SEC Info - American Realty Investors Inc, et al. - ‘SC 13D/A’ on 10/29/03 re: New Concept Energy, Inc.

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American Realty Investors Inc, et al. – ‘SC 13D/A’ on 10/29/03 re: New Concept Energy, Inc.

On: Wednesday, 10/29/03, at 6:18pm ET · As of: 10/30/03 · Accession #: 950134-3-14140 · File #: 5-38763

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/30/03  American Realty Investors Inc     SC 13D/A   10/29/03    1:51K  New Concept Energy, Inc.          RR Donnelley
          American Realty Trust Inc
          Basic Capital Management Inc
          Gene E Phillips
          International Health Products Inc
          Nevada Sea Investments Inc
          One Realco Corporation
          Tacco Financial Inc

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment No. 2 to Schedule 13D                       26     94K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer Identity and Background Interest and Securities of Issuer Material to Be Filed as Exhibits Purpose of Transaction Security and Issuer
1	1st Page - Filing Submission
10	Item 1. Security and Issuer
"	Item 2. Identity and Background
13	Item 4. Purpose of Transaction
14	Item 5. Interest and Securities of Issuer
18	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
"	Item 7. Material to Be Filed as Exhibits

SC 13D/A 1st Page of 26 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934

 (Amendment No. 2)

GREENBRIAR CORPORATION
--------------------------------------------------------------------------------
(Name of Issuer)

 Common Stock, par value $0.01 per share
--------------------------------------------------------------------------------
(Title of Class of Securities)

 393648100
--------------------------------------------------------------------------------
(CUSIP Number)

 Robert A. Waldman
1800 Valley View Lane, Suite 300
Dallas, Texas 75234 
(469)522-4366 
(469)522 4360 (Facsimile) 

--------------------------------------------------------------------------------
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
 Communications)

October 16, 2003
--------------------------------------------------------------------------------
 (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).                                                                         

SC 13D/A 2nd Page of 26 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No. 393648-40-7                                                           
--------------------------------------------------------------------------------

    1)  Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)                                               

 American Realty Investors, Inc., FEI No. 75-2847135
--------------------------------------------------------------------------------

 2)  Check the Appropriate Box if a Member of a Group (See Instructions)
(a)                                                           
(b)                                                           
--------------------------------------------------------------------------------

3)  SEC Use Only                                                      

--------------------------------------------------------------------------------
                 WC/OO
4)  Source of Funds (See Instructions)                                

--------------------------------------------------------------------------------

    5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)                                                  

--------------------------------------------------------------------------------

                      Nevada
6)  Citizenship or Place of Organization                              

--------------------------------------------------------------------------------
                                               -0-
7)       Sole Voting Power                  
 Number of        --------------------------------------------------------------
Shares Bene-                                                  -0-               
ficially         8)       Shared Voting Power                                 
 Owned by         --------------------------------------------------------------
Each Report-                                                  -0-               
ing Person        9)       Sole Dispositive Power                               
With              --------------------------------------------------------------
                                               -0-
10)      Shared Dispositive Power           
--------------------------------------------------------------------------------

                                                                       -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person      
--------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 
(See Instructions)                                            

--------------------------------------------------------------------------------
                                                                        -0-%
13) Percent of Class Represented by Amount in Row (11)                
--------------------------------------------------------------------------------
                                              CO
14) Type of Reporting Person (See Instructions)                       

--------------------------------------------------------------------------------

SC 13D/A 3rd Page of 26 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP No. 393648-40-7                                                           
--------------------------------------------------------------------------------

    1)  Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)                                               

American Realty Trust, Inc., FEI No. 54-0697989   
--------------------------------------------------------------------------------

 2)  Check the Appropriate Box if a Member of a Group (See Instructions)
(a)                                                           
(b)                                                           
--------------------------------------------------------------------------------

3)  SEC Use Only                                                      

--------------------------------------------------------------------------------
                 WC/OO
4)  Source of Funds (See Instructions)                                

--------------------------------------------------------------------------------

    5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)                                                  

--------------------------------------------------------------------------------

                       Georgia
6)  Citizenship or Place of Organization                              

--------------------------------------------------------------------------------
                                               -0-
7)       Sole Voting Power                  
 Number of        --------------------------------------------------------------
Shares Bene-                                                  -0-               
ficially         8)       Shared Voting Power                                 
 Owned by         --------------------------------------------------------------
Each Report-                                                  -0-               
ing Person        9)       Sole Dispositive Power                               
With              --------------------------------------------------------------
                                               -0-
10)      Shared Dispositive Power           
--------------------------------------------------------------------------------

                                                                       -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person      
--------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 
(See Instructions)                                            

--------------------------------------------------------------------------------
                                                                        -0-%
13) Percent of Class Represented by Amount in Row (11)                
--------------------------------------------------------------------------------
                                              CO
14) Type of Reporting Person (See Instructions)                       

--------------------------------------------------------------------------------

SC 13D/A 4th Page of 26 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP No. 393648-40-7                                                           
--------------------------------------------------------------------------------

    1)  Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)                                               

 Basic Capital Management, Inc., FEI No. 75-23322719
--------------------------------------------------------------------------------

 2)  Check the Appropriate Box if a Member of a Group (See Instructions)
(a)                                                           
(b)                                                           
--------------------------------------------------------------------------------

3)  SEC Use Only                                                      

--------------------------------------------------------------------------------
                 WC/OO
4)  Source of Funds (See Instructions)                                

--------------------------------------------------------------------------------

    5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)                                                  

--------------------------------------------------------------------------------

                      Nevada
6)  Citizenship or Place of Organization                              

--------------------------------------------------------------------------------
                                              15
7)       Sole Voting Power                  
 Number of        --------------------------------------------------------------
Shares Bene-                                                  -0-               
ficially         8)       Shared Voting Power                                 
 Owned by         --------------------------------------------------------------
Each Report-                                                  15                
ing Person        9)       Sole Dispositive Power                               
With              --------------------------------------------------------------
                                               -0-
10)      Shared Dispositive Power           
--------------------------------------------------------------------------------

                                                                      15
11) Aggregate Amount Beneficially Owned by Each Reporting Person      
--------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 
(See Instructions)                                            

