SEC Info - Basic Capital Management Inc, et al. - ‘SC 13D/A’ on 12/19/03 re: New Concept Energy, Inc.

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Basic Capital Management Inc, et al. – ‘SC 13D/A’ on 12/19/03 re: New Concept Energy, Inc.

On: Friday, 12/19/03, at 11:05am ET · Accession #: 950134-3-16902 · File #: 5-38763

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

12/19/03  Basic Capital Management Inc      SC 13D/A               1:35K  New Concept Energy, Inc.          RR Donnelley
          Gene E Phillips
          International Health Products Inc
          One Realco Corp
          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. 3 to Schedule 13D                       15     69K

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 Source and Amount of Funds or Other Consideration
1	1st Page - Filing Submission
7	Item 1. Security and Issuer
"	Item 2. Identity and Background
8	Item 3. Source and Amount of Funds or Other Consideration
"	Item 4. Purpose of Transaction
9	Item 5. Interest and Securities of Issuer
13	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
14	Item 7. Material to Be Filed as Exhibits

SC 13D/A 1st Page of 15 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. 3) 

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

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

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

Ken L. Joines 
1800 Valley View Lane, Suite 100
Dallas, Texas 75234 
214-750-5800
214-361-0964 (Facsimile)
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and 
Communications) 

October 28, 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 Rule 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 person'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 15 TOC 1st Previous Next ↓Bottom Just 2nd
                                                        [Enlarge/Download Table]
                                                                                                    
           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                                                                                   
----------------------------------------------------------------------------------------------------
(4)  SOURCE OF FUNDS (SEE INSTRUCTIONS)                                                             

     WC/OO                                                                                          
----------------------------------------------------------------------------------------------------
(5)  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO                               
     ITEMS 2(d) or 2(e) [ ]                                                                         
----------------------------------------------------------------------------------------------------
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION                                                           
     Nevada                                                                                         
----------------------------------------------------------------------------------------------------
NUMBER OF SHARES                (7)  SOLE VOTING POWER                                              
BENEFICIALLY OWNED BY                -0-                                                            
EACH REPORTING PERSON           --------------------------------------------------------------------
WITH:                           (8)  SHARED VOTING POWER                                            
                                     -0-                                                            
                                --------------------------------------------------------------------
                                (9)  SOLE DISPOSITIVE POWER                                         
                                     -0-                                                            
                                --------------------------------------------------------------------
                                (10) SHARED DISPOSITIVE POWER                                       
                                     -0-                                                            
----------------------------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                   
     -0-                                                                                            
----------------------------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                                             
     CERTAIN SHARES (SEE INSTRUCTIONS) [ ]                                                          
----------------------------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                             
     -0-%                                                                                           
----------------------------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                                    
     CO                                                                                             
----------------------------------------------------------------------------------------------------

SC 13D/A 3rd Page of 15 TOC 1st Previous Next ↓Bottom Just 3rd
                                                        [Enlarge/Download Table]
                                                                                                                    
         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                                                                                               
--------------------------------------------------------------------------------------------------------------------
(4)      SOURCE OF FUNDS (SEE INSTRUCTIONS)                                                                         

         AF/OO                                                                                                      
--------------------------------------------------------------------------------------------------------------------
(5)      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                                                       
         PURSUANT TO ITEMS 2(d) or 2(e) [ ]                                                                         
--------------------------------------------------------------------------------------------------------------------
(6)      CITIZENSHIP OR PLACE OF ORGANIZATION                                                                       
         Nevada                                                                                                     
--------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES         (7)    SOLE VOTING POWER                                                                   
BENEFICIALLY OWNED BY           10,624                                                                              
EACH REPORTING PERSON    -------------------------------------------------------------------------------------------
WITH:                    (8)    SHARED VOTING POWER                                                                 
                                -0-                                                                                 
                         -------------------------------------------------------------------------------------------
                         (9)    SOLE DISPOSITIVE POWER                                                              
                                10,624                                                                              
                         -------------------------------------------------------------------------------------------
                         (10)   SHARED DISPOSITIVE POWER                                                            
                                -0-                                                                                 
--------------------------------------------------------------------------------------------------------------------
(11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                               
         10,624                                                                                                     
--------------------------------------------------------------------------------------------------------------------
(12)     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                                                         
         CERTAIN SHARES (SEE INSTRUCTIONS) [ ]                                                                      
--------------------------------------------------------------------------------------------------------------------
(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                         
         1.5%                                                                                                       
--------------------------------------------------------------------------------------------------------------------
(14)     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                                                
         CO                                                                                                         
--------------------------------------------------------------------------------------------------------------------

