SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)
INCOME OPPORTUNITY REALTY INVESTORS, INC.
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
452926-10-8
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(CUSIP Number)
Robert A. Waldman
1800 Valley View Lane, Suite 300
Dallas, Texas 75234
(469) 522-4366
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
February 12, 2002
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(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: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) 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).
CUSIP No. 452926-10-8
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
American Realty Investors, Inc., FEI No. 75-2847135
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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)
WC
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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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7) Sole Voting Power -0-
Number of -------------------------------------------------------
Shares Bene- 8) Shared Voting Power -0-
ficially
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power -0-
in Person
With -------------------------------------------------------
10) Shared Dispositive Power -0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
409,935
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
28.5%
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14) Type of Reporting Person (See Instructions)
CO
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CUSIP No. 452926-10-8
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
American Realty Trust, Inc., FEI No. 54-0697989
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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)
WC
--------------------------------------------------------------------------------
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
Georgia
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7) Sole Voting Power -0-
Number of -------------------------------------------------------
Shares Bene- 8) Shared Voting Power -0-
ficially
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power -0-
in Person
With -------------------------------------------------------
10) Shared Dispositive Power -0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
409,935
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
28.5%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions)
CO
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CUSIP No. 452926-10-8
--------------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
EQK Holdings, Inc., FEI No. 75-2931679
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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)
WC
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization
Nevada
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7) Sole Voting Power 409,935
Number of -------------------------------------------------------
Shares Bene- 8) Shared Voting Power -0-
ficially
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power 409,935
in Person
With -------------------------------------------------------
10) Shared Dispositive Power -0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
409,935
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
28.5%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions)
CO
--------------------------------------------------------------------------------
CUSIP No. 452926-10-8
--------------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Basic Capital Management, Inc., FEI No. 75-2261065
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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)
WC
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
[ ]
--------------------------------------------------------------------------------
6) Citizenship or Place of Organization
Nevada
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7) Sole Voting Power 106,802
Number of -------------------------------------------------------
Shares Bene- 8) Shared Voting Power -0-
ficially
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power 106,802
in Person
With -------------------------------------------------------
10) Shared Dispositive Power -0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
106,802
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
7.4%
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14) Type of Reporting Person (See Instructions)
CO
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CUSIP No. 452926-10-8
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Transcontinental Realty Investors, Inc., FEI No. 94-6565852
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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)
WC
--------------------------------------------------------------------------------
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 345,728
Number of -------------------------------------------------------
Shares Bene- 8) Shared Voting Power -0-
ficially
Owned by -------------------------------------------------------
Each Report- 9) Sole Dispositive Power 345,728
in Person
With -------------------------------------------------------
10) Shared Dispositive Power -0-
--------------------------------------------------------------------------------
11) Aggregate Amount Beneficially Owned by Each Reporting Person
345,728
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
[ ]
--------------------------------------------------------------------------------
13) Percent of Class Represented by Amount in Row (11)
24%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions)
CO
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ITEM 1. SECURITY AND ISSUER
This Amendment to Statement on Schedule 13D relates to the shares of Common
Stock, par value $0.01 per share (the "Shares") of INCOME OPPORTUNITY REALTY
INVESTORS, INC., a Nevada corporation ("IOT" or the "Company" or the "Issuer")
and further amends the original Statement on Schedule 13D as amended by
Amendment Nos. 1 through 20 thereof (the "Amended Statement") filed by and on
behalf of the "Reporting Persons" described below. The principal executive
offices of the Company are located at 1800 Valley View Lane, Suite 300, Dallas,
Texas 75234. The CUSIP number of the Shares is 452926-10-8.
This Amendment No. 21 to Schedule 13D is being filed to reflect various
changes in the information contained in the Amended Statement, including change
in addresses, officers and directors of entities and a proposed merger of the
Issuer. During the period ended January 31, 2002, the collective beneficial
ownership of the Reporting Persons increased by approximately 3.6%. The increase
was due to a reduction in the number of shares of the Issuer outstanding.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Amended Statement is hereby further amended as follows:
This Amendment is being filed on behalf of American Realty Investors, Inc.,
a Nevada corporation ("ARL"), its wholly-owned subsidiary, American Realty
Trust, Inc., a Georgia corporation ("ART"), and its wholly-owned subsidiary, EQK
Holdings, Inc., a Nevada corporation ("EQK"), Basic Capital Management, Inc., a
Nevada corporation ("BCM") and Transcontinental Realty Investors, Inc., a Nevada
corporation ("TCI"), each of which have their principal executive offices
located at 1800 Valley View Lane, Suite 300, Dallas, Texas 75234. All of ARL,
ART, EQK, BCM and TCI are collectively referred to as the "Reporting Persons."