--------------------------------------------------------------------------------
                                                                        -0-%
13) Percent of Class Represented by Amount in Row (11)                
--------------------------------------------------------------------------------
                                              CO
14) Type of Reporting Person (See Instructions)                       

--------------------------------------------------------------------------------

SC 13D/A 5th Page of 26 TOC 1st Previous Next ↓Bottom Just 5th
CUSIP No. 393648-40-7                                                           
--------------------------------------------------------------------------------

    1)  Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)                                               

Nevada Sea Investments, Inc., FEI No. 75-2604949  
--------------------------------------------------------------------------------

 2)  Check the Appropriate Box if a Member of a Group (See Instructions)
(a)                                                           
(b)                                                           
--------------------------------------------------------------------------------

3)  SEC Use Only                                                      

--------------------------------------------------------------------------------
                    AF/WC/OO
4)  Source of Funds (See Instructions)                                

--------------------------------------------------------------------------------

    5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)                                                  

--------------------------------------------------------------------------------

                      Nevada
6)  Citizenship or Place of Organization                              

--------------------------------------------------------------------------------
                                               -0-
7)       Sole Voting Power                  
 Number of        --------------------------------------------------------------
Shares Bene-                                                  -0-               
ficially         8)       Shared Voting Power                                 
 Owned by         --------------------------------------------------------------
Each Report-                                                  -0-               
ing Person        9)       Sole Dispositive Power                               
With              --------------------------------------------------------------
                                               -0-
10)      Shared Dispositive Power           
--------------------------------------------------------------------------------

                                                                       -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person      
--------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 
(See Instructions)                                            

--------------------------------------------------------------------------------
                                                                        -0-%
13) Percent of Class Represented by Amount in Row (11)                
--------------------------------------------------------------------------------
                                              CO
14) Type of Reporting Person (See Instructions)                       

--------------------------------------------------------------------------------

SC 13D/A 6th Page of 26 TOC 1st Previous Next ↓Bottom Just 6th
CUSIP No. 393648-40-7                                                           
--------------------------------------------------------------------------------

    1)  Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)                                               

One Realco Corporation, FEI No. 75-2338496        
--------------------------------------------------------------------------------

 2)  Check the Appropriate Box if a Member of a Group (See Instructions)
(a)                                                           
(b)                                                           
--------------------------------------------------------------------------------

3)  SEC Use Only                                                      

--------------------------------------------------------------------------------
                 AF/OO
4)  Source of Funds (See Instructions)                                

--------------------------------------------------------------------------------

    5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)                                                  

--------------------------------------------------------------------------------

                      Nevada
6)  Citizenship or Place of Organization                              

--------------------------------------------------------------------------------
                                                 9,860
7)       Sole Voting Power                  
 Number of        --------------------------------------------------------------
Shares Bene-                                                  -0-               
ficially         8)       Shared Voting Power                                 
 Owned by         --------------------------------------------------------------
Each Report-                                                  9,860             
ing Person        9)       Sole Dispositive Power                               
With              --------------------------------------------------------------
                                               -0-
10)      Shared Dispositive Power           
--------------------------------------------------------------------------------

                                                                         9,860
11) Aggregate Amount Beneficially Owned by Each Reporting Person      
--------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 
(See Instructions)                                            

--------------------------------------------------------------------------------
                                                                        2.9%
13) Percent of Class Represented by Amount in Row (11)                
--------------------------------------------------------------------------------
                                              CO
14) Type of Reporting Person (See Instructions)                       

--------------------------------------------------------------------------------

SC 13D/A 7th Page of 26 TOC 1st Previous Next ↓Bottom Just 7th
CUSIP No. 393648-40-7                                                           
--------------------------------------------------------------------------------

    1)  Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)                                               

     International Health Products, Inc., FEI No. 75-2302531
--------------------------------------------------------------------------------

 2)  Check the Appropriate Box if a Member of a Group (See Instructions)
(a)                                                           
(b)                                                           
--------------------------------------------------------------------------------

3)  SEC Use Only                                                      

--------------------------------------------------------------------------------
                 AF/OO
4)  Source of Funds (See Instructions)                                

--------------------------------------------------------------------------------

    5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)                                                  

--------------------------------------------------------------------------------

                      Nevada
6)  Citizenship or Place of Organization                              

--------------------------------------------------------------------------------
                                                 5,500
7)       Sole Voting Power                  
 Number of        --------------------------------------------------------------
Shares Bene-                                                  -0-               
ficially         8)       Shared Voting Power                                 
 Owned by         --------------------------------------------------------------
Each Report-                                                  5,500             
ing Person        9)       Sole Dispositive Power                               
With              --------------------------------------------------------------
                                               -0-
10)      Shared Dispositive Power           
--------------------------------------------------------------------------------

                                                                         5,500
11) Aggregate Amount Beneficially Owned by Each Reporting Person      
--------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 
(See Instructions)                                            

--------------------------------------------------------------------------------
                                                                        1.6%
13) Percent of Class Represented by Amount in Row (11)                
--------------------------------------------------------------------------------
                                              CO
14) Type of Reporting Person (See Instructions)                       

--------------------------------------------------------------------------------

SC 13D/A 8th Page of 26 TOC 1st Previous Next ↓Bottom Just 8th
CUSIP No. 393648-40-7                                                           
--------------------------------------------------------------------------------

    1)  Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)                                               

TacCo Financial, Inc., FEI No. 75-2442090         
--------------------------------------------------------------------------------

 2)  Check the Appropriate Box if a Member of a Group (See Instructions)
(a)                                                           
(b)                                                           
--------------------------------------------------------------------------------

3)  SEC Use Only                                                      

--------------------------------------------------------------------------------
                 AF/OO
4)  Source of Funds (See Instructions)                                

--------------------------------------------------------------------------------

    5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)                                                  

--------------------------------------------------------------------------------

                      Nevada
6)  Citizenship or Place of Organization                              

--------------------------------------------------------------------------------
                                                  12,125
7)       Sole Voting Power                  
 Number of        --------------------------------------------------------------
Shares Bene-                                                  -0-               
ficially         8)       Shared Voting Power                                 
 Owned by         --------------------------------------------------------------
Each Report-                                                  12,125            
ing Person        9)       Sole Dispositive Power                               
With              --------------------------------------------------------------
                                               -0-
10)      Shared Dispositive Power           
--------------------------------------------------------------------------------