SC 13D/A 4th Page of 15 TOC 1st Previous Next ↓Bottom Just 4th
                                                        [Enlarge/Download Table]
                                                                                                    
     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                                                                                   
----------------------------------------------------------------------------------------------------
(4)  SOURCE OF FUNDS (SEE INSTRUCTIONS)                                                             

     AF/OO                                                                                          
----------------------------------------------------------------------------------------------------
(5)  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                                           
     PURSUANT TO ITEMS 2(d) or 2(e) [ ]                                                             
----------------------------------------------------------------------------------------------------
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION                                                           
     Nevada                                                                                         
----------------------------------------------------------------------------------------------------
NUMBER OF SHARES              (7)  SOLE VOTING POWER                                                
BENEFICIALLY OWNED BY              9,970                                                            
EACH REPORTING PERSON         ----------------------------------------------------------------------
WITH:                         (8)  SHARED VOTING POWER                                              
                                   -0-                                                              
                              ----------------------------------------------------------------------
                              (9)  SOLE DISPOSITIVE POWER                                           
                                   9,970                                                            
                              ----------------------------------------------------------------------
                              (10) SHARED DISPOSITIVE POWER                                         
                                   -0-                                                              
----------------------------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                   
     9,970                                                                                          
----------------------------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                                             
     CERTAIN SHARES (SEE INSTRUCTIONS) [ ]                                                          
----------------------------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                             
     1.4%                                                                                           
----------------------------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                                    
     CO                                                                                             
----------------------------------------------------------------------------------------------------

SC 13D/A 5th Page of 15 TOC 1st Previous Next ↓Bottom Just 5th
                                                        [Enlarge/Download Table]
                                                                                                                    
         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                                                                                               
--------------------------------------------------------------------------------------------------------------------
(4)      SOURCE OF FUNDS (SEE INSTRUCTIONS)                                                                         

         AF/OO                                                                                                      
--------------------------------------------------------------------------------------------------------------------
(5)      CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                                                       
         PURSUANT TO ITEMS 2(d) or 2(e) [ ]                                                                         
--------------------------------------------------------------------------------------------------------------------
(6)      CITIZENSHIP OR PLACE OF ORGANIZATION                                                                       
         Nevada                                                                                                     
--------------------------------------------------------------------------------------------------------------------
NUMBER OF SHARES         (7)    SOLE VOTING POWER                                                                   
BENEFICIALLY OWNED BY           28,596                                                                              
EACH REPORTING PERSON    -------------------------------------------------------------------------------------------
WITH:                    (8)    SHARED VOTING POWER                                                                 
                                -0-                                                                                 
                         -------------------------------------------------------------------------------------------
                         (9)    SOLE DISPOSITIVE POWER                                                              
                                28,596                                                                              
                         -------------------------------------------------------------------------------------------
                         (10)   SHARED DISPOSITIVE POWER                                                            
                                -0-                                                                                 
--------------------------------------------------------------------------------------------------------------------
(11)     AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                               
         28,596                                                                                                     
--------------------------------------------------------------------------------------------------------------------
(12)     CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                                                         
         CERTAIN SHARES (SEE INSTRUCTIONS) [ ]                                                                      
--------------------------------------------------------------------------------------------------------------------
(13)     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                                         
         4.1%                                                                                                       
--------------------------------------------------------------------------------------------------------------------
(14)     TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                                                
         CO                                                                                                         
--------------------------------------------------------------------------------------------------------------------

SC 13D/A 6th Page of 15 TOC 1st Previous Next ↓Bottom Just 6th
                                                        [Enlarge/Download Table]
                                                                                                    
     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                                                                                   
----------------------------------------------------------------------------------------------------
(4)  SOURCE OF FUNDS (SEE INSTRUCTIONS)                                                             

