SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
TRANSCONTINENTAL REALTY INVESTORS, INC. (Issuer)
(Name of Subject Company)
TRANSCONTINENTAL REALTY ACQUISITION CORPORATION (Offeror)
(Name of Filing Person)
AMERICAN REALTY INVESTORS, INC. (Other Person)
(Name of Filing Person)
BASIC CAPITAL MANAGEMENT, INC. (Other Person)
(Name of Filing Person)
GENE E. PHILLIPS (Other Person)
(Name of Filing Person)
INCOME OPPORTUNITY ACQUISITION CORPORATION (Other Person)
(Name of Filing Person)
INCOME OPPORTUNITY REALTY INVESTORS, INC. (Other Person)
(Name of Filing Person)
COMMON STOCK, PAR VALUE .01 PER SHARE
(Title of Class of Securities)
893617-20-9
(CUSIP Number of Class of Securities)
ROBERT A. WALDMAN
1800 VALLEY VIEW LANE, SUITE 300
DALLAS, TEXAS 75234
(469) 522-4200
(469) 522-4360 (FAX)
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With copies to:
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STEVEN C. METZGER, ESQ. JEFFREY M. SONE, ESQ.
PRAGER METZGER & KROEMER, PLLC JACKSON WALKER L.L.P.
2626 COLE AVENUE, SUITE 900 901 MAIN STREET, SUITE 6000
DALLAS, TEXAS 75204 DALLAS, TEXAS 75202
(214) 969-7600 (214) 953-6000
(214) 523-3838 (FAX) (214) 953-5822(FAX)
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
Calculation of Filing Fee
Transaction valuation* Amount of filing fee
---------------------- --------------------
$71,370,128 $6,567
*For purposes of calculating the fee only. This amount assumes the purchase
of 4,078,293 shares of Transcontinental Realty Investors, Inc. for $17.50 per
share. The amount of the filing fee, calculated in accordance with Rule 0-11.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: $ Filing Party:
--------------- ----------------------
Form or Registration No.: Date Filed:
--------------- ----------------------
[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to which the
statement relates
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the
results of the tender offer: [ ]
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RULE 14D-1 TENDER OFFER STATEMENT
Introduction
This Tender Offer Statement on Schedule TO (this "Tender Offer
Statement") is being filed by American Realty Investors, Inc. ("ARL"), Basic
Capital Management, Inc. ("BCM"), Mr. Gene E. Phillips ("Mr. Phillips"),
Transcontinental Realty Acquisition Corporation, a wholly-owned subsidiary of
ARL ("TCI Acquisition Sub"), Income Opportunity Acquisition Corporation ("IOT
Acquisition Sub") and Income Opportunity Realty Investors, Inc ("IOT"). This
Schedule TO includes the Schedule 13E-3 Transaction Statement of ARL, BCM, Mr.
Phillips, TCI Acquisition Sub, IOT Acquisition Sub, and IOT.
This Tender Offer Statement relates to the offer by TCI Acquisition Sub
to purchase any and all of the issued and outstanding shares of common stock of
Transcontinental Realty Investors, Inc. ("TCI") common stock for $17.50 net per
share in cash upon the terms and subject to the conditions set forth in the
Offer to Purchase dated November 15, 2002 (the "Offer"). The information set
forth in the Offer to Purchase and the Letter of Transmittal (both of which are
filed as exhibits to this Schedule TO), including all schedules, exhibits and
annexes thereto, is hereby expressly incorporated herein by reference in
response to all items of information required to be included in, or covered by,
this Tender Offer Statement on Schedule TO and all items of information required
to be included in, or covered by, the Schedule 13E-3 Transaction Statement. The
responses to each item in this Tender Offer Statement are qualified in their
entirety by the information contained in the Offer to Purchase and the exhibits
hereto.
ITEM 1. SUMMARY TERM SHEET.
The information is set forth in "Summary Term Sheet," in the Offer to
Purchase and is incorporated herein by reference.
ITEM 2. SUBJECT COMPANY INFORMATION.
TCI is the subject company. The information is set forth in "Special
Factors - The Parties", "Special Factors - Affiliated Status of the
Parties" and Section 5 "Information Related to TCI - Price Range of TCI
Common Stock and Dividends" in the Offer to Purchase and is
incorporated herein by reference.