                                                                      12,125
11) Aggregate Amount Beneficially Owned by Each Reporting Person      
--------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 
(See Instructions)                                            

--------------------------------------------------------------------------------
                                                                        3.5%
13) Percent of Class Represented by Amount in Row (11)                
--------------------------------------------------------------------------------
                                              CO
14) Type of Reporting Person (See Instructions)                       

--------------------------------------------------------------------------------

SC 13D/A 9th Page of 26 TOC 1st Previous Next ↓Bottom Just 9th
CUSIP No. 393648-40-7                                                           
--------------------------------------------------------------------------------

    1)  Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)                                               

Gene E. Phillips                                  
--------------------------------------------------------------------------------

 2)  Check the Appropriate Box if a Member of a Group (See Instructions)
(a)                                                           
(b)                                                           
--------------------------------------------------------------------------------

3)  SEC Use Only                                                      

--------------------------------------------------------------------------------
                 WC/OO
4)  Source of Funds (See Instructions)                                

--------------------------------------------------------------------------------

    5)  Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)                                                  

--------------------------------------------------------------------------------

                     Texas
6)  Citizenship or Place of Organization                              

--------------------------------------------------------------------------------
                                               -0-
7)       Sole Voting Power                  
 Number of        --------------------------------------------------------------
Shares Bene-                                                  -0-               
ficially         8)       Shared Voting Power                                 
 Owned by         --------------------------------------------------------------
Each Report-                                                  -0-               
ing Person        9)       Sole Dispositive Power                               
With              --------------------------------------------------------------
                                               -0-
10)      Shared Dispositive Power           
--------------------------------------------------------------------------------

                                                                       -0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person      
--------------------------------------------------------------------------------

12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares 
(See Instructions)                                            

--------------------------------------------------------------------------------
                                                                        0.0%
13) Percent of Class Represented by Amount in Row (11)                
--------------------------------------------------------------------------------
                                              CO
14) Type of Reporting Person (See Instructions)                       

--------------------------------------------------------------------------------

SC 13D/A 10th Page of 26 TOC 1st Previous Next ↓Bottom Just 10th
ITEM 1. SECURITY AND ISSUER                                                     

      This Amendment to Statement on Schedule 13D (this "Amendment No. 2")
relates to shares of Common Stock, par value $0.01 per share (the "Shares") of  
Greenbriar Corporation, a Nevada corporation (the "Company" or the "Issuer" or  
"GBR"), and amends the original Statement on Schedule 13D as amended by         
Amendment No. 1 to Statement on Schedule 13D (collectively the "Amended         
Statement") filed by the "Reporting Persons" described below. The principal     
executive offices of the Issuer are located at 14185 Dallas Parkway, Suite 650, 
Dallas, Texas 75254. The Shares were the result of a 20-for-1 reverse stock     
split in December 2001. The Shares are currently listed and traded on the       
American Stock Exchange, Inc. The CUSIP number of the Shares is 393648-40-7. On 
October 13, 2003, the Issuer declared a two-for-one stock split of the Shares to
holders of record on October 20, 2003. The Issuer has announced that "one new   
share . . ." will be issued for each outstanding share currently outstanding and
mailed on or about October 28, 2003. The term "Shares" does not give effect to  
the additional stock to be issued.                                              

         This Amendment No. 2 to Statement on Schedule 13D is being filed due to
the disposition by three of the Reporting Persons of all of their beneficial    
ownership of Shares, and to reflect the current ownership by the Reporting      
Persons as a result of the 20-for-1 reverse stock split effectuated by the      
Issuer in December 2001.                                                        

ITEM 2. IDENTITY AND BACKGROUND                                                 

      Item 2 of the Amended Statement is further amended by restating such
item as follows:                                                                

   (a)-(c) and (f). This Amendment No. 2 is being filed on behalf of
American Realty Trust, Inc., a Georgia corporation ("ART"), Basic Capital       
Management, Inc., a Nevada corporation ("BCM"), Nevada Sea Investments, Inc., a 
Nevada corporation ("Nevada Sea"), International Health Products, Inc., a Nevada
corporation ("IHPI"), One Realco Corporation (formerly Davister Corp.), a Nevada
corporation ("One Realco"), TacCo Financial, Inc. (formerly Institutional       
Capital Corporation), a Nevada corporation ("TFI"), Gene E. Phillips, an        
individual, and American Realty Investors, Inc., a Nevada corporation ("ARL").  
All of ART, BCM, Nevada Sea, IHPI, One Realco, TFI, Gene E. Phillips and ARL are
collectively referred to as the "Reporting Persons." The Reporting Persons may  
be deemed to constitute a "Person" within the meaning of Section 13d of the     
Securities Exchange Act of 1934, as amended, because ART is a wholly-owned      
subsidiary of ARL, and BCM owns approximately 58.2% of the outstanding shares of
Common Stock of ARL, and until June 30, 2003, served as the contractual advisor 
of ARL. Nevada Sea is a wholly-owned subsidiary of BCM. BCM is beneficially     
owned by a trust established for the benefit of the children of Gene E. Phillips
(the "May Trust") who, although he is not an officer or director of BCM or ARL, 
continues to have substantial contact with the management of BCM and ARL and has
a significant influence on matters as a                                         

-1- 

SC 13D/A 11th Page of 26 TOC 1st Previous Next ↓Bottom Just 11th
representative of the May Trust. IHPI is owned by a separate trust established  
for the benefit of the wife and children of Gene E. Phillips (the "Martin       
Trust"). IHPI is managed by Ken L. Joines who also manages other private        
entities owned by Mr. Phillips or his family trusts. Mr. Joines consults on a   
regular basis with Mr. Phillips regarding investments in marketable securities  
by IHPI. IHPI generally makes such investments with funds borrowed by BCM. One  
Realco and TFI are each owned by different parties but share the same principal 
place of business and the same principal office as IHPI. One Realco and TFI are 
managed by the same personnel who manage IHPI and other private companies owned 
by Gene E. Phillips or his family trusts. These personnel consult on a regular  
basis with Mr. Phillips regarding investments in marketable securities owned by 
One Realco and TFI. One Realco and TFI generally make such investments with     
funds borrowed from BCM. One Realco and TFI have their principal executive      
offices located at 555 Republic Drive, Suite 490, Plano, Texas 75074. Each of   
ARL, BCM, ART and Nevada Sea have their principal executive offices located at  
1800 Valley View Lane, Suite 300, Dallas, Texas 75234. IHPI maintains an office 
at 1800 Valley View Lane, Suite 100, Dallas, Texas 75234.                       