The Reporting Persons may be deemed to constitute a "person" within the meaning
of Section 13(d) of the Securities Exchange Act of 1934, as amended, because BCM
owns approximately 55.2% of the outstanding securities of ARL and BCM serves as
the Advisor to ARL and TCI.
I. ARL is a real estate investment company organized and existing under the
laws of the State of Nevada, engaged through subsidiaries in the business of
investing in, financing, owning and operating real estate and real estate
related assets. The name, business address and capacity with ARL of each of the
executive officers or directors of ARL as set forth on Schedule 1. Each of the
individuals listed on Schedule 1 is a citizen of the United States of America.
-1-
II. 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 name,
business address and capacity with ART of each of the executive officers or
directors of ART are set forth on Schedule 2 attached hereto. Each of the
individuals listed on Schedule 2 is a citizen of the United States of America.
ART is a wholly-owned subsidiary of ARL.
III. EQK is a real estate investment company organized and existing under
the laws of the State of Nevada engaged in the business of investing in real
estate and securities. The name, business address and capacity with EQK of each
of the executive officers or directors of EQK are set forth on Schedule 3
attached hereto. Each of the individuals listed on Schedule 3 is a citizen of
the United States of America. EQK is a wholly-owned subsidiary of ART.
IV. 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 and investment trusts and other real estate entities.
The name, business address and capacity with BCM of each of the executive
officers or directors of BCM are set forth on Schedule 4 attached hereto. Each
of the individuals listed on Schedule 4 is a citizen of the United States of
America.
V. TCI is a real estate investment company organized and existing under the
laws of the State of Nevada. TCI's principal business activity is investment in
financing, owning and operating real estate. The name, business address and
capacity with TCI of each of the executive officers or directors of TCI are set
forth on Schedule 5 attached hereto. Each of the individuals listed on Schedule
5 is a citizen of the United States of America.
Individuals whose names are not listed on Schedules 2, 4 or 5 who may have
previously been referred to as executive officers or directors of ART, BCM or
TCI, respectively in Amendment No. 20 to Schedule 13D no longer occupy those
positions, each having resigned or been removed prior to the date of this
Amendment.
(d) During the last five years, none of ARL, ART, EQK, BCM, TCI, nor any of
their respective 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 ARL, ART, EQK, BCM, TCI, nor any of
their respective executive officers or directors has been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in
-2-
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
The consideration paid to purchase the Shares described in Item 5 below is
from working capital of each of the Reporting Persons and no part of the
purchase price is represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
Shares. Each of the Reporting Persons have in the past and may in the future,
utilized margin accounts with various brokerage firms which accounts may, from
time to time, have debit balances and include certain of the Shares. Since other
securities are held in such accounts, it may be impracticable at any time to
determine the amounts, if any, borrowed with respect to the Shares and interest
costs vary with applicable costs and account balances.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 of the Amended Statement is hereby further amended as follows:
The United States District Court for the Northern District of California
entered an Order on February 12 granting final approval of a proposed settlement
of a derivative action entitled Jack Olive, et al. v. National Income Realty
Trust, et al. (the "Olive Litigation"). The Issuer, TCI and ART are parties to
the Olive Litigation. The Settlement Agreement requires through the mechanism of
freeze-out mergers that the Issuer and TCI become subsidiaries of ARL. Under the
Settlement Agreement, persons not affiliated with ARL, ART, BCM or Gene E.