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON.
The filing persons for this Tender Offer Statement are ARL, BCM, Mr.
Phillips, TCI Acquisition Sub, IOT Acquisition Sub and IOT. TCI
Acquisition Sub is the offeror. The subject class of equity securities
is the common stock, par value $.01 per share, of TCI. The information
is set forth in the "Summary Term Sheet" and Schedule I "Directors and
Executive Officers of BCM, ARL, TCI and IOT" in the Offer to Purchase
and is incorporated herein by reference.
Each of the individuals set forth below is a citizen of the United
States. Mr. Mizrachi is a citizen of the United States and Israel.
Except as set forth below, during the last five years, (i) neither ARL,
TCI Acquisition Sub, IOT Acquisition Sub, IOT, BCM, Mr. Phillips or any
of the reporting persons in this Schedule TO, nor their executive
officers or directors has been convicted in a criminal proceeding
(excluding traffic violations or similar
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misdemeanors) and (ii) neither ARL, TCI Acquisition Sub, IOT
Acquisition Sub, IOT, BCM, Mr. Phillips or any of the reporting persons
in this Schedule TO, nor any of their respective executive officers or
directors has been a party to any judicial or administrative proceeding
(except for matters that were dismissed without sanction or settlement)
that resulted in a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state
securities.
On September 24, 2002 the SEC filed a civil complaint, Civil Action No.
1:02CV01872 (D.D.C.), in a lawsuit styled Securities and Exchange
Commission v. Basic Capital Management, Inc. and Gene E. Phillips and
the SEC issued an Order Instituting Proceedings Pursuant to Section 21C
of the Securities Exchange Act of 1934, Making Findings and Imposing a
Cease-and-Desist Order In The Matter of Basic Capital Management, Inc.,
Nevada Sea Investments, Inc., International Health Products, Inc., One
Realco Corporation, TacCO Financial, Inc. and Gene E. Phillips
(Administrative Proceedings File No. 3-10898, Administrative Procedure
Release No. 46538). In anticipation of the Order, Mr. Phillips, BCM and
four corporations affiliated with Mr. Phillips or the trust for his
children that indirectly owns BCM (Nevada Sea Investments, Inc.,
International Health Products, Inc., One Realco Corporation and TacCO
Financial, Inc.) (together, the "Respondents") submitted an Offer of
Settlement and consented, without admitting or denying any of the
allegations, to the entry of a judgment ordering Mr. Phillips and BCM
to pay a civil penalty of $850,000. The Order finds, among other
things, that the Respondents violated Section 10(b) and 13(d) of the
Securities Exchange Act of 1934, as amended, and Rules 10b-5, 13d-1 and
13d-2 promulgated thereunder, by failing to timely file reports
required under Section 13(d) with respect to the securities of
Greenbriar Corporation. The Order requires the Respondents to cease and
desist from committing or causing any violation of Sections 10(b) and
13(d) of the Exchange Act and Rules 10b-5, 13d-1 and 13d-2 promulgated
thereunder.
The investigation that resulted in the Order arose from an
investigation by the SEC into the trading of the stock of Greenbriar
Corporation. Between May 1996 and June 1997, BCM, Nevada Sea,
International Health, One Realco and TacCO Financial, together with
American Realty Trust, Inc., a predecessor to, and current subsidiary
of, ARL ("ART"), collectively purchased over one million shares of
Greenbriar Corporation, a company listed on the American Stock
Exchange. Mr. Phillips had substantial contact with the management of
BCM and had significant influence on its advisory services and
investment decisions as well as the investment decisions of the other
Respondent entities and ART. Although none of the Respondents purchased
more than five percent of Greenbriar's outstanding shares, their
holdings together with the holdings of ART amounted to approximately
16.1% by June 1997. Between May 1996 and June 1997, the Respondents and
ART accounted for approximately 54% of the total trading volume in
Greenbriar stock. On particular days during the period, the Respondents
bought all the Greenbriar stock traded.
Throughout the period in question, the Respondent entities deposited
their Greenbriar shares in margin accounts and borrowed against those
margin accounts to fund additional stock purchases. International
Health, One RealCo and TacCO Financial also used funds drawn from lines
of credit with BCM to finance their Greenbriar stock purchases.
