-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LD2UkYIytWUIhZ69teUVOxuYhuYHTr74s3/SL1YSk/Hcp19/aOnKKHXN8sOpaOgp 2GN1Rv9yTDdgZjuZ8kzTKg== 0000950134-00-003033.txt : 20000406 0000950134-00-003033.hdr.sgml : 20000406 ACCESSION NUMBER: 0000950134-00-003033 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000405 GROUP MEMBERS: AMERICAN REALTY TRUST INC GROUP MEMBERS: BASIC CAPITAL MANAGEMENT INC GROUP MEMBERS: SYNTEK ASSET MANAGEMENT LP GROUP MEMBERS: THE GENE E PHILLIPS CHILDRENS TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TRANSCONTINENTAL REALTY INVESTORS INC CENTRAL INDEX KEY: 0000733590 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 946565852 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40410 FILM NUMBER: 593787 BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRWY STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 MAIL ADDRESS: STREET 1: 10670 N CENTRAL EXPRWY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 FORMER COMPANY: FORMER CONFORMED NAME: JOHNSTOWN CONSOLIDATED REALTY TRUST /CA/ DATE OF NAME CHANGE: 19890815 FORMER COMPANY: FORMER CONFORMED NAME: JOHNSTOWN CONSOLIDATED REALTY TRUST DATE OF NAME CHANGE: 19861005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REALTY TRUST INC CENTRAL INDEX KEY: 0000827165 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 540697989 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRESSWAY STREET 2: STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 MAIL ADDRESS: STREET 1: 10670 N CENTRAL EXPRESSWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75231 SC 13D/A 1 AMENDMENT NO. 31 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 31) TRANSCONTINENTAL REALTY INVESTORS, INC. (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE (Title of Class of Securities) 893-617-209 (CUSIP Number) ROBERT A. WALDMAN, 10670 N. CENTRAL EXPRESSWAY, SUITE 600, DALLAS, TEXAS 75231 (214) 692-4758 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) NOVEMBER 30, 1999 (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 [ ]. 2 CUSIP NO. 893-617-209 PAGE 2 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons AMERICAN REALTY TRUST, INC. 54-0697989 - -------------------------------------------------------------------------------- 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) 00 - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization GEORGIA - -------------------------------------------------------------------------------- 7) Sole Voting Power 3,268,178 Number of Shares ------------------------------------------------------------------- Beneficially 8) Shared Voting Power -0- Owned by Each ------------------------------------------------------------------- Reporting 9) Sole Dispositive Power 3,268,178 Person With ------------------------------------------------------------------- 10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,268,178 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 38.0% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO 3 CUSIP NO. 893-617-209 PAGE 3 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons BASIC CAPITAL MANAGEMENT, INC. 75-2261065 - -------------------------------------------------------------------------------- 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) - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization NEVADA - -------------------------------------------------------------------------------- 7) Sole Voting Power 1,580,884 Number of Shares ------------------------------------------------------------------- Beneficially 8) Shared Voting Power -0- Owned by Each ------------------------------------------------------------------- Reporting 9) Sole Dispositive Power 1,580,884 Person With ------------------------------------------------------------------- 10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 1,580,884 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 18.5% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO 4 CUSIP NO. 893-617-209 PAGE 4 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons SYNTEK ASSET MANAGEMENT, L.P. 75-2311348 - -------------------------------------------------------------------------------- 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) INAPPLICABLE - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization DELAWARE - -------------------------------------------------------------------------------- 7) Sole Voting Power 26,475 Number of Shares ------------------------------------------------------------------- Beneficially 8) Shared Voting Power -0- Owned by Each ------------------------------------------------------------------- Reporting 9) Sole Dispositive