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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. . . . . .)*
AMERICAN REALTY INVESTORS, INC.
...............................................................................
(Name of Issuer)
Common Stock, par value $0.01 per share
...............................................................................
(Title of Class of Securities)
029174-10-9
...............................................................................
(CUSIP Number)
Steven C. Metzger
Prager, Metzger & Kroemer PLLC
2626 Cole Avenue, Suite 900
Dallas, Texas 75204-1083
(214) 969-7600
(214) 523-3838 (Facsimile)
...............................................................................
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 3, 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 Rules 13d-1(b)(3) or (4), 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 240.13d-7 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).
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CUSIP No. 029174-10-9
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
One Realco Corporation, FEI No. 75-2338496
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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
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4) Source of Funds (See Instructions) OO
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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
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Number of 7) Sole Voting Power 1,519,972
Shares Bene- -------------------------------------------------------------
ficially 8) Shared Voting Power -0-
Owned by -------------------------------------------------------------
Each Report-
ing Person 9) Sole Dispositive Power 1,519,972
With -------------------------------------------------------------
10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each 1,519,972
Reporting Person
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) [ ]
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13) Percent of Class Represented by Amount in Row (11) 12.78%
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14) Type of Reporting Person (See Instructions) CO
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ITEM 1. SECURITY AND ISSUER
This initial Statement on Schedule 13D (the "Statement") relates to
shares of Common Stock, par value $0.01 per share (the "Shares") of American
Realty Investors, Inc., a Nevada corporation (the "Issuer" or "ARL"), which has
its principal executive offices located 10670 N. Central Expressway, Suite 600,
Dallas, Texas 75231. The CUSIP number of the Shares is 029174-10-9.
The Issuer is a Nevada corporation formed pursuant to the terms of that
certain Agreement and Plan of Reorganization dated as of November 3, 1999, among
ARL, National Realty, L.P., a Delaware limited partnership ("NRLP") and American
Realty Trust, Inc., a Georgia corporation ("ART"). At Special Meetings of the
stockholders of ART and the Unitholders of NRLP, each held on March 21, 2000,
the security holders of each entity approved a proposal for a tax-free
reorganization and combination of the ownership of the two entities by
consolidation with and into ARL. The consolidation was effectuated by a closing
on August 3, 2000, of separate mergers of ART and NRLP with and into
wholly-owned subsidiaries of ARL with the result that ART and NRLP became
wholly-owned subsidiaries of ARL with the securities of ART and NRLP converted
into securities of ARL. At such closing, effective August 3, 2000, ART
stockholders received 0.91 shares of ARL Common Stock in exchange for each share
of ART Common Stock then held, and the NRLP Unitholders received one share of
ARL Common Stock for each Unit held. ART and NRLP each continue business
operations as wholly-owned subsidiaries of ARL with no change in management of
the combined entities or their properties. With the consummation of the
transaction, the "Reporting Person" (as defined in Item 2 below) became the
holder of the Shares specified in Item 5 below.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) and (f) This Statement is filed by One Realco Corporation, a
Nevada corporation which presently has its principal executive offices located
1600 Red Bud Boulevard, Suite 402, McKinney, Texas 75609. The name, business
address and capacity with One Realco Corporation of each of the executive
officers or directors of One Realco Corporation 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. One Realco Corporation is sometimes referred to
herein as the "Reporting Person."
(d) During the last five years, none of One Realco Corporation nor any
of its 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 One Realco Corporation nor any
of its executive officers or directors has been
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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
No funds were required of the Reporting Person to acquire the Shares on
a 0.91-for-1 exchange basis pursuant to the consolidation transaction described
in Item 1 above.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Person acquired the Shares described in Item 5 below in
connection with the consolidation transaction described in Item 1 above. The
Reporting Person has no present plans or proposals which would result in the
Reporting Person seeking to acquire the entire equity interest in the Issuer.
