106,802 6.97%
Ted P. Stokely TCI 345,728 22.57%
R. Douglas Leonhard TCI 345,728 22.57%
Murray Shaw TCI 345,728 22.57%
Martin L. White TCI 345,728 22.57%
Edward G. Zampa TCI 345,728 22.57%
------- ------
Total Shares beneficially 862,465 56.31%
owned by Reporting Persons ======= ======
and individuals listed
above:
</TABLE>
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<PAGE> 8
(b) Each of the directors of ART share voting and dispositive power
over the 409,935 Shares held by ART. The directors of BCM have shared voting and
dispositive power over the 106,802 Shares held by BCM. Each of the directors of
TCI share voting and dispositive power over the 345,728 Shares held by TCI.
(c) During the 60 calendar days ended June 30, 2000, except for the
transactions that are described below, the Reporting Persons and their
respective executive officers and directors 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 60 days ended June 30, 2000:
<TABLE>
<CAPTION>
No. of
Shares
Reporting Acquired Price per Type of
Person Date (Disposed) Share Transaction
------ ---- ---------- --------- -----------
<S> <C> <C> <C> <C>
ART 06/01/00 100 $7.13 Open Market Purchase
ART 06/13/00 300 $6.75 Open Market Purchase
ART 06/15/00 (400) $6.50 *
ART 06/16/00 (200) $3.06 *
ART 06/16/00 (1,520) $3.13 *
ART 06/16/00 (7,500) $3.00 *
ART 06/16/00 (17,280) $2.83 *
ART 06/16/00 (4,050) $3.12 *
ART 06/16/00 (8,829) $3.10 *
ART 06/16/00 (12,000) $3.10 *
ART 06/16/00 (200) $3.06 *
ART 06/19/00 (9,344) $4.03 *
ART 06/19/00 (1,800) $3.63 *
BCM 05/16/00 4,500 $6.625 Open Market Purchase
BCM 05/26/00 2,200 $6.50 Open Market Purchase
BCM 06/15/00 (5,000) $4.60 *
BCM 06/16/00 (1,000) $3.25 *
BCM 06/16/00 (400) $4.13 *
BCM 06/16/00 (200) $4.00 *
BCM 06/16/00 (3,400) $3.50 *
BCM 06/16/00 (10,720) $2.83 *
BCM 06/16/00 (55) $3.25 *
BCM 06/16/00 (2,700) $3.10 *
BCM 06/16/00 (400) $3.10 *
BCM 06/19/00 (500) $4.38 *
BCM 06/19/00 (500) $4.25 *
BCM 06/19/00 (1,356) $4.03 *
</TABLE>
----------
* Under varying circumstances during the period from June 15, 2000, through
June 19, 2000, various brokerage firms where Shares were pledged by ART and BCM
allegedly foreclosed upon such arrangements and sold for the account of ART or
BCM as applicable, certain Shares pledged as indicated by the dispositions set
forth above.
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<PAGE> 9
(d) No person other than the Reporting Person or its respective Board
of Directors 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 ART, BCM and TCI, 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:
All 409,935 Shares held by ART and all 106,802 Shares held by BCM at
June 30, 2000, have been pledged to TCI to secure separate loans from TCI to ART
and BCM pursuant to loan agreements which mature October 20, 2000. Each loan
from TCI to ART and BCM bears interest at an annual rate of 15% per annum and is
secured by a pledge of all Shares owned by the respective borrower but free and
clear of any other claims or encumbrances. The loan documents provide TCI with
"springing" proxies covering the Shares, effective only after default to vote
the pledged Shares.
All 345,728 Shares owned by TCI may be deemed to be "collateral" for
any borrowings pursuant to a margin account arrangement with Morgan Stanley Dean
Witter relating to a brokerage account of TCI. Such arrangement is a standard
arrangement involving margin securities of up to a specified percentage of the
market value of the Shares, as well as other securities in such account, bears
interest at varying rates and contains 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.
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, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guaranties of profits, division of profits or losses, or the giving or
withholding of proxies.
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<PAGE> 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. 20 to Statement on Schedule 13D is true, complete and correct.
Dated: July 18, 2000
AMERICAN REALTY TRUST, INC.
By: /s/ Karl L. Blaha
-------------------------
Karl L. Blaha, President
BASIC CAPITAL MANAGEMENT, INC.
By: /s/ Karl L. Blaha
-------------------------
Karl L. Blaha, President
TRANSCONTINENTAL REALTY INVESTORS,
INC.
By: /s/ Karl L. Blaha
-------------------------
Karl L. Blaha, President
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<PAGE> 11
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, Chairman of 10670 N. Central Expressway President, Basic
the Board of Directors, Suite 300 Capital Management,
Chief Executive Officer and Dallas, Texas 75231 Inc.
President
Roy E. Bode, Director 2435 E. F.M. 879 Vice President for
Palmer, Texas 75152 Public 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 Securities,
Suite 203 Inc. and chairman of the board,
Boca Raton, Florida 33487 third Millenium Properties, Inc.