Power 26,475 Person With ------------------------------------------------------------------- 10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 26,475 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 0.3% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) PN 5 CUSIP NO. 893-617-209 PAGE 5 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons THE GENE E. PHILLIPS CHILDREN'S TRUST 13-6599759 - -------------------------------------------------------------------------------- 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) INAPPLICABLE - -------------------------------------------------------------------------------- 5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - -------------------------------------------------------------------------------- 6) Citizenship or Place of Organization TEXAS - -------------------------------------------------------------------------------- 7) Sole Voting Power 46,500 Number of Shares ------------------------------------------------------------------- Beneficially 8) Shared Voting Power -0- Owned by Each ------------------------------------------------------------------- Reporting 9) Sole Dispositive Power 46,500 Person With ------------------------------------------------------------------- 10) Shared Dispositive Power -0- - -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 46,500 - -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 0.5% - -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) OO 6 TRANSCONTINENTAL REALTY INVESTORS, INC. CUSIP NO. 893 617 209 ITEM 1. SECURITY AND ISSUER Item 1 is hereby amended to read as follows: This statement relates to the Common Shares, $.01 par value (the "Shares"), of Transcontinental Realty Investors, Inc. ("TCI"), a Nevada corporation (the "Corporation"), and amends the amended statement on Schedule 13D filed on August 5, 1999. The principal executive offices of TCI are located at 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. ITEM 2. IDENTITY AND BACKGROUND Item 2 is hereby amended to read as follows: This statement is being filed on behalf of American Realty Trust, Inc. ("ART"), Basic Capital Management, Inc. ("BCM"), Syntek Asset Management, L.P. ("SAMLP") and The Gene E. Phillips Children's Trust (the "GEP Trust") (collectively the "Reporting Persons"). ART, BCM, SAMLP, and the GEP Trust may be deemed to constitute a "person" within the meaning of Section 13 (d) of the Securities Exchange Act of 1934, as amended, because Gene E. Phillips is a general partner of Syntek Asset Management, L.P., BCM is beneficially owned by a trust established for the benefit of Mr. Phillips' children, BCM serves as advisor to ART, and Mr. Phillips' son, Ryan T. Phillips, serves as a director of BCM and is a beneficiary of the GEP Trust. On November 30, 1999, TCI acquired Continental Mortgage and Equity Trust ("CMET") through a merger pursuant to which TCI acquired all of the outstanding CMET shares of beneficial interest in a tax-free exchange of shares, issuing 1.181 shares of TCI common stock for each outstanding CMET share. The resulting increase in TCI's outstanding shares caused the percentage of ownership of the Reporting Persons to change. In addition, to the extent any Reporting Person owned CMET shares, they received additional TCI shares as a result of the merger transaction. (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 principal place of business and principal office of ART is located at 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. The following is a list of each executive officer and director of ART:
Name Position(s) with ART - ---- -------------------- Al Gonzalez Director Roy E. Bode Director
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Name Position(s) with ART - ---- -------------------- Collene C. Currie Director Cliff Harris Director Carey M. Portman Director and Vice President Karl L. Blaha Director and President Thomas A. Holland Executive Vice President and Chief Financial Officer Bruce A. Endendyk Executive Vice President Steven K. Johnson Executive Vice President - Residential Asset Management David W. Starowicz Executive Vice President - Commercial Asset Management Robert A. Waldman Senior Vice President, Secretary and General Counsel
