SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. _________)
UNITED INVESTORS REALTY TRUST
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(Name of Issuer)
COMMON STOCK
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(Title of Class of Securities)
910741107
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(CUSIP Number)
David Glatstein, President & Chief Executive Officer
c/o Southwest Securities, Inc.
Renaissance Tower
1201 Elm, Suite 3500
Dallas, TX 75270-2180
(214) 658-1055
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 8, 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(e), 13d-1(f) or 13d-1(g), check the
following box |_|
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 13 Pages)
<PAGE>
CUSIP No. 910741107 13D Page 2 of 13 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Southwest Securities, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |X|
(B) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
OO
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5. CHECK BOX 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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NUMBER OF 7. SOLE VOTING POWER 338,500
------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
----------------------------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 338,500
-------------------------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
-----------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
338,500
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.8%
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14. TYPE OF REPORTING PERSON*
BD
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 910741107 13D Page 3 of 13 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David Glatstein
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |X|
(B) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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5. CHECK BOX 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
United States Citizen
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NUMBER OF 7. SOLE VOTING POWER 4,000
------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
----------------------------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 4,000
-------------------------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
-----------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,000
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
**
-----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
IN
-----------------------------------------------------------------------
** less than 1%
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 910741107 13D Page 4 of 13 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jerome N. Glatstein Trust
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |X|
(B) |_|
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
-----------------------------------------------------------------------
5. CHECK BOX 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
United States Citizen
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NUMBER OF 7. SOLE VOTING POWER 1,500
------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
----------------------------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 1,500
-------------------------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER
-----------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,500
-----------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |_|
-----------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
**
-----------------------------------------------------------------------
14. TYPE OF REPORTING PERSON*
OO
-----------------------------------------------------------------------
** less than 1%
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 910741107 13D Page 5 of 13 Pages
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Fiduciary Financial Services of the Southwest, Inc.
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (A) |X|
(B) |_|
3. SEC USE ONLY
-----------------------------------------------------------------------
4. SOURCE OF FUNDS*
OO
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5. CHECK BOX 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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NUMBER OF 7. SOLE VOTING POWER 183,954
------------------------------------
SHARES
BENEFICIALLY 8. SHARED VOTING POWER - 0 -
----------------------------------
OWNED BY
EACH 9. SOLE DISPOSITIVE POWER 183,954
-------------------------------
REPORTING
PERSON WITH 10. SHARED DISPOSITIVE POWER - 0 -
-----------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
183,954
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES* |_|
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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14. TYPE OF REPORTING PERSON*
IA
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 910741107 13D Page 6 of 13 Pages
The Common Shares (as defined in Item 1 below) of United Investors Realty
Trust, a Real Estate Investment Trust formed under the laws of Texas (the
"Issuer") were registered under Section 12 of the Securities Act of 1933, as
amended, on March 6, 1998. On August 8, 2000, a group consisting of Southwest
Securities, Inc., a Delaware corporation ("Southwest"), David Glatstein ("Mr.
Glatstein"), Jerome N. Glatstein Trust (the "Trust") and Fiduciary Financial
Services of the Southwest, Inc., a Texas corporation ("FFSS")(the "Group") was
formed for the purposes set forth in this Schedule 13D. Upon the formation, the
Group and each member of the Group could be considered to be the beneficial
owner of more than five percent of the Common Shares of the Issuer (as more
fully described herein). In connection with the formation of the Group, this
report on Schedule 13D is being filed.
Item 1. Security and Issuer.
This statement relates to the common shares, no par value per share of the
Issuer (the "Common Shares"). The Declaration of Trust of the Issuer authorizes
the issuance of 500,000,000 Common Shares. The beneficial ownership of the Group
in this Schedule 13D is based upon 8,979,392 Common Shares being issued and
outstanding on May 11, 2000 as reported in the Issuer's quarterly report filed
on May 12, 2000 with the Securities and Exchange Commission on Form 10-Q for the
quarter ended March 31, 2000. The principal executive offices of the Issuer are
located at 5847 San Felipe, Suite 850, Houston, Texas 77057.
Item 2. Identity and Background.
This Statement is being filed by the Group, Southwest, Mr. Glatstein, the
Trust and FFSS.
The Group consists of Southwest, Mr. Glatstein, the Trust and FFSS. The
Group was formed on August 8, 2000.