      I. BCM is a corporation organized and existing under the laws of the
State of Nevada. BCM's principal business activity until June 30, 2003, was 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 1       
attached hereto. Each of the individuals listed on Schedule 1 is a citizen of   
the United State of America. 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.                                    

    II. ARL is a real estate investment company organized and existing
under the laws of the State of Nevada. ARL's principal business activity is     
investments in real estate and securities of other entities which also invest in
real estate. The name, business address and capacity with ARL of each of the    
executive officers or directors of ARL are set forth on Schedule 2 attached     
hereto. Each of the individuals listed on Schedule 2 is a citizen of the United 
State of America. ARL is a publicly-held entity with securities listed on the   
New York Stock Exchange under the symbol "ARL."                                 

     III. ART is a real estate investment company organized and existing
under the laws of the State of Georgia. ART's principal business activities     
include investments in real estate and other business ventures. ART was a       
publicly-held entity first treated for tax purposes as a real estate investment 
trust in 1987. ART and other publicly-held real estate investment entities      
merged in August 2000 into wholly-owned subsidiaries of ARL. The name, business 
address and capacity with ART of each of the executive officers or directors of 
ART are set forth on Schedule 3 attached hereto. Each of the individuals listed 
on Schedule 3 is a citizen of the United State of America.                      

-2- 

SC 13D/A 12th Page of 26 TOC 1st Previous Next ↓Bottom Just 12th
       IV. Nevada Sea is a corporation organized and existing under the laws
of the State of Nevada. Nevada Sea's principal business activity is investment  
in real estate and securities of other business ventures. The name, business    
address and capacity with Nevada Sea of each of the executive officers or       
directors of Nevada Sea are set forth on Schedule 4 attached hereto. Each of the
individuals listed on Schedule 4 is a citizen of the United State of America.   

       V. IHPI is a corporation organized and existing under the laws of the
State of Nevada. IHPI's principal business activity is investments in real      
estate and marketable securities. The name, business address and capacity with  
IHPI of each of the executive officers or directors of IHPI are set forth on    
Schedule 5 attached hereto. Each of the individuals listed on Schedule 5 is a   
citizen of the United State of America.                                         

       VI. One Realco is a corporation organized and existing under the laws
of the State of Nevada. One Realco's principal business activity is investments 
in real estate and marketable securities and its day-to-day operations are      
managed by Ken L. Joines. One Realco is owned by two individuals and a limited  
liability company owned by a third individual. The name, business address and   
capacity with One Realco of each of the executive officers or directors of One  
Realco are set forth on Schedule 6 attached hereto. Each of the individuals     
listed on Schedule 6 is a citizen of the United State of America.               

        VII. TFI is a corporation organized and existing under the laws of the
State of Nevada. TFI's principal business activity is investments in real estate
and marketable securities and its day-to-day operations are managed by Ken L.   
Joines. TFI is owned by Electrical Networks, Inc. (75%) and Starr Investments,  
Inc. (25%). Electrical Networks, Inc. is a corporation which is owned by J.T.   
Tackett. Starr Investments, Inc. is a Texas corporation which is owned by E.    
Wayne Starr. The name, business address and capacity with TFI of each of the    
executive officers or directors of TFI are set forth on Schedule 7 attached     
hereto. Each of the individuals listed on Schedule 7 is a citizen of the United 
States of America.                                                              

        Mr. Gene E. Phillips' business address is 1800 Valley View Lane, Suite
300, Dallas, Texas 75234. Mr. Phillips' present principal occupation is an      
independent real estate investor. Mr. Phillips is also Chairman of the Board,   
President and Chief Executive Officer of Syntek West, Inc., a Nevada            
corporation, engaged in investment in real estate and marketable securities. Mr.
Phillips is a citizen of the United States of America.                          

         Individuals whose names are not listed on Schedules 1 through 7 who may
have previously been referred to as executive officers or directors of a        
particular entity in the Amended Statement no longer occupy those positions,    
each having resigned or been removed prior to the date of this Amendment No. 2. 

-3- 

SC 13D/A 13th Page of 26 TOC 1st Previous Next ↓Bottom Just 13th
       (d) During the last five years, none of the Reporting Persons nor any
of their respective executive officers or directors has been convicted in a     
criminal proceeding (excluding traffic violations and/or similar misdemeanors). 

        (e) On September 24, 2002, the Securities and Exchange Commission (the
"SEC") filed a civil complaint, Civil Action No. 1:02CV01872 (DDC), in a lawsuit
styled Securities and Exchange Commission v. Basic Capital Management, Inc. and 
Gene E. Phillips, and the SEC issued an Order Instituting Proceedings Pursuant  
to Section 21C of the Securities Exchange Act of 1934 (the "Exchange Act"),     
Making Findings and Imposing a Cease-and-Desist Order in The Matter of Basic    
Capital Management, Inc., Nevada Sea Investments, Inc., International Health    
Products, Inc., One Realco Corporation, TacCo Financial, Inc. and Gene E.       
Phillips (Administrative Proceedings File No. 3-10898, Administrative Procedure 
Release No. 46538). In anticipation of the Order, Mr. Gene E. Phillips, BCM, and
the four corporation affiliated with Mr. Phillips or the Trust for his children 
that indirectly owns BCM, Nevada Sea, IHPI, One Realco and TFI (together, the   
"Respondents") submitted an Offer of Settlement and consented, without admitting
or denying any of the allegations, to the entry of a judgment ordering Mr.      
Phillips and BCM to pay a civil penalty of $850,000.                            