Mr. Gonzalez' business address is 4455 Alpha Road, Building 2, Dallas, Texas 75244. Mr. Gonzalez' present principal occupation is President of Age Refining, Inc. Mr. Gonzalez is a citizen of the United States of America. Mr. Bode's business address is 2435 E. FM 879, Palmer, Texas 75152. Mr. Bode's present principal occupation is Vice President for Public Affairs at University of Texas Southwestern Medical Center at Dallas. Mr. Bode is a citizen of the United States of America. Ms. Currie's business address is 6617 Ridgeview Circle, Dallas, TX 75240. Ms. Currie's present principal occupation is Business Consultant. Ms. Currie is a citizen of the United States of America. Mr. Harris' business address is 2838 Woodside Street, Dallas, Texas 75204. Mr. Harris' present principal occupation is President of Energy Transfer Group, L.L.C. Mr. Harris is a citizen of the United States of America. Mr. Blaha's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Blaha's present principal occupation is President of BCM. Mr. Blaha is a citizen of the United States of America. Mr. Holland's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Holland's present principal occupation is Executive Vice President and Chief Financial Officer of BCM. Mr. Holland is a citizen of the United States of America. Mr. Endendyk's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Endendyk's present principal occupation is Executive Vice President of BCM. Mr. Endendyk is a citizen of the United States of America. 7 8 Mr. Johnson's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Johnson's present principal occupation is Executive Vice President-Residential Asset Management of BCM. Mr. Johnson is a citizen of the United States of America. Mr. Portman's business address is c/o Commerce International, Inc., 399 Central Avenue, 2nd Floor, Highland Park, Illinois 60035. Mr. Portman's present principal occupation is Chairman of Commerce International, Inc. Mr. Portman is a citizen of the United States of America. Mr. Starowicz's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Starowicz's present principal occupation is Executive Vice President - Commercial Asset Management of BCM. Mr. Starowicz is a citizen of the United States of America. Mr. Waldman's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Waldman's present principal occupation is Senior Vice President, Secretary and General Counsel of BCM. Mr. Waldman 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 investment trusts. Its principal place of business and principal office is located at 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. BCM is owned by Realty Advisors, Inc., a Nevada corporation. Realty Advisors, Inc. is owned by a trust established for the benefit of the children of Gene E. Phillips. The directors and executive officers of BCM are as follows:
Name Position(s) with BCM - ---- -------------------- Ryan T. Phillips Director Mickey Ned Phillips Director Carey M. Portman Director and Vice President Karl L. Blaha President Thomas A. Holland Executive Vice President and Chief Financial Officer Clifford C. Towns, Jr. Executive Vice President - Finance Steven K. Johnson Executive Vice President - Residential Asset Management Bruce A. Endendyk Executive Vice President A. Cal Rossi, Jr. Executive Vice President Cooper B. Stuart Executive Vice President
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Name Position(s) with BCM - ---- -------------------- David W. Starowicz Executive Vice President - Commercial Asset Management Robert A. Waldman Senior Vice President, General Counsel and Secretary
Information with respect to Messrs. Holland, Blaha, Johnson, Endendyk, Waldman and Starowicz is disclosed in (I) above. Mr. R. Phillips' business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Phillips' present principal occupation is an independent real estate investor. Mr. Phillips is a citizen of the United States of America. Mr. M. Phillips' business address is 264 Rolling Hills Circle, Gaffney, South Carolina 29340. Mr. Phillips' present principal occupation is owner of Phillips Remodeling Co. Mr. Phillips is a citizen of the United States of America. Mr. Towns' business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Towns' present principal occupation is Executive Vice President of BCM. Mr. Towns is a citizen of the United States of America. Mr. Rossi's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Rossi's present principal occupation is Executive Vice President of BCM. Mr. Rossi is a citizen of the United States of America. Mr. Stuart's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Stuart's present principal occupation is Executive Vice President of BCM. Mr. Stuart is a citizen of the United States of America. (III) SAMLP is a Delaware limited partnership engaged in the business of investing in real estate and real estate related assets. The principal place of business and principal office of SAMLP is located at 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. SAMLP has no officers or directors. The general partners of SAMLP are Gene E. Phillips and Syntek Asset Management, Inc. ("SAMI"). SAMI is a corporation organized and existing under the laws of the State of Texas. SAMI is a wholly-owned subsidiary of BCM. SAMI's principal business activities include investment in real estate and in other business ventures. Its principal place of business and principal office is located 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. G. Phillips' business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. G. Phillips' present principal occupation is Chief Executive Officer and President of Syntek West, Inc. Mr. G. Phillips is a citizen of the United States of America. 