     WC/OO                                                                                          
----------------------------------------------------------------------------------------------------
(5)  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED                                           
     PURSUANT TO ITEMS 2(d) or 2(e) [ ]                                                             
----------------------------------------------------------------------------------------------------
(6)  CITIZENSHIP OR PLACE OF ORGANIZATION                                                           
     Texas                                                                                          
----------------------------------------------------------------------------------------------------
NUMBER OF SHARES           (7)  SOLE VOTING POWER                                                   
BENEFICIALLY OWNED BY           -0-                                                                 
EACH REPORTING PERSON      -------------------------------------------------------------------------
WITH:                      (8)  SHARED VOTING POWER                                                 
                                -0-                                                                 
                           -------------------------------------------------------------------------
                           (9)  SOLE DISPOSITIVE POWER                                              
                                -0-                                                                 
                           -------------------------------------------------------------------------
                           (10) SHARED DISPOSITIVE POWER                                            
                                -0-                                                                 
----------------------------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON                                   
     -0-                                                                                            
----------------------------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                                             
     CERTAIN SHARES (SEE INSTRUCTIONS) [ ]                                                          
----------------------------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                                             
     0.0%                                                                                           
----------------------------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)                                                    
     CO                                                                                             
----------------------------------------------------------------------------------------------------

SC 13D/A 7th Page of 15 TOC 1st Previous Next ↓Bottom Just 7th
ITEM 1. SECURITY AND ISSUER                                                     

This Amendment to Statement on Schedule 13D (this "Amendment No. 3")  
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 Nos. 1 and 2 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 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" gives effect to the additional     
stock issued or to be issued.                                                   

  This Amendment No. 3 is being filed due to the disposition by certain of
the Reporting Persons of Shares.                                                

ITEM 2. IDENTITY AND BACKGROUND                                                 

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

 (a)-(c) and (f). This Amendment No. 3 is being filed on behalf of Basic
Capital Management, Inc., a Nevada corporation ("BCM"), 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") and  
Gene E. Phillips, an individual. All of BCM, IHPI, One Realco, TFI and Gene E.  
Phillips 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, 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, continues to
have substantial contact with the management of BCM and has a significant       
influence on matters as a 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.                                                             

-1- 

SC 13D/A 8th Page of 15 TOC 1st Previous Next ↓Bottom Just 8th
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                       

 In connection with the acquisition by TFI of 28,096 Shares described in
Item 5(c) below, at a total purchase price of $150,000 (approximately $5.34 per 
Share), TFI transferred to W. Michael Gilley, Trustee, a one-acre tract of land 
in Winston-Salem, North Carolina listed on the tax rolls for ad valorem tax     
purposes at a value of $215,200 as of September 1, 2003. Such real property was 
acquired by TFI from a Texas limited partnership, of which a subsidiary GBR is  
the general partner on September 10, 2003, at a total purchase price of $150,000
which included a $25,000 brokerage commission, all of which was paid by TFI at  
the closing at the purchase of such real property. No part of the purchase price
for the real property was represented by funds or other consideration borrowed  
or otherwise obtained for the purpose of acquiring, holding, trading or voting  
the securities. The 28,096 Shares acquired by TFI were acquired from seven      
family trusts in varying amounts described in Item 5(c) below, with W. Michael  
Gilley, Trustee of each of such trusts being the recipient of and the holder of 
title for the benefit of such trusts in the real property conveyed by TFI to W. 
Michael Gilley, Trustee.                                                        

ITEM 4. PURPOSE OF TRANSACTION                                                  

     Each of the Reporting Persons which continue to own the Shares described in
Item 5 below holds 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, 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 or dispose of any portion or all of its
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                                                         

-2- 

SC 13D/A 9th Page of 15 TOC 1st Previous Next ↓Bottom Just 9th
  (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 Persons'
    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 cease to be authorized in an inter-dealer
quotation system of a registered national securities association; or  

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

(j) any actions 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
November 3, after giving effect to the two-for-one split of Shares, to holders  
of record on October 20, 2003, the total number of issued and outstanding Shares
was 703,000 Shares, and 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 OWNED   APPROXIMATE PERCENT
NAME                          DIRECTLY              OF CLASS     
                                                                 