Except as set forth in this Statement, the Reporting Person has no present plans
or proposals which relate to or would result in:
(a) the acquisition by any person of any additional securities
of the Issuer or the disposition of securities of the Issuer except
that the Reporting Person may, if the appropriate opportunity exists,
acquire additional securities of the Issuer or dispose of any portion
or all of the securities of the Issuer presently owned; or
(b) an extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries;
(c) a sale or transfer of a materially amount of assets of the
Issuer or any of its subsidiaries; or
(d) a change in the present Board of Directors or management
of the Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the Board; or
(e) any materially change in the present capitalization or
dividend policy of the Issuer; or
(f) any other material change in the Issuer's business or
corporate structure; or
(g) changes in the Issuer's Charter, Bylaws or instruments
corresponding thereto, or other actions which may impede the
acquisition of control of the Issuer by any person; or
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(h) causing a class of securities of the Issuer to be
de-listed from any national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association; or
(i) a class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section 12(g)(4)
of the Securities Exchange Act of 1934; or
(j) any actions similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of August 18, 2000, after giving effect to the transaction
described in (c) below and Item 1 above, the Reporting Person owns and holds
1,519,972 Shares which constitutes an aggregate of approximately 12.78% of the
total number of 11,890,125 Shares believed to be issued and outstanding as of
such date.
(b) One Realco Corporation has the sole power to vote 1,519,972 Shares
of ARL Common Stock and subject to compliance with applicable securities laws,
One Realco Corporation has the sole power to dispose of all of such 1,519,972
Shares of ARL Common Stock.
(c) During the sixty calendar days ended August 18, 2000, except for
the receipt of 1,519,972 Shares of ARL Common Stock in conversion of the
1,670,299 shares of ART Common Stock held by One Realco Corporation prior to the
consummation of the transaction described in Item 1 above, neither One Realco
Corporation nor its executive officers or directors have engaged in any
transaction in the Shares during the past sixty days immediately prior to the
date of this Statement. See also Item 6 below.
(d) No person other than the Reporting Person is known to have the
right to receive or the power to direct receipt of dividends from, or proceeds
of sale of, the 1,519,972 Shares of ARL Common Stock held by One Realty
Corporation.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
All of the Shares of ARL Common Stock received by One Realco
Corporation may be deemed to be "collateral" for borrowings pursuant to margin
or other account arrangements with fifteen brokerage firms relating to accounts
originally in the name of Nanook Partners, L.P. (dissolved 1998), which were
assumed by One Realco Corporation. Such arrangements with brokerage firms are
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standard arrangements involving margin securities of up to a specified
percentage of the market value of the securities held in such account (including
ARL Common Stock and other securities), bear interest at varying rates and
contain only standard default and similar provisions, the operation of which
should not give any other person immediate voting or investment power over such
securities.
Except as set forth in the preceding paragraph, the Reporting Person
does 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, finders' fees, joint ventures, loan or option arrangements, puts or
calls, guaranties of profits, divisions of profits, divisions of profits or
loss, or the giving or withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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SIGNATURES
After reasonable inquiry and to the best of their respective knowledge
and belief, the undersigned certify that the information set forth in this
Statement on Schedule 13D is true, complete and correct.
Dated: August 18, 2000
ONE REALCO CORPORATION
(formerly Davister Corp.)
By: /s/ Ronald E. Kimbrough
--------------------------
Ronald E. Kimbrough, Vice
President, Secretary and
Treasurer
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SCHEDULE 1
EXECUTIVE OFFERS AND DIRECTORS OF
ONE REALCO CORPORATION
<TABLE>
<CAPTION>
PRESENT BUSINESS IN
NAME AND CAPACITY WITH WHICH EMPLOYMENT IS
ONE REALCO CORPORATION BUSINESS ADDRESS CONDUCTED
<S> <C> <C>
Ronald F. Akin, Director 1600 Red Bud Blvd. President, Sunridge
and President Suite 402 Management Group, Inc.
McKinney, TX 75609
Ronald F. Bruce, Director 1600 Red Bud Blvd. President, Grapat Group
Suite 402 Incorporated
McKinney, TX 75609
Ronald E. Kimbrough, Vice 1600 Red Bud Blvd. Vice President,
President, Secretary and Suite 402 Secretary and
Treasurer McKinney, TX 75609 Treasurer, One Realco
Corporation
</TABLE>