9 10 (IV) The GEP Trust is a trust formed under the laws of Texas for the benefit of the children of Mr. Gene E. Phillips. The trustee of GEP Trust is Mr. Gene E. Phillips' brother, Donald W. Phillips. Information with respect to Mr. Gene E. Phillips is disclosed in (III) above. Donald W. Phillips' business address is 10670 North Central Expressway, Suite 515, Dallas, Texas 75231. Mr. D. Phillips' present principal occupation is President and owner of Big D Oil Field Equipment Sales. Mr. D. Phillips is a citizen of the United States of America. During the last five (5) years, (i) none of the persons enumerated in (I) through (IV) above has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) and (ii) none of such persons was 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. SOURCES AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Effective November 30, 1999, CMET merged into TCI, with TCI being the surviving entity. Pursuant to the Plan of Merger, TCI issued 1.181 shares of TCI common stock in exchange for each share of beneficial interest of CMET ("the Exchange"). Due to the receipt of TCI shares in exchange for CMET shares, holdings of TCI shares increased for any Reporting Person that held CMET shares prior to the merger. Additionally, during the preceding sixty days, each of ART and BCM acquired shares on the open market as disclosed in Item 5. The source of funds for these purchases were from the working capital of the respective corporation. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Item 5 is hereby amended to read as follows: (a) Share Ownership The following tables show the Shares owned directly and beneficially by the Reporting Persons on the date of this statement:
Shares owned Directly --------------------- Number of Percent of Name Shares Class (1) - ---- ---------- ---------- ART 3,268,178 38.0% BCM 1,580,884 18.5% SAMLP 26,475 0.3% GEP TRUST 46,500 0.5% TOTAL 4,922,037 57.5%
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Shares owned Beneficially ---------------------- Number of Percent of Name Shares Class (1) - ---- --------- ---------- ART 3,268,178 38.0% BCM 1,580,884 18.5% SAMLP 26,475 0.3% GEP Trust 46,500 0.5% Gene E. Phillips (4) 26,475 0.3% Ryan T. Phillips (3) (5) 1,627,384 19.0% Al Gonzalez (2) 3,268,178 38.0% Roy E. Bode (2) 3,268,178 38.0% Collene C. Currie (2) 3,268,178 38.0% Cliff Harris (2) 3,268,178 38.0% Carey M. Portman (2) 3,268,178 38.0% Karl L. Blaha (2)(3) 4,849,062 56.7% Mickey Ned Phillips (3) 3,268,178 38.0% --------- ---- Total Shares beneficially owned by Reporting Persons 4,922,037 57.5%
(1) Percentage calculations are based upon 8,551,460 Shares outstanding at November 30, 1999. Total and addends may not match due to rounding. (2) May be deemed to be a beneficial owner of the Shares held directly by ART by virtue of the relationship to ART described in Item 2. (3) May be deemed to be a beneficial owner of the Shares held directly by BCM by virtue of the relationship to BCM described in Item 2. (4) May be deemed to be a beneficial owner of the Shares held directly by SAMLP by virtue of the relationship to SAMLP as described in Item 2. (5) May be deemed to be a beneficial owner of the Shares held directly by GEP Trust by virtue of the relationship to GEP Trust as described in Item 2. CMET ceased to be the beneficial owner of TCI shares on 11/30/99. (b) Voting and Dispositive Power Each of the directors of ART share voting and dispositive power over the 3,268,178 Shares held by ART. The directors of BCM have voting and dispositive power over the 1,580,884 Shares held by BCM. The General Partner of SAMLP has complete voting and dispositive 11 12 power over the 26,475 Shares held by SAMLP. The Trustee of GEP Trust has complete voting and dispositive power over all of the Shares owned by the GEP Trust. (c) Transactions in Securities The following table lists the transactions in the Shares that were effected by the Reporting Persons during the past 60 days.
