-----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, IVtoaYWqTXpeK0TLVrENbyZ9I5ap1IhEoMD5Jm32ji/rsq+QedGkzFsFQatqElWb 0TpVD1bcQ4fitqtCiCugFg== 0000950134-02-014910.txt : 20021122 0000950134-02-014910.hdr.sgml : 20021122 20021122162931 ACCESSION NUMBER: 0000950134-02-014910 CONFORMED SUBMISSION TYPE: SC TO-T/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20021122 GROUP MEMBERS: BASIC CAPITAL MANAGEMENT INC GROUP MEMBERS: GENE E PHILLIPS GROUP MEMBERS: INCOME OPPORTUNITY ACQUISITION CORP GROUP MEMBERS: TRANSCONTINENTAL REALTY ACQUISITION CORP GROUP MEMBERS: TRANSCONTINENTAL REALTY INVESTORS INC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INCOME OPPORTUNITY REALTY INVESTORS INC /TX/ CENTRAL INDEX KEY: 0000949961 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752615944 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13E3/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45693 FILM NUMBER: 02838130 BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRSWY STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 MAIL ADDRESS: STREET 1: 10670 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75231 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INCOME OPPORTUNITY REALTY INVESTORS INC /TX/ CENTRAL INDEX KEY: 0000949961 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752615944 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC TO-T/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45693 FILM NUMBER: 02838131 BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRSWY STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 MAIL ADDRESS: STREET 1: 10670 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75231 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: 10670 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2147404700 MAIL ADDRESS: STREET 1: 10670 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 SC TO-T/A 1 d01604a1sctovtza.txt AMENDMENT TO SCHEDULE TO-T 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. 1) INCOME OPPORTUNITY REALTY INVESTORS, INC. (Issuer) (Name of Subject Company) INCOME OPPORTUNITY 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) (Names of Filing Person) TRANSCONTINENTAL REALTY ACQUISITION CORPORATION (Other Person) (Names of Filing Person) TRANSCONTINENTAL REALTY INVESTORS, INC. (Other Person) (Name of Filing Person) COMMON STOCK, PAR VALUE .01 PER SHARE (Title of Class of Securities) 452926-10-8 (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 ---------------------- -------------------- $19,551,190.00 $1,799.00**
*For purposes of calculating the fee only. This amount assumes the purchase of 1,029,010 shares of Income Opportunity Realty Investors, Inc. for $19.00 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 Parties: 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. 1 amends and supplements the Tender Offer Statement on Schedule TO filed on November 15, 2002 (the "Schedule TO") 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 Transcontinental Realty Investors, Inc., ("TCI"). This Schedule TO, as amended, includes the Schedule 13E-3 Transaction Statement of ARL, BCM, Mr. Phillips, TCI Acquisition Sub, IOT Acquisition Sub, and TCI. This Tender Offer Statement relates to the offer by IOT Acquisition Sub to purchase any and all of the issued and outstanding shares of common stock of Income Opportunity Realty Investors, Inc ("IOT") for $19.00 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 3. IDENTITY AND BACKGROUND OF FILING PERSON. Item 3 of the Schedule TO is hereby amended as follows: ARL elected Ted P. Stokely as a director and Chairman of the Board of ARL's board of directors on November 18, 2002. Mr. Stokely is a director and Chairman of the Board of TCI and IOT. More information on Mr. Stokely 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. ITEM 8. INTEREST IN SECURITIES OF THE SUBJECT COMPANY. Item 8 of the Schedule TO is hereby amended as follows: Mr. Stokely beneficially owns 7,410,216 shares of ARL common stock, which includes 746,972 shares owned by TCI of which the executive officers of TCI may be deemed to beneficially own by virtue of their positions as executive officers of TCI and 6,663,244 shares owned by BCM of which the executive officers of ARL may be deemed to beneficially own by virtue of their positions as executive officers of ARL. Mr. Stokely's beneficial ownership is based on the number of shares owned as of October 25, 2002 and totals 65.1% of the ownership of ARL, based upon 11,375,127 shares of ARL common stock outstanding at October 25, 2002. Mr. Stokely is not a record owner of any shares of ARL common stock. More information on Mr. Stokely 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. 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) (b) Not applicable (c) Not Applicable (d) Not Applicable (f) Not Applicable (g) Not Applicable (h) Not Applicable
(1) Previously filed as exhibits to the Schedule TO on November 15, 2002 by the filing persons named in this Schedule TO. (2) Previously filed as an exhibit to the Schedule TO-C on November 8, 2002 by the filing persons named in this Schedule TO. (3) Filed herewith. 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 22, 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 22, 2002 By: /s/ Ronald E. Kimbrough ----------------- ----------------------------------------- Printed Name: Ronald E. Kimbrough Title: Executive Vice President and Chief Financial Officer Date: November 22, 2002 By: /s/ Gene E. Phillips ----------------- ----------------------------------------- Printed Name: Gene E. Phillips TRANSCONTINENTAL REALTY ACQUISITION CORPORATION Date: November 22, 2002 By: /s/ Ronald E. Kimbrough ----------------- ----------------------------------------- Printed Name: Ronald E. Kimbrough Title: Director and President INCOME OPPORTUNITY ACQUISITION CORPORATION Date: November 22, 2002 By: /s/ Ronald E. Kimbrough ----------------- ----------------------------------------- Printed Name: Ronald E. Kimbrough Title: Director and President TRANSCONTINENTAL REALTY INVESTORS, INC. Date: November 22, 2002 By: /s/ Ronald E. Kimbrough ----------------- ----------------------------------------- Printed Name: Ronald E. Kimbrough Title: Executive Vice President and Chief Financial Officer INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- (a)(9) Press Release issued by American Realty Investors, Inc. on November 21, 2002 (3)
EX-99.(A)(9) 3 d01604a1exv99wxayx9y.txt PRESS RELEASE EXHIBIT (a)(9) NEWS RELEASE AMERICAN REALTY APPOINTS TED P. STOKELY AS DIRECTOR AND CHAIRMAN OF BOARD; BOARD MEMBER COLLENE CURRIE RESIGNS DALLAS, NOVEMBER 21, 2002 -- American Realty Investors, Inc. (NYSE: ARL) announced Thursday that the company's board elected Ted P. Stokely, 68, as a director and chairman of the board to serve until a successor is duly elected. Mr. Stokely also serves as chairman of the boards of ARI affiliates Transcontinental Realty Investors, Inc. (NYSE: TCI) and Income Opportunity Realty Investors, Inc. (AMEX: IOT). In addition to his chairmanship, Stokely will serve as a member of ARI's audit committee. With the addition of Stokely, the board's membership stands at four directors due to the previous resignation of director and audit committee member Collene C. Currie. In a recent letter to ARI's board, Ms. Currie did not state a reason for her resignation and did not indicate any disagreement with the company's management or its directors. She had served on the ARI board and was a member of the audit committee since ARI's inception in August 2000. Currie previously served since April 1998 on the board of directors of the general partner of National Realty, L.P. that became part of ARI in 2000. American Realty Investors, Inc., a Dallas-based real estate investment company, holds a diverse portfolio of equity real estate located across the U.S. The company also has interests in mortgage loans and real estate-related entities. For more information on the company, go to www.amrealtytrust.com. # # # Contact: Phyllis Wolper Director, Investor Relations (800) 400-6407 -----END PRIVACY-ENHANCED MESSAGE-----