Greenbriar's stock prices rose until the second half of 1997, which
provided the Respondent entities with additional purchasing power. The
market price of the Greenbriar shares declined throughout the second
half of 1997 and throughout 1998 and 1999. As a result, the Respondent
entities were required to pay down their margin loans secured by the
Greenbriar stock. The
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Respondent entities repaid all of these loans in full without selling
any of the Greenbriar stock.
Because BCM and Mr. Phillips had the ability to influence investments
made by the other Respondents and ART, the Order finds the Respondents
collectively constituted a group for the purposes of Section 13(d) of
the Exchange Act. Accordingly, the Respondents should have filed a
Schedule 13D within ten days after they and ART collectively acquired
five percent of Greenbriar's outstanding shares in July 1996.
Additionally, the Order finds the Respondents should have made at least
ten amendments to the Schedule 13D between August 1996 and June 1997,
which represents one amendment per the collective acquisition of one
percent or more of Greenbriar's outstanding shares. The Respondents did
not file a Schedule 13D until April 9, 1998, which was after the SEC
staff's investigation had commenced. Accordingly, the Order finds that
Respondents violated Section 13(d) of the Exchange Act and Rules 13d-1
and 13d-2 promulgated thereunder.
The Order also finds that by their failure to comply with Section 13(d)
on a timely basis, the Respondents misled the broker-dealers who
extended them margin loans secured by Greenbriar stock. The
broker-dealers who extended such loans did so without knowing that the
Respondents controlled as much as 16.1% of Greenbriar's outstanding
shares. This created the impression that the market for Greenbriar
shares was deeper and more liquid than it was in fact. This information
was material because it would have affected the manner in which the
broker-dealers evaluated the market for Greenbriar shares and the
liquidity of the shares pledged as collateral for the margin loans.
Although the broker-dealers did not suffer any losses as a result of
the margin loans extended to the Respondents, the Order finds the
Respondents' failure to provide the broker-dealers with information
required by Section 13(d) constituted a violation of Section 10(b) of
the Exchange Act and Rule 10b-5 promulgated thereunder.
FILING PERSONS
1. ARL (FILING PERSON)
The information is set forth in "Special Factors - The Parties",
"Special Factors - Affiliated Status of the Parties" and in Schedule I
"Directors and Executive Officers of BCM, ARL, TCI and IOT" in the
Offer to Purchase and is incorporated herein by reference.
2. BCM (FILING PERSON)
The information is set forth in "Special Factors - The Parties",
"Special Factors - Affiliated Status of the Parties", Legal Proceedings
Involving BCM and Mr. Phillips and in Schedule I "Directors and
Executive Officers of BCM, ARL, TCI and IOT" in the Offer to Purchase
and is incorporated herein by reference.
3. GENE E. PHILLIPS (FILING PERSON)
The information is set forth in "Special Factors - The Parties",
"Special Factors - Affiliated Status of the Parties", Legal Proceedings
Involving BCM and Mr. Phillips and in Schedule I "Directors and
Executive Officers of BCM, ARL, TCI and IOT" in the Offer to Purchase
and is incorporated herein by reference.
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4. TCI ACQUISITION SUB (FILING PERSON AND OFFEROR)
The information is set forth in "Special Factors - The Parties",
"Special Factors - Affiliated Status of the Parties" and in Schedule I
"Directors and Executive Officers of BCM, ARL, TCI and IOT" in the
Offer to Purchase and is incorporated herein by reference. Ronald E.
Kimbrough is the President and Secretary of TCI Acquisition Sub and is
also the sole director of TCI Acquisition Sub. TCI Acquisition Sub is a
wholly-owned subsidiary of ARL.
5. IOT ACQUISITION SUB (FILING PERSON)
The information is set forth in Schedule I "Directors and Executive
Officers of BCM, ARL, TCI and IOT" in the Offer to Purchase and is
incorporated herein by reference. IOT Acquisition Sub is a Nevada
corporation formed as a wholly-owned subsidiary of ARL to make a tender
offer for the common stock of IOT. The principal operating office is
located at 1800 Valley View Land, Suite 300, Dallas Texas 75234. The
telephone number is 469-522-4200. Ronald E. Kimbrough is the President
and Secretary of IOT Acquisition Sub and is also the sole director of
IOT Acquisition Sub. ARL is the sole shareholder of IOT Acquisition
Sub.
