-----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, KAf7pHERN937zjqcxdStdWjdizqCaIgB2cwRF8/piM70d2KPBGsoGA0KshppVnVt N6/APXtmCFbyZ2hz61ICfw== 0000950134-03-000555.txt : 20030115 0000950134-03-000555.hdr.sgml : 20030115 20030114185122 ACCESSION NUMBER: 0000950134-03-000555 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030115 GROUP MEMBERS: TRANSCONTINENTAL REALTY ACQUISITION CORP 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 TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40410 FILM NUMBER: 03514207 BUSINESS ADDRESS: STREET 1: 1800 VALLEY VIEW LANE STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 4695224200 MAIL ADDRESS: STREET 1: 1800 VALLEY VIEW LANE STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75234 FORMER COMPANY: FORMER CONFORMED NAME: JOHNSTOWN CONSOLIDATED REALTY TRUST DATE OF NAME CHANGE: 19861005 FORMER COMPANY: FORMER CONFORMED NAME: JOHNSTOWN CONSOLIDATED REALTY TRUST /CA/ DATE OF NAME CHANGE: 19890815 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REALTY INVESTORS INC CENTRAL INDEX KEY: 0001102238 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 752847135 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A BUSINESS ADDRESS: STREET 1: 1800 VALLEY VIEW LANE STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 4695224200 MAIL ADDRESS: STREET 1: 1800 VALLEY VIEW LANE STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75234 SC TO-T/A 1 d02465a5sctovtza.txt AMENDMENT NO. 5 TO SCHEDULE TO SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO/A (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 5) TRANSCONTINENTAL REALTY INVESTORS, INC. (Issuer) (Name of Subject Company) TRANSCONTINENTAL REALTY ACQUISITION CORPORATION (Offeror) (Name of Filing Person) AMERICAN REALTY INVESTORS, INC. (Offeror) (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) ------------------------------------------------------------- With copies to: ------------------------------------------------------------- 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 ---------------------- -------------------- $71,370,128.00 $6,567.00**
*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 Section 14(g)(1)(B)(3) and Rule 0-11. **Filing fee was paid with the Schedule TO filed November 15, 2002. [ ] 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: [ ] RULE 14D-1 TENDER OFFER STATEMENT Introduction This Amendment No. 5 amends and supplements the Tender Offer Statement on Schedule TO originally filed on November 15, 2002, as amended (the "Schedule TO") by American Realty Investors, Inc. ("ARL") and Transcontinental Realty Acquisition Corporation, a wholly-owned subsidiary of ARL ("TCI Acquisition Sub"). This Schedule TO includes the Schedule 13E-3 Transaction Statement of ARL and TCI Acquisition Sub. 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") 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 and filed as Exhibit (a)(1) to the Schedule TO. The information set forth in the Offer to Purchase and the Letter of Transmittal (filed as Exhibit (a)(2) to the 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, as amended, hereto. ITEM 1. SUMMARY TERM SHEET. Item 1 of the Schedule TO is hereby amended as follows: TCI Acquisition Sub is extending the expiration date of its offer to purchase any and all of the issued and outstanding shares of common stock of TCI. The expiration date for the tender offer was 12:00 Midnight New York City time January 14, 2003. As extended, the tender offer will now expire at 12:00 Midnight New York City time February 21, 2003. TCI stockholders have until the newly-extended expiration date to decide whether to tender their TCI shares in the offer. As of 3:00 p.m. New York City time on Tuesday, January 14, 2003, approximately 1.17 million shares of Transcontinental Realty Investors common stock, or approximately 14.66% of the outstanding shares, had been tendered and not withdrawn pursuant to the tender offer. ITEM 4. TERMS OF THE TRANSACTION. Item 4 of the Schedule TO is hereby amended as follows: See Item 1 of this Tender Offer Statement. ITEM 12. EXHIBITS Item 12 of the Schedule TO is hereby amended as follows: Exhibit Number Description (a)(1) Offer to Purchase, dated November 15, 2002 (1) (a)(2) Letter of Transmittal, dated November 15, 2002 (1) (a)(3) Notice of Guaranteed Delivery (1) (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees, dated November 15, 2002 (1) (a)(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees (1) (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (1) (a)(7) Summary