Southwest is a Delaware corporation. Its principal business is that of a
Securities Broker Dealer. The address of its principal business and its
principal office is Southwest Securities, Inc., Renaissance Tower, 1201 Elm,
Suite 3500, Dallas, TX 75270-2180.
Mr. Glatstein, a United States citizen, has his business address at
Southwest Securities, Inc., Renaissance Tower, 1201 Elm, Suite 3500, Dallas,
Texas 75270. His present principal occupation is President and Chief Executive
Officer of Southwest.
The Trust, a family trust, was organized under the laws of the state of
Texas. Mr. Glatstein is the sole trustee of the Trust.
FFSS is a Texas corporation. Its principal business is being an SEC
registered Investment Adviser. The address of its principal business and its
principal office is 12222 Merit Drive, Suite 920, Dallas, Texas 75251. As a
registered investment adviser with full written discretionary investment power
to buy or sell any Common Shares for its clients without prior approval, FFSS
qualifies as a beneficial owner of such Common Shares.
<PAGE>
CUSIP No. 910741107 13D Page 7 of 13 Pages
The directors and executive officers of Southwest and FFSS are set forth
on Schedules I and II, respectively attached hereto. Schedules I and II set
forth the following information with respect to each such person.
(i) name;
(ii) business address (or residence address where indicated);
(iii) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which such
employment is conducted; and
(iv) citizenship.
During the last five years, neither Southwest, Mr. Glatstein, the Trust,
FFSS, nor those individuals set forth on Schedules I or II attached hereto have
been (i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors); or (ii) 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.
Not material as to the Group or any member or members thereof.
Item 4. Purpose of Transaction.
The Group has been formed in order to consider pursuing various
alternative courses of action with respect to the management and operations of
the Issuer with a view toward increasing shareholder values. The various actions
which the Group is currently considering include calling for a special meeting
of shareholders of the Issuer to consider the removal of all the existing Trust
Managers of the Issuer and the election of a replacement Board of Trust
Managers. The Group is also considering calling for a special meeting of
shareholders of the Issuer to vote upon one or more amendments to the Bylaws of
the Issuer which would require, among other things, that the Advisor of the
Issuer be unaffiliated with the Issuer, and that the Advisor's compensation be
tied to the earnings of the Issuer. In addition, Southwest is filing an action
in Texas which, among other things, seeks to enjoin a proposed transaction
concerning the sale of certain assets by the Issuer. The Group and its
individual members may engage in any or all of the activities noted above, or
none of the above.
Item 5. Interest in Securities of the Issuer.
(a) The Group. The Group is the beneficial owner of 527,954 Common Shares
which constitutes approximately 5.9% of the number of issued and outstanding
Common Shares. The Group has the sole power to vote and sole power to dispose of
these Common Shares.
(b) Southwest. (i) Southwest is the beneficial owner of 338,500 Common
Shares, which constitutes approximately 3.8% of the number of issued and
outstanding Common Shares.
<PAGE>
CUSIP No. 910741107 13D Page 8 of 13 Pages
Southwest has the sole power to vote and sole power to dispose of these Common
Shares. By virtue of Southwest's membership in the Group, Southwest may be
deemed to be the beneficial owner of an additional 189,454 Common Shares.
Southwest disclaims beneficial ownership of these additional Common Shares.
(ii) during the last 60 days Southwest has engaged in the following open
market transactions:
Transaction Quantity Trade Date Settlement Date Price
Purchase 5,000 7/6/00 7/11/00 $5.75
Purchase 1,000 7/7/00 7/12/00 $5.72
Purchase 15,000 7/11/00 7/14/00 $5.70
Purchase 3,800 7/12/00 7/17/00 $5.70
Purchase 13,000 7/13/00 7/18/00 $5.70
Purchase 32,500 7/14/00 7/19/00 $5.6875
(c) Mr. Glatstein. (i) Mr. Glatstein is the beneficial owner of 4,000
Common Shares, which constitutes less than 1% of the number of issued and
outstanding Common Shares. He has the sole power to vote and sole power to
dispose of these Common Shares. By virtue of Mr. Glatstein's membership in the
Group, Mr. Glatstein may be deemed to be the beneficial owner of an additional
523,954 Common Shares. Mr. Glatstein disclaims beneficial ownership of these
additional Common Shares.