6. IOT (FILING PERSON)
The information is set forth in "Special Factors - The Parties",
"Special Factors - Affiliated Status of the Parties" and in Schedule I
"Directors and Executive Officers of BCM, ARL, TCI and IOT" in the
Offer to Purchase and is incorporated herein by reference.
CONTROLLING PERSONS
1. BCM (CONTROLLING PERSON OF ARL AND TCI)
The information is set forth in "Special Factors - The Parties",
"Special Factors - Affiliated Status of the Parties" Legal Proceedings
Involving BCM and Mr. Phillips and Schedule I "Directors and Executive
Officers of BCM, ARL, TCI and IOT" in the Offer to Purchase and is
incorporated herein by reference.
2. ONE REALCO CORPORATION AND NEW STARR CORPORATION (CONTROLLING PERSON
OF ARL)
According to the Schedule 13D/A-2 filed by One Realco and New Starr
with the SEC on September 16, 2002, (i) One Realco has its principal
executive offices located at 555 Republic Drive, Suite 490, Plano,
Texas 75074, and New Starr has its principal executive offices located
at 1750 Valley View Lane, Suite 130, Farmers Branch, Texas 75234. One
Realco and New Starr are real estate investment trusts. One Realco and
New Starr are Nevada corporations. The name, business address, and
capacity of each of the executive officers and directors of One Realco
and New Starr are set forth below.
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NAME POSITION WITH REALCO BUSINESS ADDRESS
---- -------------------- ----------------
Ronald F. Akin Director and President 555 Republic Drive
Suite 490
Plano, Texas 75074
F. Terry Shumate Director, Vice President, 555 Republic Drive
Secretary and Treasurer Suite 490
Plano, Texas 75074
NAME POSITION WITH NEW STARR BUSINESS ADDRESS
---- ----------------------- ----------------
Ronald F. Akin Director, President and 1750 Valley View Lane
Treasurer Suite 130
Farmers Branch, Texas 75234
F. Terry Shumate Director and Vice President 1750 Valley View Lane
Suite 130
Farmers Branch, Texas 75234
Mary K. Willet Secretary 1750 Valley View Lane
Suite 130
Farmers Branch, Texas 75234
3. EQK (CONTROLLING PERSON OF TCI AND IOT)
EQK is a real estate investment company. EQK is a Nevada corporation.
The name and capacity of each of the executive officers and directors
of EQK is set forth below. See the disclosures set forth above under
the captions "ARL (Filing Person)" and "IOT (Filing Person)" with
respect to the executive officers and directors of EQK.
NAME POSITION BUSINESS ADDRESS
---- -------- ----------------
Ronald E. Kimbrough Director and Vice President 1800 Valley View Lane
Suite 300
Dallas, Texas 75234
Mark W. Branigan Vice President 1800 Valley View Lane
Suite 300
Dallas, Texas 75234
Louis J. Corna Vice President 1800 Valley View Lane
Suite 300
Dallas, Texas 75234
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Robert A. Waldman Director and Secretary 1800 Valley View Lane
Suite 300
Dallas, Texas 75234
John Cook Vice President 1800 Valley View Lane
Suite 300
Dallas, Texas 75234
Thomas Bell Vice President 1800 Valley View Lane
Suite 300
Dallas, Texas 75234
4. ART (CONTROLLING PERSON OF EQK)
EQK is a wholly-owned subsidiary of ART. ART is a wholly-owned
subsidiary of ARL. ART is a real estate investment company engaged in
the business of investing in and originating mortgage loans and
investing in real estate. ART is a Georgia corporation. The name and
capacity of each of the executive officers and directors of ART is set
forth below. See the disclosures set forth above under the captions
"ARL (Filing Person)" and "IOT (Filing Person)" with respect to the
executive officers and directors of ART.