Reporting Number Price Type of Person Date of Shares Per Share Transaction - --------- ---- --------- --------- ----------- ART 10/01/99 8,000 $ 12.19 Open Market ART 10/18/99 15,400 $ 12.56 Open Market BCM 11/10/99 15,700 $ 12.50 Open Market BCM 11/11/99 13,700 $ 12.87 Open Market BCM 11/17/99 5,400 $ 13.00 Open Market BCM 11/17/99 10,000 $ 13.00 Open Market ART 11/17/99 12,400 $ 13.00 Open Market BCM 11/24/99 4,500 $ 12.94 Open Market ART 11/30/99 2,013,806 $ 12.81 the Exchange BCM 11/30/99 1,028,226 $ 12.81 the Exchange
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Item 6 is hereby amended to read as follows: ART has pledged 93,085 shares to Advest Securities, pledged 25,215 shares to Arnold Securities, pledged 547,422 shares to Bear Stearns, pledged 25,065 shares to Brown & Company, pledged 125,193 shares to Dain Rauscher, pledged 408,203 shares to Dean Witter (CA), pledged 76,785 shares to Deutsche Morgan, pledged 29,573 shares to First Montauk, pledged 152,135 shares to First Southwest, pledged 63,245 shares to First Union Brokerage, pledged 42,801 shares to Hambrecht & Quist, pledged 119,995 shares to Hobbs Melville, pledged 108,908 shares to J.C. Bradford, pledged 78,933 shares to Legg Mason (TX), pledged 41,223 shares to May Financial, pledged 201,179 shares to McDonald & Company, pledged 108,733 shares to Morgan Keegan, pledged 249,191 shares to Preferred Bank, pledged 55,068 shares to Raymond James, pledged 21,645 shares to Raymond James 2, pledged 86,645 shares to Regions Investment, pledged 71,794 shares to Southland Securities, pledged 59,430 shares to Southwest Securities, pledged 29,215 shares to Stifel Nicolaus, pledged 43,280 shares to Tucker Anthony, pledged 152,212 shares to United Pacific Bank, and 138,110 shares to Wedbush Morgan in stock margin accounts maintained by it with such brokers. ART has also pledged 75,406 shares to United Pacific Bank pursuant to a loan agreement with such lender. 12 13 BCM has pledged 6,550 shares to Advest Securities, 10,700 shares to American Express Financial, pledged 18,208 to Baird, pledged 155,053 shares to Bear Stearns, pledged 23,715 shares to Brown & Co., pledged 4,500 shares to Burke Christensen & Lewis, pledged 5,100 shares to Cutter & Co., pledged 56,715 shares to Dain Rauscher, pledged 4,000 shares to Dain Rauscher TC, pledged 634,664 shares to Dean Witter (CA), pledged 6,000 to Deutsche Morgan, pledged 35,979 shares to First Southwest, pledged 49,341 shares to First Union Brokerage, pledged 30,070 shares to Hambrecht & Quist, pledged 11,700 shares to Hobbs Melville, pledged 33,700 shares to Interfirst, pledged 78,393 shares to J.C. Bradford, pledged 9,092 shares Legg Mason (TX), pledged 10,607 shares to McDonald & Company, pledged 55,234 shares to Morgan Keegan, pledged 35,430 shares to Paine Webber, pledged 46,404 shares to Raymond James, pledged 106,064 shares to Regions Investment, pledged 16,403 shares to Robb, Peck, McCooey, pledged 59,365 shares to Southland Securities, pledged 10,865 shares to Waterford Capital, and pledged 108,732 shares to Wedbush Morgan in stock margin accounts maintained by it with such brokers. SAMLP has pledged 26,475 shares to Bear Stearns in stock margin accounts maintained by it with such broker. The GEP Trust has pledged 46,500 shares to Dean Witter (NY) in stock margin accounts maintained by it with such broker. 13 14 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. Dated: November 30, 1999 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 SYNTEK ASSET MANAGEMENT, L.P. By: SYNTEK ASSET MANAGEMENT, INC., its general partner By: /s/ Karl L. Blaha ---------------------------------------- Karl L. Blaha President GENE E. PHILLIPS CHILDREN'S TRUST By: /s/ Donald W. Phillips ---------------------------------------- Donald W. Phillips Trustee 14 15 April 5, 2000 Securities and Exchange Commission Document Control Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549 Re: Amendment No. 31 to Schedule 13-D by Basic Capital Management, Inc., American Realty Trust, Inc., The Gene E. Phillips Children's Trust and Syntek Asset Management, L.P. ("Reporting Persons") with respect to the Common Stock of Transcontinental Realty Investors, Inc. Ladies and Gentlemen: On behalf of the Reporting Persons, I am filing, via EDGAR, this Amendment No. 31 to Schedule 13-D according to Rule 901(c)(4) relating to the securities of Transcontinental Realty Investors, Inc. Very truly yours, By: /s/ Robert A. Waldman ---------------------------------------- Senior Vice President and General Counsel RAW/kmp 15 -----END PRIVACY-ENHANCED MESSAGE-----