    The Order finds, among other things, that the Respondents violated
Section 10(b) and 13(d) of the Exchange Act, as amended, Rules 10b-5, 13d-1 and 
13d-2 promulgated thereunder by failing to timely file reports required under   
Section 13(d) with respect to the securities of GBR. Although none of the       
Respondents purchased more than 5% of GBR's outstanding shares, their holdings  
together with the holdings of ART, amounted to approximately 16.1% by June 1997.
Between May 1996 and June 1997, the Respondents and ART accounted for           
approximately 54% of the total trading volume in GBR stock. On particular days  
during the period, Respondents bought all the GBR stock traded. The Order       
requires the Respondents to cease and desist from committing or causing any     
violation of Sections 10(b) and 13(d) of the Exchange Act and Rules 10b-5, 13d-1
and 13d-2 promulgated thereunder.                                               

         Except as set forth above, none of the Reporting 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 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 4. PURPOSE OF TRANSACTION                                                  

Each of the Reporting Persons which continue to own the Shares
described in Item 5 below hold such Shares to continue an investment position in
GBR. The Reporting Persons have no present plans or proposals which would result
in the Reporting Persons seeking to acquire the entire equity interest in the   
Issuer. Except as set forth herein,                                             

-4- 

SC 13D/A 14th Page of 26 TOC 1st Previous Next ↓Bottom Just 14th
the Reporting Persons have no present plans or proposals which relate to or     
would result in:                                                                

                  (a) The acquisition by any person of any additional securities
     of the Issuer or the disposition of securities of the Issuer except
        that the Reporting Persons may, if the appropriate opportunity exists,
         acquire additional securities of the Issuer in the future or dispose of
        any portion or all of the securities of the Issuer presently owned; or

                (b) An extraordinary corporate transaction such as a merger,
  reorganization or liquidation involving the Issuer or any of its
subsidiaries; or                                              

                (c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; or                         

                (d) A 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; or

            (e) Any material change in the present capitalization or
dividend policy of the Issuer; or                             

             (f) Any other material change in the Issuer's business or
corporate structure; or                                       

                  (g) Any 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
   Person's ownership of certain outstanding Shares may itself be an
   impediment to any change of control not approved by the Reporting
Persons); or                                                  

         (h) Causing a class of securities of the Issuer to be
  de-listed from a national securities exchange or to ceased to be
         authorized in an inter-dealer quotation system of a registered national
securities association; or                                    

                 (i) A class of equity securities the Issuer becoming eligible
     for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or                                              

            (j) Any action similar to any of those enumerated above.

ITEM 5. INTEREST AND SECURITIES OF ISSUER                                       

       (a) According to the latest information available from the Issuer, as
of August 19, 2003, the total number of issued and outstanding Shares was       
343,900 Shares before giving effect to the announced two-for-one                

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stock split to holders of record on October 20, 2003. As of October 28, 2003,   
after giving effect to the transaction described in (c) below, the Reporting    
Persons own and hold directly the following Shares:                             

                                                                [Download Table]

                              NO. OF SHARES     APPROXIMATE PERCENT
NAME                          OWNED DIRECTLY         OF CLASS      
                                                                   

ARL                                      -0-               0.00%   

ART                                      -0-               0.00%   

BCM                                       15               0.00%   

Nevada Sea                               -0-               0.00%   

One Realco                             9,860               2.90%   

IHPI                                   5,500               1.60%   

TFI                                   12,125               3.53%   

Gene E. Phillips                         -0-               0.00%   
                              --------------     --------------    

Totals:                               27,500               8.00%   
                              ==============     ==============    

         Pursuant to Rule 13d-3 under the Exchange Act, each of the directors of
ARL and ART may be deemed to beneficially owned the number of Shares directly   
owned by ART described above; each of the directors of BCM may be deemed to     
beneficially own the Shares held directly by BCM; each of the directors of BCM  
and Nevada Sea may be deemed to beneficially own the Shares held directly by    
Nevada Sea; each of the directors of One Realco may be deemed to beneficially   
own the Shares held directly by One Realco; each of the directors of IHPI may be
deemed to beneficially own the Shares held directly by IHPI; and each of the    
directors of TFI may be deemed to beneficially own the Shares held directly by  
TFI. 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:                             

                                                        [Enlarge/Download Table]

                                                   NO. OF SHARES                        
           NAME OF DIRECTOR       ENTITY         BENEFICIALLY OWNED     PERCENT OF CLASS
                                                                                        

Ryan T. Phillips                    BCM                       15               0.00%    
Mickey Ned Phillips                 BCM                       15               0.00     
Ted P. Stokely                      ARL                      -0-               0.00%    
Martin L. White                     ARL                      -0-               0.00%    
Earl D. Cecil                       ARL                      -0-               0.00%    
Henry A. Butler                     ARL                      -0-               0.00%    
Ronald E. Kimbrough          ART and Nevada Sea              -0-               0.00%    
Robert A. Waldman            ART and Nevada Sea              -0-               0.00%    
Ken L. Joines                       IHPI                   5,500               1.60%    
Ronald F. Akin                   One Realco                9,860               2.90%    
F. Terry Shumate                 One Realco                9,860               2.90%    
J.T. Tackett                        TFI                   12,125               3.53%    
E. Wayne Starr                      TFI                   12,125               3.53%    
                                                  --------------     --------------     

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                                                                [Download Table]

                                             NO. OF SHARES                        
           NAME OF DIRECTOR        ENTITY  BENEFICIALLY OWNED     PERCENT OF CLASS
                                                                                  

Total Units Beneficially owned by                                                 
Reporting Persons and Individuals                                                 
Listed Above:                                       27,500               8.00%    
                                            ==============     ==============     

     (b) Each of the directors of BCM share voting and dispositive power
over the 15 Shares held directly by BCM. Each of the directors of One Realco    
share voting and dispositive power over the 9,860 Shares held directly by One   
Realco. Each of the directors of IHPI share voting and dispositive power over   
the 5,560 Shares held directly by IHPI. Each of the directors of TFI share      
voting and dispositive power over the 12,125 Shares held directly by TFI.       