NAME POSITION BUSINESS ADDRESS
---- -------- ----------------
Ronald E. Kimbrough Director, and Executive Vice 1800 Valley View Lane
President and Chief Financial Suite 300
Officer Dallas, Texas 75234
Mark W. Branigan Executive Vice President - 1800 Valley View Lane
Residential Suite 300
Dallas, Texas 75234
David W. Starowicz Executive Vice President - 1800 Valley View Lane
Commercial Asset Management Suite 300
Dallas, Texas 75234
Louis J. Corna Executive Vice President - Tax 1800 Valley View Lane
Suite 300
Dallas, Texas 75234
Robert A. Waldman Director, Senior Vice President, 1800 Valley View Lane
Secretary and General Counsel Suite 300
Dallas, Texas 75234
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5. THE MAY TRUST (CONTROLLING PERSON OF BCM)
BCM is wholly-owned by Realty Advisors, Inc. ("Realty Advisors").
Realty Advisors is wholly-owned by the May Trust. The May Trust is a
trust established for the benefit of the children of Gene Phillips that
does business in a variety of areas including real estate investment.
The trustees of the May Trust are Donald W. Phillips, brother of Mr.
Phillips, Mickey Ned Phillips, brother of Mr. Phillips, and Ryan
Phillips, son of Mr. Phillips. Mr. Donald W. Phillips' business address
is 1800 Valley View Lane, Suite 200, Dallas, Texas 75234. Mr. Donald W.
Phillips' present principal occupation is Vice President - Construction
of Regis Property Management, Inc. and has served in such capacity
since 1995. Mickey Ned Phillips and Ryan Phillips are also directors of
BCM. See the disclosures set forth above under the caption "BCM (Filing
Person)" with respect to information concerning Mickey Ned Phillips and
Ryan Phillips. Mr. Phillips is a representative of the May Trust. See
the disclosures set forth above under the caption "Gene E. Phillips
(Filing Person)".
6. TCI (CONTROLLING PERSON OF IOT)
The information is set forth in "Special Factors - The Parties",
"Special Factors - Affiliated Status of the Parties" and in Schedule I
"Directors and Executive Officers of BCM, ARL, TCI and IOT" in the
Offer to Purchase and is incorporated herein by reference.
ITEM 4. Terms of the Transaction.
The information is set forth in the "Summary Term Sheet", "Special
Factors", Section 1 "Terms of the Offer", Section 3 "Procedures for
Accepting the Offer and Tendering Shares", Section 4 "Withdrawal
Rights" and Section 9 "Certain Conditions of the Offer" in the Offer to
Purchase and incorporated herein by reference.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
The information is set forth in the "Summary Term Sheet", "Special
Factors", "The Advisor - BCM", Certain Relationships and Related
Transactions of BCM, ARL TCI and IOT and Section 5 "Information Related
to TCI", in the Offer to Purchase and is incorporated herein by
reference.
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.
The information is set forth in "Special Factors" in the Offer to
Purchase and is incorporated herein by reference.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information is set forth in Section 7 "Source and Amount of Funds"
in the Offer to Purchase and is incorporated herein by reference.
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ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY.
The information is set forth in Section 5 "Information Related to TCI"
and Section 6 "Interests in Securities of BCM, ARL, TCI and IOT" in the
Offer to Purchase and is incorporated herein by reference.
ITEM 9. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED.
The information is set forth in Section 12 "Fees and Expenses" in the
Offer to Purchase and is incorporated herein by reference.
ITEM 10. FINANCIAL STATEMENTS.
The information is set forth in Section 12 "Financial Information of
ARL", Schedule II and Schedule III in the Offer to Purchase, and is
incorporated herein by reference.
ITEM 11. ADDITIONAL INFORMATION
Reference is made to the Offer to Purchase which is incorporated herein
by reference.
ITEM 12. EXHIBITS
Exhibit Number Description
(a)(1) Offer to Purchase, dated November 15, 2002
(a)(2) Letter of Transmittal, dated November 15,
2002
(a)(3) Notice of Guaranteed Delivery
(a)(4) Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees,
dated November 15, 2002
(a)(5) Form of Letter to Clients for Use by
Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees
(a)(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9
(a)(7) Summary Advertisement, dated November
15,2002
(a)(8) Press Release issued by American Realty
Advisors on November 8, 2002*
(b) Not applicable
(c) Not Applicable
(d) Not Applicable
(f) Not Applicable
(g) Not Applicable
(h) Not Applicable
*Previously filed as an exhibit to the Schedule TO-C on November 8,
2002 by the filing persons named in this Schedule TO.