Phillips are to receive $19 per share in cash for the Shares or $17.50 per share
in cash for TCI Common Stock. In the freeze-out mergers, the nonaffiliated
stockholders will have the opportunity (but no obligation) to affirmatively
elect to receive shares of Preferred Stock of ARL having a liquidation value of
$21.50 per share in cash in exchange for the Issuer's Common Stock or $20 per
share in cash for TCI Common Stock. In the freeze-out mergers, the entities
affiliated with ARL and BCM will receive shares of ARL Preferred Stock for
shares of Common Stock of the Issuer and/or TCI held by them. The purchase
prices and liquidation values have been established under the Settlement
Agreement. The freeze-out mergers are to occur only after satisfaction of
certain conditions, including the approval of each freeze-out merger by a
majority of the shares held by stockholders of TCI and/or the Issuer who are not
affiliated with BCM, ARL or their affiliates who vote in person or by proxy at
meetings of stockholders called for that purpose. It is presently anticipated
that the proposed acquisitions through the freeze-out mergers would occur during
-3-
the third calendar quarter of 2002 (July 1 - September 30, 2002). If such
mergers occur, the Issuer would become a wholly-owned subsidiary of ARL, and the
Shares would become eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934.
Except with respect to the proposed merger transaction described above, and
any ancillary affect same would have on the following items, the Reporting
Persons do not have any plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the
Issuer or the disposition of securities of the Issuer;
(b) An extraordinary corporate transaction, such a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries (except that as part of the proposed merger
transaction, certain real property assets owned by the Issuer may be sold);
(d) Any 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;
(e) Any material change in the present capitalization or dividend
policy of the Issuer;
(f) Any other material change in the Issuer's business or corporate
structure;
(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 (except that the Reporting Persons'
collective ownership of 59.9% of the outstanding Shares would itself be an
impediment to any potential change of control not approved by the Reporting
Persons);
(h) Causing a class of securities of the Issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association (except that if the merger of the Issuer with a subsidiary of
ARL is effectuated, the
-4-
Issuer's Shares will no longer be eligible for listing on a national
securities exchange);
(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, as amended (except that if the merger of the Issuer
with a subsidiary of ARL is consummated, the number of common stockholders
of the Issuer will be reduced below 300, and such Shares would then become
eligible for termination of registration); or
(j) Any actions similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Amended Statement is hereby further amended as follows:
(a) According to the latest information available from the Issuer, as of
December 31, 2001, the total number of issued and outstanding Shares was
1,438,945 Shares. As of January 31, 2002, the following Shares were owned
directly and beneficially by the Reporting Persons set forth below:
Name No. of Shares Owned Approximate % Class
---- ------------------- -------------------
EQK* 409,935 28.5%
ART** 409,935 28.5%
ARL** 409,935 28.5%
BCM 106,802 7.5%
TCI 345,728 24.0%
------- -----
Totals: 862,465*** 59.9%
======= =====
----------
*During August 2001, ART transferred to EQK 409,935 Shares as a contribution to
capital of EQK. All of such Shares were originally acquired by ART in open
market purchase transactions.
**Same Shares as owned by EQK; EQK is a wholly-owned subsidiary of ART which in
turn is a wholly-owned subsidiary of ARL; ARL is the indirect parent of EQK.
***If the merger of the Issuer with a subsidiary of ARL is consummated, the
106,802 Shares held by BCM will be converted into 106,802 shares of ARL Series H
Preferred Stock, and the 409,935 Shares held by EQK will be cancelled. If the
merger of TCI with a subsidiary of ARL is consummated, the 345,728 Shares held
by TCI will also be cancelled; if the merger of TCI with a subsidiary of ARL is
not consummated, the 345,728 Shares held by TCI will be converted into 345,728
shares of ARL Series H Preferred Stock.
-5-
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the
"Exchange Act"), each of the directors of ARL, ART and EQK may be deemed to
beneficially own the number of Shares owned by EQK described above; each of the
directors of BCM may be deemed to beneficially own the Shares held directly by
BCM; and each of the directors of TCI may be deemed to beneficially own the
Shares held directly by TCI. Those individuals and the number of Shares deemed
beneficially owned pursuant to Rule 13d-3, and the approximate percent of the
class, as well as the relationship, are set forth in the following table:
-6-
No. of Shares
Beneficially % of
Name of Director Entity Owned Class
---------------- ------------- ------------- -----
Earl D. Cecil ARL and TCI 755,663 52.5%
Richard W. Humphrey ARL 409,935 28.5%
Collene C. Currie ARL 409,935 28.5%
Joseph Mizrachi ARL 409,935 28.5%
Ronald E. Kimbrough EQK and ART** 409,935 28.5%
Robert A. Waldman EQK and ART** 409,935 28.5%
Ryan T. Phillips BCM 106,802 7.5%
Mickey Ned Phillips BCM 106,802 7.5%
Ted P. Stokely TCI 345,728 24.0%
Henry A. Butler TCI 345,728 24.0%
Martin L. White TCI 345,728 24.0%
------- -----
Total Shares beneficially 862,465 59.9%
owned by Reporting ======= =====
Persons and individuals
listed above:
(b) Each of the directors of ARL, ART and EQK may be deemed to share voting
and dispositive power over the 409,935 Shares held by EQK. The directors of BCM
have shared voting and dispositive power over the 106,802 Shares held by BCM.
