SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMREIT, INC.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
023895-10-5
(CUSIP Number)
H. Kerr Taylor
Eight Greenway Plaza, Suite 824
Houston, Texas 77046
(713) 850-1400
Bruce J. Rushall, Esq.
2111 Palomar Airport Road, Suite 200
Carlsbad, California 92009
(760) 438-6855
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 1, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box. [ ]
CUSIP No. 023895-10-5
................................................................................
1) Names of Reporting Persons I.R.S. Identification Nos. of Above
Persons (entities only) H. Kerr Taylor
................................................................................
2) Check the Appropriate Box if a Member of a Group ( See
Instructions):
(a) [ ]
(b) [ ]
................................................................................
3) SEC Use Only
................................................................................
4) Source of Funds (See Instructions): Assets and money owed. See
Item 3.
................................................................................
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e): [ ]
................................................................................
6) Citizenship or Place of Origination: United States
................................................................................
1
<PAGE>
Number of (7) Sole Voting Power: 262,061
Shares ..........................................................
Beneficially (8) Shared Voting Power: 0
Owned by ..........................................................
Each Reporting (9) Sole Dispositive Power: 262,061
Person With ..........................................................
(10) Shared Dispositive Power: 0
..........................................................
11) Aggregate Amount Beneficially Owned by Each Reporting Person:
262,061
................................................................................
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions): [ ]
................................................................................
13) Percent of Class Represented by Amount in Row (11): 10.99%
................................................................................
14) Type of Reporting Person (See Instructions): IN
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D ("Statement") relates to the common stock,
par value $.01 per share (the "Common Stock"), of AmREIT, Inc., a Maryland
corporation (the "Issuer"). The address of the principal executive office of the
Issuer is Eight Greenway Plaza, Suite 824, Houston, Texas 77046.
The information set forth in this Schedule 13D, as required by Section
13(d)(1) of the Securities and Exchange Act of 1934 (the "1934 Act"), and Reg.
240.13d-1(a) thereunder, was previously filed with the Commission on June 5,1998
by the Issuer pursuant to its definitive Proxy material filed under Section 14A
of the 1934 Act on such date (DEF 14A, SEC File No. 000-28378, Accession
No. 00009139 57-98-000019) and the Revised Preliminary Proxy Material filed by
the Issuer on November 16, 1998, (PRER14A, SEC file No. 000-28378, Accession
No. 0000913957-98-000041).
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by H. Kerr Taylor (the "Reporting Person"). The
Reporting Person is the Chairman, Chief Executive Officer and President of the
Issuer. The principal office address and principal business address of the
Reporting Person is Eight Greenway Plaza, Suite 824, Houston, Texas 77046. The
Reporting Person has not been convicted in a criminal proceeding during the last
five (5) years. The Reporting Person has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction that 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
of any violation with respect to such laws during the last five (5) years.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Effective as of June 5, 1998, the Issuer succeeded to the operations of
American Asset Advisers Realty Inc., a Texas corporation ("AAARC"), through the
merger (the "Merger") of AAARC with the Issuer's wholly owned subsidiary
corporation pursuant to the Agreement and Plan of Merger between the Issuer and
AAARC dated as of June 5, 1998 (the "Merger Agreement"). Pursuant to the Merger,
AAARC became the Issuer's wholly owned subsidiary. The Merger was consummated
to effect the conversion of the Issuer into a self-administered and self-managed
real estate investment trust.
2
<PAGE>
The Reporting Person was the sole shareholder of AAARC. In connection
with the Merger, on August 1, 1998 the Reporting Person received 213,260 shares
of the Issuer's Common Stock and has the right to receive up to an additional
686,740 shares issuable subject to certain conditions, over the 24 consecutive
calendar quarters commencing July 1, 1998 (the "Share Balance"). None of the
Share Balance has been issued as of the date hereof.
In addition, the Reporting Person holds 48,801 Shares. Of these Shares
(a) 20,201 Shares were purchased for cash by AAARC upon the organization of the
Issuer in August 1993 and distributed to the Reporting Person by AAARC prior to
the Merger; (b) 18,789 Shares were issued by the Issuer to the Reporting Person
on May 10, 1998 in payment of a note obligation it owed to the Reporting Person
in the amount of $171,500; and (c) 9,811 Shares were issued by the Issuer to the
Reporting Person on August 31, 1998 in payment of a promissory note obligation
it owed to the Reporting Person in the amount of $100,563.
ITEM 4. PURPOSE OF TRANSACTION
See Item 3.
Except as set forth herein, the Reporting Person has no plans or
proposals that relate to or that would result in any of the actions specified in
clauses (a) through (j) of Item 4 of Schedule 13D of the Act.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
At September 30, 1998, the Issuer had 2,384,117 shares of Common Stock
outstanding.
(a) Pursuant to Rule 13d-3, the Reporting Person owns beneficially
262,061 shares of Common Stock, which constitutes approximately 10.99% of the
2,384,117 shares of Common Stock outstanding as of September 30, 1998.
(b) The Reporting Person has the sole power to vote or to direct
the vote and to dispose or direct the disposition of 262,061 shares of Common
Stock.
(c) Other than the transactions described in this Statement, the
Reporting Person has not effected any transactions in the Common Stock in the
past 60 days.
(d) No person other than the Reporting Person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock owned by the Reporting Person.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Except for the Merger Agreement, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 or between such persons and any person with respect to any securities of
the Issuer.
3
<PAGE>
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
SIGNATURES
After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certifies that the information set forth in
this statement is true, complete and correct.
AMREIT, INC.
a Maryland corporation
/s/ H. Kerr Taylor
H. Kerr Taylor
4
<PAGE>