       (c) During the sixty calendar days ended October 28, 2003, except for
the transactions described below, the Reporting Persons and their executive     
officers and directors did not engage in any transaction in the Shares or any   
other equity interest derivative thereof. The following table sets forth the    
transactions in the Shares that have been effectuated during the sixty days     
ended October 28, 2003, all of which were sales in open market transactions at  
the prices per Share and dates specified:                                       

                                                                [Download Table]

                                   NO. OF    SALES PRICE
REPORTING PERSON  DATE OF SALE  SHARES SOLD   PER SHARE 
                                                        

      BCM           10/16/03        500          $12.75 
      BCM           10/16/03        500           11.45 
      BCM           10/16/03        500           10.26 
      BCM           10/16/03        200           10.30 
      BCM           10/16/03        300           10.50 
      BCM           10/16/03        500           10.20 
      BCM           10/17/03        500           10.35 
      BCM           10/17/03        500           10.45 
      BCM           10/17/03        500           10.60 
      BCM           10/17/03        500           10.50 
      BCM           10/17/03        500           10.50 
      BCM           10/17/03        500           10.80 
      BCM           10/17/03        500           10.63 
      BCM           10/17/03        500           10.65 
      BCM           10/20/03         47           11.50 
      BCM           10/20/03        500           11.65 
   Nevada Sea       10/20/03        500           12.00 
   Nevada Sea       10/20/03        500           12.00 
   Nevada Sea       10/20/03        500           11.35 
   Nevada Sea       10/20/03        300           12.25 
   Nevada Sea       10/21/03        600           12.50 
   Nevada Sea       10/21/03        200           12.51 
   Nevada Sea       10/21/03        800           12.25 


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                                                                [Download Table]
                                  

Nevada Sea  10/21/03     40  12.00
   ART      10/22/03    200  12.01
   ART      10/21/03    500  12.60
   ART      10/21/03    500  12.30
   ART      10/22/03  5,605  11.20
   ART      10/22/03    700  11.41
   ART      10/22/03    100  11.35
   ART      10/22/03    500  11.16
   ART      10/22/03    300  11.16
   ART      10/22/03    500  10.70
   ART      10/22/03    500  11.00
   ART      10/23/03    500  11.00
   ART      10/23/03     75  11.00
   ART      10/23/03    500  11.20
   ART      10/23/03    200  11.00
   IHPI     10/23/03    400  10.75
   IHPI     10/23/03    300  10.50
   IHPI     10/23/03    200  10.52
   IHPI     10/23/03    300  10.50
   IHPI     10/23/03    200  10.51
   IHPI     10/23/03    500  10.55
   IHPI     10/23/03    300  10.50
   IHPI     10/24/03    200  10.25
   IHPI     10/24/03    500  10.05
   IHPI     10/24/03  1,000  10.00
   IHPI     10/24/03  1,553   9.53
   IHPI     10/24/03    500  9.554
One Realco  10/24/03    500  10.00
One Realco  10/27/03    500  10.00
One Realco  10/27/03    200   9.50
One Realco  10/27/03    200   9.52
One Realco  10/27/03    500   9.75
One Realco  10/27/03    300   9.10
One Realco  10/27/03    500   9.50
One Realco  10/27/03    500   8.90
One Realco  10/27/03    500   9.50

    (d) No person other than the Reporting Persons or members of their
respective Boards of Directors is known to have the right to receive or the     
power to direct receipt of dividends from, or proceeds of sale of, the Shares of
GBR held by any of the Reporting Persons.                                       

         (e) After giving effect to the transactions described in subpart (c) of
this Item 5, Nevada Sea, ART and ARL each ceased to be the record or beneficial 
holder of any Shares and each ceased to be a "Reporting Person" with respect to 
the Shares.                                                                     

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ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER                                                        

       Item 6 of the Amended Statement is hereby further amended as follows:

         JRG Investment Co., Inc. is indebted to TFI pursuant to an Extended and
Consolidated Promissory Note signed November 9, 1992 but effective May 23, 1992 
in the stated principal amount of $5,700,000 (the "Consolidated Note") payable  
to the order of TFI, which Consolidated Note is secured by an Extended and      
Consolidated Pledge Agreement effective May 23, 1992 executed on behalf of JRG  
Investment Co., Inc. to and in favor of TFI (the "Pledge Agreement") pursuant to
which originally a number of securities were pledged to TFI as collateral for   
the Consolidated Note. The only collateral remaining at this time under the     
Pledge Agreement is 46,143 Shares of common stock of GBR. The sole stockholder  
of JRG Investment Co., Inc. was James R. Gilley, deceased. In connection with   
the Consolidated Note, James R. Gilley, then the sole shareholder of JRG        
Investment Co., Inc. also executed and delivered to TFI a Pledge Agreement      
effective May 23, 1992 (the "Gilley Pledge") pursuant to which as an            
accommodation pledge, Gilley pledged 2,500 shares of common stock of JRG        
Investment Co., Inc. (then all of the issued and outstanding stock) to TFI as   
additional collateral for the indebtedness represented by the Consolidated Note.
The Consolidated Note had a remaining principal balance at December 30, 2002 of 
$2,996,373. Although discussions have occurred between representatives of TFI   
and Sylvia M. Gilley about the Consolidated Note, its outstanding balance and   
the Pledge Agreement and the 46,143 Shares pledged to TFI, no action has been   
taken by TFI to foreclose on such 46,143 Shares as of the date of this          
Amendment.                                                                      

On or about November 1, 1992, the Secretary of State of Nevada
permanently revoked the charter of JRG Investment Co., Inc., but James R. Gilley
and others continued to make filings with the SEC reflecting JRG Investment Co.,
Inc.'s existence and ownership of certain securities, including the 46,143      
Shares of GBR covered by the Pledge Agreement. Sylvia M. Gilley is the surviving
spouse of James R. Gilley, deceased (who passed away December 30, 2002, having  
died intestate) and holds a community property interest in the 2,500 shares of  
common stock of JRG Investment Co., Inc. pledged to TFI pursuant to the Gilley  
Pledge.                                                                         

      Except as set forth in Item 5(c) and above, 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 of voting of any of the securities,     
finder's fees, joint ventures, loan or option arrangements, puts or calls,      
guarantees of profits, divisions of profits or losses, or the giving or         
withholding of proxies.                                                         

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS                                        

None.                                                         

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SIGNATURES

         After reasonable inquiry and to the best of the respective knowledge or
belief, the undersigned certify that the information set forth in this Amendment
No. 2 to Schedule 13D is true, complete and correct.                            