Each of the directors of TCI have shared voting and dispositive power over the
345,728 Shares held by TCI.
(c) During the 60 calendar days ended January 31, 2002 and thereafter
through April 12, 2002, the Reporting Persons and their respective executive
officers and directors did not engage in any transaction in the Shares or any
other equity interests derivative thereof.
(d) No person other than the Reporting Person or its respective Board of
Directors is known to have the right to receive or the power to direct receipt
of dividends from, or the proceeds of sale of, the Shares held by each of EQK,
BCM and TCI, subject to the matters set forth in Item 6 below.
(e) Not applicable.
-7-
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 of the Amended Statement is hereby further amended to read as
follows:
EQK has pledged 250,000 Shares to a bank as additional collateral to secure
a loan to EQK. An additional 153,400 Shares owned by EQK, and 106,802 Shares
owned by BCM may be deemed to be "collateral" for borrowings pursuant to margin
or other account arrangements with banks and brokerage firms relating to
accounts of EQK and BCM, respectively. Such arrangements are standard
arrangements involving margin securities of up to a specified percentage of the
market value of the shares and bear interest at varying rates and contain only
standard default and similar provisions, the operation of any of which should
not give any person immediate voting power or investment power over such
securities. Such arrangements exist with the Shares and other securities held in
such accounts and it is impracticable at any time to determine the amounts, if
any, with respect to the Shares and interest costs under such arrangements vary
with applicable costs and account balances.
All 345,728 Shares owned by TCI are located at a brokerage firm in a cash
account (not margin account), and do not serve as "collateral" for any
borrowings pursuant to any margin account arrangement or otherwise.
Except as set forth in the preceding paragraphs, the Reporting Persons do
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,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guaranties of profits, division of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Amended Statement is hereby further amended to add the
following exhibits, which are filed herewith or are incorporated by reference as
indicated below:
EXHIBIT
DESIGNATION DESCRIPTION OF EXHIBIT
2.1 Second Amendment to Modification of Stipulation of
Settlement effective October 5, 2001 (incorporated by
reference to Exhibit 10.1 to Income Opportunity Realty
Investors, Inc. Current Report on Form 8-K filed on April
10, 2002, File No. 001-14784).
-8-
2.2 Amendment to Second Amendment to Modification of Stipulation
dated February 4, 2002 (incorporated by reference to Exhibit
10.2 to Income Opportunity Realty Investors, Inc. Current
Report on Form 8-K filed on April 10, 2002, File No.
001-14784).
2.3 Order entered February 12, 2002, by the United States
District Court, Northern District of California
(incorporated by reference to Exhibit 10.3 to Income
Opportunity Realty Investors, Inc. Current Report on Form
8-K filed on April 10, 2002, File No. 001-14784).
SIGNATURES
After reasonable inquiry and to the best of their respective knowledge and
belief, the undersigned certify that the information set forth in this Amendment
No. 21 to Statement on Schedule 13D is true, complete and correct.
Dated: April 12, 2002
AMERICAN REALTY INVESTORS, INC.
By: /s/ Ronald E. Kimbrough
-------------------------------------
Ronald E. Kimbrough
Executive Vice President
AMERICAN REALTY TRUST, INC.
By: /s/ Ronald E. Kimbrough
-------------------------------------
Ronald E. Kimbrough,
Executive Vice President
EQK HOLDINGS, INC.
By: /s/ Ronald E. Kimbrough
-------------------------------------
Ronald E. Kimbrough,
Vice President
BASIC CAPITAL MANAGEMENT, INC.