BCM                               -0-                 0.0%       
One Realco                     10,624                 1.5%       
IHPI                            9,970                 1.4%       
TFI                            28,596                 4.1%       
Gene E. Phillips                  -0-                 0.0%       
                               ------                 ---        
Totals:                        49,190                 7.0%       
                               ======                 ===        

     Pursuant to Rule 13d-3 under the Exchange Act, 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:   

-3- 

SC 13D/A 10th Page of 15 TOC 1st Previous Next ↓Bottom Just 10th
                                                                [Download Table]


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

Ryan T. Phillips                          BCM             -0-             0.0%  
Mickey Ned Phillips                       BCM             -0-             0.0%  
Ken L. Joines                            IHPI             9,970           1.4%  
Ronald F. Akin                        One Realco         10,624           1.5%  
F. Terry Shumate                      One Realco         10,624           1.5%  
J.T. Tackett                              TFI            28,596           4.1%  
E. Wayne Starr                            TFI            28,596           4.1%  
Total Units Beneficially owned by                                               
 Reporting Persons and Individuals                                              
 Listed Above:                                                                  
                                                         ------           ----  
                                                         49,190           7.0%  
                                                         ======           ====  

    (b) Each of the directors of One Realco share voting and dispositive power
over the 10,624 Shares held directly by One Realco. Each of the directors of    
IHPI share voting and dispositive power over the 9,970 Shares held directly by  
IHPI. Each of the directors of TFI share voting and dispositive power over the  
28,596 Shares held directly by TFI.                                             

    (c) During the sixty calendar days ended December 17, 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 pre-split 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 (all transactions from October 16   
2003 through October 27, 2003, were previously reported in Amendment No. 2 to   
Schedule 13D):                                                                  

                                                                [Download Table]

REPORTING                               NO. OF         SALES PRICE
 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  

-4- 

SC 13D/A 11th Page of 15 TOC 1st Previous Next ↓Bottom Just 11th
                                                                [Download Table]

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

----------                                                                      

   *Nevada Sea is Nevada Sea Investments, Inc., a wholly-owned subsidiary of
BCM, which ceased to be a "Reporting Person" with the filing of Amendment No. 2 
to Schedule 13D.                                                                

   **ART is American Realty Trust, Inc., a Georgia corporation, which ceased
to be a "Reporting Person" with the filing of Amendment No. 2 to Schedule 13D.  

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                                                                [Download Table]

                                           NO. OF        SALES PRICE
REPORTING PERSON       DATE OF SALE      SHARES SOLD     PER SHARE  
                                                                    
   One Realco            10/28/03            500            9.35    
   One Realco            10/28/03            500           9.152    
   One Realco            10/28/03            500            9.25    
   One Realco            10/28/03            500            9.05    
   One Realco            10/28/03            500            9.50    
   One Realco            10/28/03            500            9.20    
   One Realco            10/28/03             48            9.35    
       TFI               10/28/03            500            9.75    
       TFI               10/28/03            500            9.65    

  The following table sets forth the transactions in the post-split Shares
that have been effected after October 28, 2003, by the Reporting Persons, all of
which were sales in open market transactions at the prices per Share and on the 
dates specified:                                                                

                                                                [Download Table]

                                           NO. OF        SALES PRICE
REPORTING PERSON       DATE OF SALE      SHARES SOLD     PER SHARE  
                                                                    
    TFI                  10/29/03            500            5.03    
    TFI                  10/29/03          1,000            5.05    
    TFI                  10/29/03          1,000            5.25    
    TFI                  10/30/03          1,600            5.10    
    TFI                  10/31/03            500            4.25    
    TFI                  10/31/03            500            4.28    
    TFI                  10/31/03            500            4.25    
    TFI                  11/03/03            360            4.40    
    BCM                  11/03/03             30            4.40    
    IHPI                 11/06/03            200            5.20    
    IHPI                 11/06/03            500            5.15    
    IHPI                 11/06/03             30            5.05    
    IHPI                 11/06/03            300            5.05    
    TFI                  11/06/03          1,000            5.06    
    TFI                  11/06/03          1,000            5.05    
    TFI                  11/06/03            600            5.05    
    TFI                  11/06/03            500            5.15    
    TFI                  11/10/03            100            5.05    
    TFI                  11/10/03            200            4.95    
    TFI                  11/12/03          1,500            4.66    
    TFI                  11/12/03            700          4.6557    
    TFI                  11/12/03          1,500            4.10    
    TFI                  11/17/03          1,000            4.05    
    TFI                  11/17/03            500            3.95    
    TFI                  11/18/03            500            4.15    
    TFI                  11/18/03          1,000            4.05    
    TFI                  11/21/03            690            3.71    
One Realco               11/21/03          1,000            3.90    
One Realco               11/21/03          1,000            3.71    