Dated: October 28, 2003.                                      

                                                        [Enlarge/Download Table]
                                                                                                            
BASIC CAPITAL MANAGEMENT, INC.                          AMERICAN REALTY INVESTORS, INC.                     

By: /s/ Ronald E. Kimbrough                             By: /s/ Ronald E. Kimbrough                         
    --------------------------------------------------      ------------------------------------------      
         Ronald E. Kimbrough, Executive Vice President           Ronald E. Kimbrough, Executive Vice        
         and Chief Financial Officer                             President and Chief Financial Officer      

AMERICAN REALTY TRUST, INC.                             NEVADA SEA INVESTMENTS, INC.                        

By: /s/ Ronald E. Kimbrough                             By: /s/ Ronald E. Kimbrough                         
    --------------------------------------------------      ------------------------------------------      
         Ronald E. Kimbrough, Executive Vice President           Ronald E. Kimbrough, Treasurer             
         and Chief Financial Officer                                                                        

INTERNATIONAL HEALTH PRODUCTS, INC.                     ONE REALCO CORPORATION                              

By: /s/ Ken L. Joines                                   By: /s/  F. Terry Shumate                           
    --------------------------------------------------      ------------------------------------------      
         Ken L. Joines, President and Treasurer                  F. Terry Shumate, Vice President, Secretary
                                                                 and Treasurer                              

TACCO FINANCIAL, INC.                                                                                       

By: /s/ Mary K. Willett                                 /s/ Gene E. Philips                                 
    --------------------------------------------------  ------------------------------------------          
         Mary K. Willett, Vice President and Secretary  Gene E. Phillips                                    

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SCHEDULE 1

 EXECUTIVE OFFICERS AND DIRECTORS OF

BASIC CAPITAL MANAGEMENT, INC.

                                                        [Enlarge/Download Table]

 NAME AND CAPACITY WITH BASIC CAPITAL                                   PRESENT BUSINESS IN WHICH     
           MANAGEMENT, INC.                      BUSINESS ADDRESS        EMPLOYMENT IS CONDUCTED      
                                                                                                      

Ryan T. Phillips, Director             1800 Valley View Lane       President, Signature Asset         
                                       Suite 300                   Management, Inc.                   
                                       Dallas, TX 75234                                               

Mickey Ned Phillips, Director          264 Rolling Hills Circle    President, Ned Phillips            
                                       Gaffney, SC 29340           Construction Company               

Ronald E. Kimbrough, Executive Vice    1800 Valley View Lane       Executive Vice President and Chief 
President and Chief Financial Officer  Suite 300                   Financial Officer, Prime Income    
                                       Dallas, TX 75234            Asset Management LLC               

Mark W. Branigan, Executive Vice       1800 Valley View Lane       Executive Vice President -         
President - Residential                Suite 300                   Residential, Prime Income Asset    
                                       Dallas, TX 75234            Management LLC                     

Louis J. Corna, Executive Vice         1800 Valley View Lane       Executive Vice President - Tax,    
President - Tax                        Suite 300                   Prime Income Asset Management LLC  
                                       Dallas, TX 75234                                               

Robert A. Waldman, Senior Vice         1800 Valley View Lane       Senior Vice President, General     
President, Secretary and General       Suite 300                   Counsel and Secretary, Prime Income
Counsel                                Dallas, TX 75234            Asset Management LLC               

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SCHEDULE 2

 EXECUTIVE OFFICERS AND DIRECTORS OF

 AMERICAN REALTY INVESTORS, INC.

                                                        [Enlarge/Download Table]

   NAME AND CAPACITY WITH AMERICAN                                 PRESENT BUSINESS IN WHICH EMPLOYMENT
        REALTY INVESTORS, INC.                   BUSINESS ADDRESS              IS CONDUCTED            
                                                                                                       

Ted P. Stokely, Director               1750 Valley View Lane       General Manager, Minority and       
                                       Suite 135                   Elderly Housing Assistance          
                                       Dallas, TX 75234            Foundation, Inc.                    

Martin L. White, Director              8051 Coach Drive            Chairman of the Board and Chief     
                                       Oakland, CA 94605           Executive Officer, Community Based  
                                                                   Developers, Inc.                    

Earl D. Cecil, Director                3780 Paseo Vista Famosa     Financial and Business Consultant   
                                       Rancho Santa Fe, CA 92091                                       

Henry A. Butler, Director              1800 Valley View Lane       Land Broker, Prime Income Asset     
                                       Suite 110                   Management LLC                      
                                       Dallas, TX 75234                                                

Ronald E. Kimbrough, Executive Vice    1800 Valley View Lane       Executive Vice President and Chief  
President and Chief Financial Officer  Suite 300                   Financial Officer, Prime Income     
                                       Dallas, TX 75234            Asset Management LLC                

Louis J. Corna, Executive Vice         1800 Valley View Lane       Executive Vice President - Tax,     
President - Tax                        Suite 300                   Prime Income Asset Management LLC   
                                       Dallas, TX 75234                                                

Mark W. Branigan, Executive Vice       1800 Valley View Lane       Executive Vice President -          
President - Residential                Suite 300                   Residential, Prime Income Asset     
                                       Dallas, TX 75234            Management LLC                      

Robert A. Waldman, Senior Vice         1800 Valley View Lane       Senior Vice President, General      
President, Secretary and General       Suite 300                   Counsel and Secretary, Prime Income 
Counsel                                Dallas, TX 75234            Asset Management LLC                

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SCHEDULE 3

 EXECUTIVE OFFICERS AND DIRECTORS OF

 AMERICAN REALTY TRUST, INC.