By: /s/ Ronald E. Kimbrough
-------------------------------------
Ronald E. Kimbrough,
Executive Vice President
-9-
TRANSCONTINENTAL REALTY INVESTORS, INC.
By: /s/ Ronald E. Kimbrough
-------------------------------------
Ronald E. Kimbrough,
Executive Vice President
-10-
SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS OF
AMERICAN REALTY INVESTORS, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN
AMERICAN REALTY INVESTORS, INC. BUSINESS ADDRESS WHICH EMPLOYMENT IS CONDUCTED
Collene C. Currie, Director 4835 LBJ Freeway, 8th Floor Director of Client
Dallas, Texas 75244 Development, Edeagroup
Earl D. Cecil, Director 3780 Paseo Vista Famosa Financial and Business
Rancho Santa Fe, CA 92091 Consultant
Richard W. Humphrey, 1800 Valley View Lane Regis Realty, Inc.,
Director Suite 300 Real Estate and Sales
Dallas, Texas 75234 Acquisitions
Joseph Mizrachi, Director 7700 Congress Avenue Investments
Suite 3106
Boca Raton, Florida 33487
Ronald E. Kimbrough, 1800 Valley View Lane Executive Vice
Executive Vice President and Suite 300 President, Basic
Chief Financial Officer Dallas, Texas 75234 Capital Management,
Inc.
Louis J. Corna, Executive 1800 Valley View Lane Executive Vice
Vice President - Tax Suite 300 President, Basic
Dallas, Texas 75234 Capital Management,
Inc.
David W. Starowicz, 1800 Valley View Lane Executive Vice
Executive Vice President - Suite 300 President, Basic
Commercial Asset Management Dallas, Texas 75234 Capital Management,
Inc.
Mark W. Branigan, Executive 1800 Valley View Lane Executive Vice
Vice President - Residential Suite 300 President, Basic
Dallas, Texas 75231 Capital Management,
Inc.
Robert A. Waldman, Senior 1800 Valley View Lane Senior Vice President,
Vice President, Secretary Suite 300 General Counsel and
and General Counsel Dallas, Texas 75234 Secretary, Basic
Capital Management,
Inc.
Schedules - Page 1
SCHEDULE 2
EXECUTIVE OFFICERS AND DIRECTORS OF
AMERICAN REALTY TRUST, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN
AMERICAN REALTY INVESTORS, INC. BUSINESS ADDRESS WHICH EMPLOYMENT IS CONDUCTED
Ronald E. Kimbrough, 1800 Valley View Lane Executive Vice
Director, Executive Vice Suite 300 President, Basic
President and Chief Dallas, Texas 75234 Capital Management,
Financial Officer Inc.
Louis J. Corna, Executive 1800 Valley View Lane Executive Vice
Vice President - Tax Suite 300 President, Basic
Dallas, Texas 75234 Capital Management,
Inc.
David W. Starowicz, 1800 Valley View Lane Executive Vice
Executive Vice President - Suite 300 President, Basic
Commercial Asset Management Dallas, Texas 75234 Capital Management,
Inc.
Mark W. Branigan, Executive 1800 Valley View Lane Executive Vice
Vice President - Residential Suite 300 President, Basic
Dallas, Texas 75234 Capital Management,
Inc.
Robert A. Waldman, Director 1800 Valley View Lane Senior Vice President,
and Senior Vice President, Suite 300 General Counsel and
Secretary and General Dallas, Texas 75234 Secretary, Basic
Counsel Capital Management,
Inc.
Schedules - Page 2
SCHEDULE 3
EXECUTIVE OFFICERS AND DIRECTORS OF
EQK HOLDINGS, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN
AMERICAN REALTY INVESTORS, INC. BUSINESS ADDRESS WHICH EMPLOYMENT IS CONDUCTED
Ronald E. Kimbrough, Director 1800 Valley View Lane Executive Vice
and Vice President and Chief Suite 300 President, Basic
Financial Officer Dallas, Texas 75234 Capital Management,
Inc.
Mark W. Branigan, 1800 Valley View Lane Executive Vice
Vice President Suite 300 President, Basic
Dallas, Texas 75234 Capital Management,
Inc.