Advertisement, dated November 15, 2002 (1) (a)(8) Press Release issued by American Realty Advisors on November 8, 2002 (2) (a)(9) Press Release issued by American Realty Investors, Inc. on November 21, 2002 (3) (a)(10) Press Release issued by American Realty Investors, Inc. on December 13, 2002 (4) (a)(11) Press Release issued by American Realty Investors, Inc. on December 20, 2002 (5) (a)(12) Press Release issued by American Realty Investors, Inc. on January 14, 2003 (6) (b) Not applicable (c) Not Applicable (d) Not Applicable (f) Not Applicable (g) Not Applicable (h) Not Applicable 99.1 ARL/IORI/TCI Merger: Board Presentation -- Executive Summary, January 31, 2002, prepared by Houlihan Lokey Howard & Zukin(7) 99.2 ARL/IORI/TCI Merger: Exhibits to Board Presentation, January 2002, prepared by Houlihan Lokey Howard & Zukin(7) 99.3 Discounted Cash Flow Analysis - Detail prepared by Houlihan Lokey Howard & Zukin(7) 99.4 Opinion of Houlihan Lokey Howard & Zukin (TCI)(8) 99.5 Opinion of Houlihan Lokey Howard & Zukin (Income Opportunity Realty Investors, Inc.)(9) ---------- (1) Previously filed as an exhibit to the Schedule TO on November 15, 2002 by the filing persons named in this Schedule TO and is incorporated herein by reference. (2) Previously filed as an exhibit to the Schedule TO-C on November 8, 2002 by the filing persons named in this Schedule TO and is incorporated herein by reference. (3) Previously filed as an exhibit to the Schedule TO Amendment No. 1 on November 22, 2002 by the filing persons named in this Schedule TO and is incorporated herein by reference. (4) Previously filed as an exhibit to the Schedule TO Amendment No. 3 on December 13, 2002 and is incorporated herein by reference. (5) Previously filed as an exhibit to the Schedule TO Amendment No. 4 on December 20, 2002 and is incorporated herein by reference. (6) Filed herewith. (7) Previously filed as an exhibit to the Schedule 13E-3 Amendment No. 1 filed by American Realty Investors, Inc. on August 30, 2002 and is incorporated herein by reference. (8) Previously filed on August 30, 2002 as Appendix E to the Proxy Statement/Prospectus contained in the Form S-4 filed by American Realty Investors, Inc. and is incorporated herein by reference. (9) Previously filed on August 30, 2002 as Appendix F to the Proxy Statement/Prospectus contained in the Form S-4 filed by American Realty Investors, Inc. and is incorporated herein by reference. ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3. Item 1. Summary Term Sheet is hereby amended as follows: See Item 1 of this Tender Offer Statement. Items 4. Terms of the Transaction is hereby amended as follows: See Item 1 of this Tender Offer Statement. 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: January 14, 2003 By: /s/ RONALD E. KIMBROUGH -------------------- -------------------------------------- Printed Name: Ronald E. Kimbrough Title: Executive Vice President and Chief Financial Officer TRANSCONTINENTAL REALTY ACQUISITION CORPORATION Date: January 14, 2003 By: /s/ RONALD E. KIMBROUGH -------------------- -------------------------------------- Printed Name: Ronald E. Kimbrough Title: Director and President INDEX TO EXHIBITS
Exhibit Number Description -------------- ----------- (a)(1) Offer to Purchase, dated November 15, 2002 (1) (a)(2) Letter of Transmittal, dated November 15, 2002 (1) (a)(3) Notice of Guaranteed Delivery (1) (a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees, dated November 15, 2002 (1) (a)(5) Form of Letter to Clients for Use by Brokers, Dealers, Commercial Banks, Trust Companies and other Nominees (1) (a)(6) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (1) (a)(7) Summary Advertisement, dated November 15, 2002 (1) (a)(8) Press Release issued by American Realty Advisors on November 8, 2002 (2) (a)(9) Press Release issued by American Realty Investors, Inc. on November 21, 2002 (3) (a)(10) Press Release issued by American Realty Investors, Inc. on December 13, 2002 (4) (a)(11) Press Release issued by American Realty Investors, Inc. on December 20, 2002 (5) (a)(12) Press Release issued by American Realty Investors, Inc. on January 14, 2003 (6) (b) Not applicable (c) Not Applicable (d) Not Applicable (f) Not Applicable (g) Not Applicable (h) Not Applicable 99.1 ARL/IORI/TCI Merger: Board Presentation -- Executive Summary, January 31, 2002, prepared by Houlihan Lokey Howard & Zukin(7) 99.2 ARL/IORI/TCI Merger: Exhibits to Board Presentation, January 2002, prepared by Houlihan Lokey Howard & Zukin(7) 99.3 Discounted Cash Flow Analysis - Detail prepared by Houlihan Lokey Howard & Zukin(7) 99.4 Opinion of Houlihan Lokey Howard & Zukin (TCI)(8) 99.5 Opinion of Houlihan Lokey Howard & Zukin (Income Opportunity Realty Investors, Inc.)(9)