(ii) during the last 60 days Mr. Glatstein, through his profit sharing
account, has engaged in the following open market transactions:
Transaction Quantity Trade Date Settlement Date Price
Purchase 1,000 7/17/00 7/22/00 $5.65495
(d) Jerome N. Glatstein Trust. Jerome N. Glatstein Trust is the beneficial
owner of 1,500 Common Shares, which constitute less than 1% of the number of
issued and outstanding Common Shares. By virtue of the Trust's membership in the
Group, the Trust may be deemed to be the beneficial owner of an additional
526,454 Common Shares. The Trust disclaims beneficial ownership of these
additional Common Shares.
(e) FFSS. FFSS is a registered investment adviser with full written
discretionary power to buy or sell any Common Shares owned by its clients
without their approval or subsequent ratification, and as such qualifies as the
beneficial owner of 183,954 Common Shares, which is approximately 2.0% of the
number of issued and outstanding Common Shares. FFSS has the sole power to vote
and sole power to dispose of such Common Shares. By virtue of FFSS's membership
in the Group, FFSS may be deemed to be the beneficial owner of an additional
344,000 Common Shares. FFSS disclaims beneficial ownership of these additional
Common Shares.
Item 6. Contracts, Arrangements, Understanding or Relationships with Respect to
Securities of the Issuer.
Not applicable as to the Group or any member or members thereof.
Item 7. Material to be filed as Exhibits.
Exhibit 1: Joint Filing Agreement
<PAGE>
CUSIP No. 910741107 13D Page 9 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
August 14, 2000
Southwest Securities, Inc.
By: /s/ David Glatstein
-------------------------------------
David Glatstein, President and CEO
/s/ David Glatstein
----------------------------------------
David Glatstein, Individually
Jerome N. Glatstein Trust
By: /s/ David Glatstein
-------------------------------------
David Glatstein, Trustee
Fiduciary Financial Services
of the Southwest, Inc.
By: /s/ Paul H. Welch
-------------------------------------
Paul H. Welch, President
<PAGE>
CUSIP No. 910741107 13D Page 10 of 13 Pages
Exhibit Index
Exhibit No. Description
1 Joint Filing Agreement
<PAGE>
CUSIP No. 910741107 13D Page 11 of 13 Pages
Schedule I
The name and present principal occupation of each of the executive
officers and directors of Southwest are set forth below. Each person identified
below is a United States citizen, and their principal business address is
Southwest Securities, Inc., 1201 Elm Street, Suite 3500, Dallas, Texas
75270-2180. Southwest is a registered Broker-Dealer.
Name Present Principal Occupation or Employment
---- ------------------------------------------
David Glatstein President, C.E.O.
and Chairman of the
Board of Directors
William D. Felder Executive Vice President and
Director
Kenneth R. Hanks Executive Vice President and
Director
Stacy Hodges Chief Financial Officer and
Director
Daniel Leland Executive Vice President
Richard H. Litton Executive Vice President
W. Norman Thompson Executive Vice President
Paul D. Vinton Executive Vice President
Larrie Weil Executive Vice President
<PAGE>
CUSIP No. 910741107 13D Page 12 of 13 Pages
Schedule II
The name and present principal occupation of each of the executive
officers and directors of FFSS are set forth below. Each person identified below
is a United States citizen, and their principal business address is Fiduciary
Financial Services of the Southwest, Inc., 12222 Merit Drive, Suite 920, Dallas,
Texas 75251. FFSS is a registered Investment Adviser.
Name Present Principal Occupation or Employment
---- ------------------------------------------
Paul H. Welch President, C.E.O.
and Chairman of the
Board of Directors
Donald W. McCoy Vice President and
Director
Sondra J. Wilson Senior Vice President,
C.O.O. and Director
Kathy S. Boobar Vice President and
Director
<PAGE>
CUSIP No. 910741107 13D Page 13 of 13 Pages
Exhibit 1
Joint Filing Agreement
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the persons named below agree to the joint filing on behalf of each
of them of the Schedule 13D (and further amendment filed by them) with respect
to the Common Shares (as defined in the Schedule 13D).
Southwest Securities, Inc.
By: /s/ David Glatstein
-------------------------------------
David Glatstein, President and CEO
/s/ David Glatstein
----------------------------------------
David Glatstein, Individually
Jerome N. Glatstein Trust
By: /s/ David Glatstein
-------------------------------------
David Glatstein, Trustee
Fiduciary Financial Services
of the Southwest, Inc.
By: /s/ Paul H. Welch
-------------------------------------
Paul H. Welch, President
Dated: August 14, 2000