                                                        [Enlarge/Download Table]

   NAME AND CAPACITY WITH AMERICAN                                 PRESENT BUSINESS IN WHICH EMPLOYMENT
          REALTY TRUST, INC.                     BUSINESS ADDRESS              IS CONDUCTED            
                                                                                                       

Ronald E. Kimbrough, Director,         1800 Valley View Lane       Executive Vice President and Chief  
Executive Vice President and Chief     Suite 300                   Financial Officer, Prime Income     
Financial Officer                      Dallas, TX 75234            Asset Management LLC                

Robert A. Waldman, Director, Senior    1800 Valley View Lane       Senior Vice President, Secretary and
Vice President, Secretary and General  Suite 300                   General Counsel, Prime Income Asset 
Counsel                                Dallas, TX 75234            Management LLC                      

Louis J. Corna, Executive Vice         1800 Valley View Lane       Executive Vice President - Tax,     
President - Tax                        Suite 300                   Prime Income Asset Management LLC   
                                       Dallas, TX 75234                                                

Mark W. Branigan, Executive Vice       1800 Valley View Lane       Executive Vice President -          
President - Residential                Suite 300                   Residential, Prime Income Asset     
                                       Dallas, TX 75234            Management LLC                      

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SCHEDULE 4

 EXECUTIVE OFFICERS AND DIRECTORS OF

NEVADA SEA INVESTMENTS, INC.

                                                        [Enlarge/Download Table]

  NAME AND CAPACITY WITH NEVADA SEA                              PRESENT BUSINESS IN WHICH EMPLOYMENT
          INVESTMENTS, INC.                    BUSINESS ADDRESS              IS CONDUCTED            
                                                                                                     

Ronald E. Kimbrough, Director and    1800 Valley View Lane       Executive Vice President and Chief  
Treasurer                            Suite 300                   Financial Officer, Prime Income     
                                     Dallas, TX 75234            Asset Management LLC                

Robert A. Waldman, Director and      1800 Valley View Lane       Senior Vice President, Secretary and
Secretary                            Suite 300                   General Counsel, Prime Income Asset 
                                     Dallas, TX 75234            Management LLC                      

Louis J. Corna, Vice President       1800 Valley View Lane       Executive Vice President - Tax,     
                                     Suite 300                   Prime Income Asset Management LLC   
                                     Dallas, TX 75234                                                

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SCHEDULE 5

 EXECUTIVE OFFICERS AND DIRECTORS OF

 INTERNATIONAL HEALTH PRODUCTS, INC.

                                                        [Enlarge/Download Table]

 NAME AND CAPACITY WITH INTERNATIONAL                              PRESENT BUSINESS IN WHICH EMPLOYMENT
        HEALTH PRODUCTS, INC.                    BUSINESS ADDRESS              IS CONDUCTED            
                                                                                                       

Ken L. Joines, Director, President     1800 Valley View Lane       Vice President, Treasurer and       
and Treasurer                          Suite 300                   Secretary, Syntek West, Inc.        
                                       Dallas, TX 75234                                                

Ronald E. Kimbrough, Secretary         1800 Valley View Lane       Executive Vice President and Chief  
                                       Suite 300                   Financial Officer, Prime Income     
                                       Dallas, TX 75234            Asset Management LLC                

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SCHEDULE 6

 EXECUTIVE OFFICERS AND DIRECTORS OF

ONE REALCO CORPORATION

                                                        [Enlarge/Download Table]

                                                                    PRESENT BUSINESS IN WHICH EMPLOYMENT
  NAME AND CAPACITY WITH ONE REALCO                                             IS CONDUCTED            
             CORPORATION                          BUSINESS ADDRESS                                      
                                                                                                        

Ronald F. Akin, Director and President  1750 Valley View Lane       President, Sunridge Management      
                                        Suite 130                   Group, Inc.                         
                                        Dallas, TX 75234                                                

F. Terry Shumate, Director, Vice        1800 Valley View Lane       Member and Manager, DTS Holdings LLC
President, Secretary and Treasurer      Suite 100                                                       
                                        Dallas, TX 75234                                                

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SCHEDULE 7

 EXECUTIVE OFFICERS AND DIRECTORS OF

 TACCO FINANCIAL, INC.

                                                        [Enlarge/Download Table]

                                                                       PRESENT BUSINESS IN WHICH   
     NAME AND CAPACITY WITH TACCO                                       EMPLOYMENT IS CONDUCTED    
           FINANCIAL, INC.                        BUSINESS ADDRESS                                 
                                                                                                   

J.T. Tackett, Director, Chairman and  813 Grand Avenue              Employee, Lancewood Corporation
Chief Executive Officer               Glenwood Springs, CO 81601                                   

E. Wayne Starr, Director, President   931 Grand Avenue              President, Starr Western Real  
and Treasurer                         Glenwood Springs, CO 81601    Estate, Inc.                   

Mary K. Willett, Vice President and   1800 Valley View Lane         Employee, Syntek West, Inc.    
Secretary                             Suite 100                                                    
                                      Dallas, TX 75234

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘SC 13D/A’ Filing	Date	First	Last	Other Filings

Filed as of:	10/30/03
Filed on:	10/29/03			SC 13G
	10/28/03	10	19
	10/20/03	10	15	SC 13D/A
	10/16/03	1
	10/13/03	10
	8/19/03	14		10-Q
	6/30/03	10	11	10-Q, 4, NT 10-Q
	12/30/02	18
	9/24/02	13		4, SC 13D/A
	11/9/92	18
	11/1/92	18
	5/23/92	18
				List all Filings

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Filing Submission 0000950134-03-014140 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

American Realty Investors Inc, et al. – ‘SC 13D/A’ on 10/29/03 re: New Concept Energy, Inc.

On: Wednesday, 10/29/03, at 6:18pm ET · As of: 10/30/03 · Accession #: 950134-3-14140 · File #: 5-38763

Previous ‘SC 13D’: ‘SC 13D/A’ on 6/6/03 · Next: ‘SC 13D/A’ on 2/7/11 · Latest: ‘SC 13D/A’ on 6/29/20

Amendment to General Statement of Beneficial Ownership — Schedule 13DFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Amendment to General Statement of Beneficial Ownership — Schedule 13D
Filing Table of Contents