---------- (1) Previously filed as an exhibit to the Schedule TO on November 15, 2002 by the filing persons named in this Schedule TO and is incorporated herein by reference. (2) Previously filed as an exhibit to the Schedule TO-C on November 8, 2002 by the filing persons named in this Schedule TO and is incorporated herein by reference. (3) Previously filed as an exhibit to the Schedule TO Amendment No. 1 on November 22, 2002 by the filing persons named in this Schedule TO and is incorporated herein by reference. (4) Previously filed as an exhibit to the Schedule TO Amendment No. 3 on December 13, 2002 and is incorporated herein by reference. (5) Previously filed as an exhibit to the Schedule TO Amendment No. 4 on December 20, 2002 and is incorporated herein by reference. (6) Filed herewith. (7) Previously filed as an exhibit to the Schedule 13E-3 Amendment No. 1 filed by American Realty Investors, Inc. on August 30, 2002 and is incorporated herein by reference. (8) Previously filed on August 30, 2002 as Appendix E to the Proxy Statement/Prospectus contained in the Form S-4 filed by American Realty Investors, Inc. and is incorporated herein by reference. (9) Previously filed on August 30, 2002 as Appendix F to the Proxy Statement/Prospectus contained in the Form S-4 filed by American Realty Investors, Inc. and is incorporated herein by reference. EX-99.(A)(12) 3 d02465a5exv99wxayx12y.txt PRESS RELEASE EXHIBIT (a) 12 NEWS RELEASE AMERICAN REALTY INVESTORS EXTENDS TENDER OFFERS FOR TRANSCONTINENTAL REALTY AND INCOME OPPORTUNITY COMMON STOCK TO FEBRUARY 21 DALLAS, JANUARY 14, 2003 -- American Realty Investors (NYSE: ARL) announced Tuesday the extension of the expiration date until 12:00 midnight Eastern time on Friday, February 21, 2003, of the previously announced tender offers for all the common shares of its affiliates Transcontinental Realty Investors, Inc. (NYSE: TCI) and Income Opportunity Realty Investors, Inc. (AMEX: IOT). American Realty has been informed by American Stock Transfer and Trust Company, the depositary for both tender offers, that as of 3 p.m. Eastern time, Jan. 14, 2003, approximately 1.17 million shares of Transcontinental Realty Investors common stock, or approximately 14.66 percent of outstanding TCI shares, have been tendered and not withdrawn pursuant to the tender offer, and that approximately 277,403 shares of Income Opportunity Realty Investors common stock, or approximately 18.95 percent of outstanding IOT shares, have been tendered and not withdrawn pursuant to the tender offer. American Realty Investors is a real estate investment company that holds a diverse portfolio of equity real estate located across the U.S., including office buildings, apartments, hotels, shopping centers and land. Transcontinental Realty Investors is a real estate investment company that invests in real estate similar to ARL's holdings. Income Opportunity Realty Investors is a real estate investment trust that invests in real estate. For more information on the companies, visit their websites at www.bcm-inc.com. THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER TO SELL SHARES OF TRANSCONTINENTAL REALTY INVESTORS, INC. OR SHARES OF INCOME OPPORTUNITY REALTY INVESTORS, INC. EACH ACQUIRING ENTITY FILED A TENDER OFFER STATEMENT AND EACH TARGET ENTITY HAS FILED A SOLICITATION/ RECOMMENDATION STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION WITH RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/ RECOMMENDATION STATEMENT CONTAINS IMPORTANT INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF EACH TARGET ENTITY AT NO EXPENSE TO THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE SOLICITATION/ RECOMMENDATION STATEMENT ALSO IS AVAILABLE AT NO CHARGE AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV . TENDER OFFER STATEMENT AND RELATED MATERIALS MAY BE OBTAINED FOR FREE BY DIRECTING SUCH REQUESTS TO AMERICAN REALTY'S INFORMATION AGENT, GEORGESON SHAREHOLDER COMMUNICATIONS. FOR TRANSCONTINENTAL INFORMATION, CALL TOLL-FREE (866) 423-4880. FOR INCOME OPPORTUNITY INFORMATION, CALL TOLL-FREE (866) 423-4879. # # # Information Agent: Transcontinental Realty Investors (866) 423-4880. Income Opportunity Realty Investors (866) 423-4879. Media Contact: Phyllis Wolper (469) 522-4245 investor.relations@bcminc.com -----END PRIVACY-ENHANCED MESSAGE-----