Louis J. Corna, Vice President 1800 Valley View Lane Executive Vice
Suite 300 President, Basic
Dallas, Texas 75234 Capital Management,
Inc.
Robert A. Waldman, Director and 1800 Valley View Lane Senior Vice President,
Secretary Suite 300 General Counsel and
Dallas, Texas 75234 Secretary, Basic
Capital Management,
Inc.
John Cook, Vice President 1800 Valley View Lane Vice President, Basic
Suite 300 Capital Management,
Dallas, Texas 75234 Inc.
Thomas Bell, Vice President 1800 Valley View Lane Vice President, Basic
Suite 300 Capital Management,
Dallas, Texas 75234 Inc.
Schedules - Page 3
SCHEDULE 4
EXECUTIVE OFFICERS AND DIRECTORS OF
BASIC CAPITAL MANAGEMENT, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN
AMERICAN REALTY INVESTORS, INC. BUSINESS ADDRESS WHICH EMPLOYMENT IS CONDUCTED
Ryan T. Phillips, 1800 Valley View Lane President, Signature
Director Suite 300 Asset Management, Inc.
Dallas, Texas 75234
Mickey Ned Phillips, 264 Rolling Hills Circle President, Ned Phillips
Director Gaffney, SC 29340 Construction Company
Ronald E. Kimbrough, 1800 Valley View Lane Executive Vice
Executive Vice President Suite 300 President, Basic Capital
and Chief Financial Dallas, Texas 75234 Management, Inc.
Officer
Louis J. Corna, 1800 Valley View Lane Executive Vice
Executive Vice President Suite 300 President, Basic Capital
- Tax Dallas, Texas 75234 Management, Inc.
David W. Starowicz, 1800 Valley View Lane Executive Vice
Executive Vice President Suite 300 President, Basic Capital
- Commercial Asset Dallas, Texas 75234 Management, Inc.
Management
Mark W. Branigan, 1800 Valley View Lane Executive Vice
Executive Vice President Suite 300 President, Basic Capital
- Residential Dallas, Texas 75234 Management, Inc.
Robert A. Waldman, 1800 Valley View Lane Senior Vice President,
Senior Vice President, Suite 300 General Counsel and
Secretary and General Dallas, Texas 75234 Secretary, Basic Capital
Counsel Management, Inc.
Schedules - Page 4
SCHEDULE 5
EXECUTIVE OFFICERS AND DIRECTORS OF
TRANSCONTINENTAL REALTY INVESTORS, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN
AMERICAN REALTY INVESTORS, INC. BUSINESS ADDRESS WHICH EMPLOYMENT IS CONDUCTED
Ted P. Stokely, Chairman of 1800 Valley View Lane General Manager, Minority
the Board of Directors Suite 200 and Elderly Housing
Dallas, Texas 75234 Assistance Foundation, Inc.
Henry A. Butler, Director 1800 Valley View Lane Land Sales, Basic Capital
Suite 300 Management, Inc.
Dallas, Texas 75234
Earl D. Cecil, Director 3780 Paseo Vista Famosa Financial and Business
Rancho Santa Fe, CA 92091 Consultant
Matin L. White, Director 8051 Coach Drive Chairman of the Board and
Oakland, California 94605 Chief Executive Officer of
Community Based Developers,
Inc.
Ronald E. Kimbrough, 1800 Valley View Lane Executive Vice President,
Executive Vice President Suite 300 Basic Capital Management,
and Chief Financial Officer Dallas, Texas 75234 Inc.
Mark W. Branigan, Executive 1800 Valley View Lane Executive Vice President,
Vice President - Suite 300 Basic Capital Management,
Residential Dallas, Texas 75234 Inc.
David W. Starowicz, 1800 Valley View Lane Executive Vice President,
Executive Vice President - Suite 300 Basic Capital Management,
Commercial Asset Management Dallas, Texas 75234 Inc.
Louis J. Corna, Executive 1800 Valley View Lane Executive Vice President,
Vice President - Tax Suite 300 Basic Capital Management,
Dallas, Texas 75234 Inc.
Robert A. Waldman, Senior 1800 Valley View Lane Senior Vice President,
Vice President, Secretary Suite 300 General Counsel and
and General Counsel Dallas, Texas 75234 Secretary, Basic Capital
Management, Inc.
Schedules - Page 5