On December 14, 2003, TFI acquired 28,096 post-split Shares from seven
family trusts of which W. Michael Gilley is the Trustee (the "Gilley Trusts").  
W. Michael Gilley is an adult son of James R. Gilley, deceased, the former chief
executive officer of GBR. TFI sold to W. Michael Gilley,                        

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Trustee (for the benefit of such trusts) a one-acre tract of land in            
Winston-Salem, North Carolina at a price of $150,000. The seven Gilley Trusts   
paid for such property by the transfer to TFI of 28,096 Shares at the total     
purchase price of $150,000 (approximately $5.34 per Share). The real property   
sold by TFI to W. Michael Gilley, Trustee, was acquired by TFI from a Texas     
limited partnership, of which a subsidiary of GBR is the general partner, on    
September 10, 2003 at a total purchase price of $150,000, which included a      
$25,000 brokerage commission. Of the total 28,096 post-split Shares acquired by 
TFI, 3,998 Shares were sold by The January Trust, 3,500 Shares were sold by The 
March Trust, 3,500 Shares were sold by The August Trust, 3,100 Shares were sold 
by The September Trust, 4,000 Shares were sold by The October Trust, 5,000      
Shares were sold by The November Trust, and 4,998 Shares were sold by The       
December Trust. W. Michael Gilley is the Trustee of each of such trusts. The    
transaction was concluded pursuant to an Exchange and Transfer Agreement dated  
December 14, 2003 among TFI and each of the seven Gilley Trusts.                

(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, BCM ceased to be the record or beneficial holder of any Shares and 
ceased to be a "Reporting Person" with respect to the Shares.                   

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

   Item 6 of the Amended Statement is hereby further amended and restated in
full 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 pre-split Shares (92,286 post-split 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 92,286 post-split Shares   
pledged to TFI, no action has                                                   

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SC 13D/A 14th Page of 15 TOC 1st Previous Next ↓Bottom Just 14th
been taken by TFI to foreclose on such 92,286 post-split 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 pre-split   
Shares (92,286 post-split 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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SC 13D/A Last Page of 15 TOC 1st Previous Next ↓Bottom Just 15th
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. 3 to Schedule 13D is true, complete and correct.                            

Dated: December 17, 2003.                                             

                                                                [Download Table]
                                                                          
BASIC CAPITAL MANAGEMENT, INC.        INTERNATIONAL HEALTH PRODUCTS, INC. 

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

TACCO FINANCIAL, INC.                 ONE REALCO CORPORATION              

By: /s/ Mary K. Willett               By: /s/ F. Terry Shumate            
    ---------------------------           --------------------------------
    Mary K. Willett, Vice                 F. Terry Shumate, Vice          
    President and Secretary               President, Secretary and        
                                          Treasurer                       

                                      /s/ Gene E. Phillips                
                                      ------------------------------------
                                      Gene E. Phillips                    

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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 on:	12/19/03			3
	12/17/03	10	15
	12/14/03	12	13
	10/28/03	1	12
	10/27/03	10
	10/20/03	7	9	SC 13D/A
	10/13/03	7
	9/10/03	8	13
	9/1/03	8
	12/30/02	13	14
	11/9/92	13
	11/1/92	14
	5/23/92	13
				List all Filings

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Filing Submission 0000950134-03-016902 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Basic Capital Management Inc, et al. – ‘SC 13D/A’ on 12/19/03 re: New Concept Energy, Inc.

On: Friday, 12/19/03, at 11:05am ET · Accession #: 950134-3-16902 · File #: 5-38763

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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