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ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
1. SUMMARY TERM SHEET
See Item 1 of this Tender Offer Statement.
2. SUBJECT COMPANY INFORMATION
See Item 2 of this Tender Offer Statement and Section 6 "Interests in
Securities of BCM, ARL, TCI and IOT" which is incorporated herein by
reference.
3. IDENTITY AND BACKGROUND OF FILING PERSON
See Item 3 of this Tender Offer Statement.
4. TERMS OF THE TRANSACTION
See Item 4 of this Tender Offer Statement and Section 10 "Rights of
Dissenting Stockholders" in the Offer to Purchase, which is
incorporated herein by reference.
5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
See Item 5 of this Tender Offer Statement and Section 6 "Interests in
Securities of BCM, ARL, TCI and IOT" in the Offer to Purchase, which is
incorporated herein by reference.
6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
See Item 6 of this Tender Offer Statement.
7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
See Item 6 of this Tender Offer Statement.
8. FAIRNESS OF THE TRANSACTION
The information is set forth in "Special Factors - Fairness
Determination of the ARL Board of Directors, BCM and Mr. Phillips" and
"Special Factors - Fairness Determination of the IOT Board of
Directors" in the Offer to Purchase and is incorporated herein by
reference.
9. REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS
Not applicable.
10. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
See Item 7 of this Tender Offer Statement.
11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
See Item 8 of this Tender Offer Statement.
11
12. THE SOLICITATION OR RECOMMENDATION
Reference is made to the Offer to Purchase, which is incorporated by
reference.
13. FINANCIAL STATEMENTS
See Section 5 "Information Related to TCI."
14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
See Item 10 of this Tender Offer Statement.
15. ADDITIONAL INFORMATION
Reference is made to the Offer to Purchase, which is incorporated by
reference.
16. EXHIBITS
See Item 12 of this Tender Offer Statement.
12
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information is set forth in this statement is true, complete and
correct.
AMERICAN REALTY INVESTORS, INC.
Date: November 15, 2002 By: /s/ Ronald E. Kimbrough
----------------- ---------------------------------------
Printed Name: Ronald E. Kimbrough
Title: Executive Vice President and Chief
Financial Officer
BASIC CAPITAL MANAGEMENT, INC.
Date: November 15, 2002 By: /s/ Ronald E. Kimbrough
----------------- ---------------------------------------
Printed Name: Ronald E. Kimbrough
Title: Executive Vice President and Chief
Financial Officer
Date: November 15, 2002 By: /s/ Gene E. Phillips
----------------- ---------------------------------------
Printed Name: Gene E. Phillips
TRANSCONTINENTAL REALTY ACQUISITION
CORPORATION
Date: November 15, 2002 By: /s/ Ronald E. Kimbrough
----------------- ---------------------------------------
Printed Name: Ronald E. Kimbrough
Title: Director and President
INCOME OPPORTUNITY ACQUISITION
CORPORATION
Date: November 15, 2002 By: /s/ Ronald E. Kimbrough
----------------- ---------------------------------------
Printed Name: Ronald E. Kimbrough
Title: Director and President
INCOME OPPORTUNITY REALTY INVESTORS, INC.
Date: November 15, 2002 By: /s/ Ronald E. Kimbrough
----------------- ---------------------------------------
Printed Name: Ronald E. Kimbrough
Title: Executive Vice President and Chief
Financial Officer
EXHIBIT INDEX
Exhibit Number Description
(a)(1) Offer to Purchase, dated November 15, 2002
(a)(2) Letter of Transmittal, dated November 15,
2002
(a)(3) Notice of Guaranteed Delivery
(a)(4) Letter to Brokers, Dealers, Commercial
Banks, Trust Companies and other Nominees,
dated November 15, 2002
(a)(5) Form of Letter to Clients for Use by
Brokers, Dealers, Commercial Banks, Trust
Companies and other Nominees
(a)(6) Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9
(a)(7) Summary Advertisement, dated November
15,2002
(a)(8) Press Release issued by American Realty
Advisors on November 8, 2002*
(b) Not applicable
(c) Not Applicable
(d) Not Applicable
(f) Not Applicable
(g) Not Applicable
(h) Not Applicable
* Previously filed as an exhibit to the Schedule TO-C on November 8, 2002 by the
filing persons named in this Schedule TO.