Thomas A. Holland, 10670 N. Central Expwy. Executive Vice
Executive Vice President Suite 600 President, Basic
and Chief Financial Officer Dallas, Texas 75231 Capital Management,
Inc.
Bruce A. Endendyk, 10670 N. Central Expwy. Executive Vice
Executive Vice President Suite 600 President, Basic
Dallas, Texas 75231 Capital Management,
Inc.
David W. Starowicz, 10670 N. Central Expwy. Executive Vice
Executive Vice President - Suite 600 President, Basic
Commercial Asset Management Dallas, Texas 75231 Capital Management,
Inc.
Steven K. Johnson, 10670 N. Central Expwy. Executive Vice
Executive Vice President - Suite 600 President, Basic
Residential Asset Dallas, Texas 75231 Capital Management,
Management Inc.
Robert A. Waldman, Senior 10670 N. Central Expwy. Senior Vice President,
Vice President, Secretary Suite 600 General Counsel and
and General Counsel Dallas, Texas 75231 Secretary, Basic
Capital Management,
Inc.
</TABLE>
<PAGE> 12
SCHEDULE 2
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, 10670 N. Central Expwy. President, Signature
Director Sixth Floor Asset Management, Inc.
Dallas, Texas 75231
Mickey Ned Phillips, 264 Rolling Hills Circle President, Ned Phillips
Director Gaffney, SC 29340 Construction Company
Karl L. Blaha, President 10670 N. Central Expwy. President, Basic Capital
Suite 300 Management, Inc.
Dallas, Texas 75231
Thomas A. Holland, 10670 N. Central Expwy. Executive Vice
Executive Vice President Suite 600 President, Basic Capital
and Chief Financial Dallas, Texas 75231 Management, Inc.
Officer
Clifford C. Towns, Jr., 10670 N. Central Expwy. Executive Vice
Executive Vice President Suite 600 President, Basic Capital
- Finance Dallas, Texas 75231 Management, Inc.
Bruce A. Endendyk, 10670 N. Central Expwy. Executive Vice
Executive Vice President Suite 600 President, Basic Capital
Dallas, Texas 75231 Management, Inc.
David W. Starowicz, 10670 N. Central Expwy. Executive Vice
Executive Vice President Suite 600 President, Basic Capital
- Commercial Asset Dallas, Texas 75231 Management, Inc.
Management
Steven K. Johnson, 10670 N. Central Expwy. Executive Vice
Executive Vice President Suite 600 President, Basic Capital
- Residential Asset Dallas, Texas 75231 Management, Inc.
Management
Cooper B. Stuart, 10670 N. Central Expwy. Executive Vice
Executive Vice President Suite 600 President, Basic Capital
Dallas, Texas 75231 Management, Inc.
Robert A. Waldman, 10670 N. Central Expwy. Senior Vice President,
Senior Vice President, Suite 600 General Counsel and
Secretary and General Dallas, Texas 75231 Secretary, Basic Capital
Counsel Management, Inc.
</TABLE>
<PAGE> 13
SCHEDULE 3
EXECUTIVE OFFICERS AND DIRECTORS OF
TRANSCONTINENTAL REALTY INVESTORS, INC.
<TABLE>
<CAPTION>
NAME AND CAPACITY WITH
TRANSCONTINENTAL REALTY PRESENT BUSINESS IN WHICH
INVESTORS, INC. BUSINESS ADDRESS EMPLOYMENT IS CONDUCTED
<S> <C> <C>
Ted P. Stokely, Chairman 10670 N. Central General Manager, Minority
of the Board of Directors Expressway and Elderly Housing
Suite 515 Assistance Foundation,
Dallas, Texas 75231 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 10670 N. Central President, Basic Capital
Expressway Management, Inc.
Suite 600
Dallas, Texas 75231
Thomas A. Holland, 10670 N. Central Executive Vice President,
Executive Vice President Expressway Basic Capital Management,
and Chief Financial Suite 600 Inc.
Officer Dallas, Texas 75231
Bruce A. Endendyk, 10670 N. Central Executive Vice President,
Executive Vice President Expressway Basic Capital Management,
Suite 600 Inc.
Dallas, Texas 75231
David W. Starowicz, 10670 N. Central Executive Vice President,
Executive Vice President - Expressway Basic Capital Management,
Commercial Asset Suite 600 Inc.
Management Dallas, Texas 75231
Steven K. Johnson, 10670 N. Central Executive Vice President,
Executive Vice President - Expressway Basic Capital Management,
Residential Asset Suite 600 Inc.
Management Dallas, Texas 75231
Robert A. Waldman, Senior 10670 N. Central Senior Vice President,
Vice President, Secretary Expressway General Counsel and
and General Counsel Suite 600 Secretary, Basic Capital
Dallas, Texas 75231 Management, Inc.
</TABLE>
