SEC Info - Basic Capital Management Inc, et al. - ‘SC 13D/A’ on 10/20/03 re: American Realty Investors Inc

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Basic Capital Management Inc, et al. – ‘SC 13D/A’ on 10/20/03 re: American Realty Investors Inc

On: Monday, 10/20/03, at 3:56pm ET · Accession #: 950134-3-13681 · File #: 5-59491

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

10/20/03  Basic Capital Management Inc      SC 13D/A               1:33K  American Realty Investors Inc     RR Donnelley
          Prime Income Asset Management, Inc.
          Realty Advisors, Inc.
          The Gene E. Phillips Children’s Trust
          Transcontinental Realty Investors, 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. 4 to Schedule 13D                       15     57K

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 in Securities of Issuer 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
9	Item 5. Interest in Securities of Issuer
11	Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

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. 4)

 AMERICAN REALTY INVESTORS, INC.
--------------------------------------------------------------------------------
(Name of Issuer)

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

 029174-10-9
--------------------------------------------------------------------------------
(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)

September 30, 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 15 TOC 1st Previous Next ↓Bottom Just 2nd
CUSIP No. 029174-10-9                                                           
--------------------------------------------------------------------------------

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

Basic Capital Management, Inc., FEI No. 75-2261065

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

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

(a)                                                         
(b)                                                         

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

3)   SEC Use Only                                                     

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

                            WC
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                             

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

                                             6,667,045
7)       Sole Voting Power                
Number of                                                                   
   Shares          -------------------------------------------------------------
Beneficially                                                    -0-             
Owned by         8)       Shared Voting Power                               
Each                                                                    
  Reporting        -------------------------------------------------------------
Person                                                 6,667,045          
With           9)       Sole Dispositive Power                          

                  --------------------------------------------------------------
                                                   -0-
10)      Shared Dispositive Power           

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

11)  Aggregate Amount Beneficially Owned by Each Reporting Person     
                                             6,667,045
--------------------------------------------------------------------------------

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

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

                                                                   58.6%
13)  Percent of Class Represented by Amount in Row (11)               

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

                                              CO
14)  Type of Reporting Person (See Instructions)                      

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

SC 13D/A 3rd Page of 15 TOC 1st Previous Next ↓Bottom Just 3rd
CUSIP No. 029174-10-9                                                 

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

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

                  The Gene E. Phillips Children's Trust, I.D. No. 13-6599759

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

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

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

3)   SEC Use Only                                                     

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

                            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                             

--------------------------------------------------------------------------------
                                                  27,602
7)       Sole Voting Power                  

  Number of       --------------------------------------------------------------
Shares                                                     -0-            
Beneficially      8)       Shared Voting Power                                  
Owned by                                                                    
    Each          --------------------------------------------------------------
Reporting                                                   27,602          
Person         9)       Sole Dispositive Power                            
With                                                                    
                  --------------------------------------------------------------
                                               -0-
10)      Shared Dispositive Power           

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

11)  Aggregate Amount Beneficially Owned by Each Reporting Person     
                                                  27,602
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                                                                  0.2%
13)  Percent of Class Represented by Amount in Row (11)               

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

                                              OO
14)  Type of Reporting Person (See Instructions)                      

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

SC 13D/A 4th Page of 15 TOC 1st Previous Next ↓Bottom Just 4th
CUSIP No. 029174-10-9                                                           

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

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

                  Transcontinental Realty Investors, Inc., FEI No. 94-656582

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

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

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

3)   SEC Use Only                                                     

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

--------------------------------------------------------------------------------
                                                   746,972
7)       Sole Voting Power                  
Number of                                                                   
   Shares          -------------------------------------------------------------
Beneficially                                                   -0-              
Owned by         8)       Shared Voting Power                               
Each                                                                    
  Reporting        -------------------------------------------------------------
Person                                                      746,972       
With           9)       Sole Dispositive Power                          

                  --------------------------------------------------------------
                                               -0-
10)      Shared Dispositive Power           

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

11)  Aggregate Amount Beneficially Owned by Each Reporting Person     
                                                     746,972
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                                          6.6%
13) Percent of Class Represented by Amount in Row (11)                

--------------------------------------------------------------------------------
                                              CO
14) Type of Reporting Person (See Instructions)                       

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

SC 13D/A 5th Page of 15 TOC 1st Previous Next ↓Bottom Just 5th
CUSIP No. 029174-10-9                                                           

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

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

               Prime Income Asset Management, Inc., FEI No. 04-3763526

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

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

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

3)   SEC Use Only                                                     

--------------------------------------------------------------------------------
                            WC
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                             

--------------------------------------------------------------------------------
                                                     1,437,208
7)       Sole Voting Power                  
Number of                                                                   
   Shares         --------------------------------------------------------------
Beneficially                                                        -0-         
Owned by        8)       Shared Voting Power                                
Each                                                                    
  Reporting       --------------------------------------------------------------
Person                                                     1,437,208      
With          9)       Sole Dispositive Power                           

                  --------------------------------------------------------------
                                                           -0-
10)      Shared Dispositive Power           

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

11)  Aggregate Amount Beneficially Owned by Each Reporting Person     
                                                     1,437,208
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                                                                   12.6%
13)  Percent of Class Represented by Amount in Row (11)               

--------------------------------------------------------------------------------
                                              CO
14)  Type of Reporting Person (See Instructions)                      

SC 13D/A 6th Page of 15 TOC 1st Previous Next ↓Bottom Just 6th
CUSIP No. 029174-10-9                                                           
--------------------------------------------------------------------------------

     1)   Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)                                             
                   Realty Advisors, Inc., FEI No. 75-2332715

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

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

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

3)   SEC Use Only                                                     

--------------------------------------------------------------------------------
                            WC
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         --------------------------------------------------------------
Beneficially                                                  -0-               
Owned by        8)       Shared Voting Power                                
Each                                                                    
  Reporting       --------------------------------------------------------------
Person                                                     -0-            
With          9)       Sole Dispositive Power                           

                  --------------------------------------------------------------
                                               -0-
10)      Shared Dispositive Power           

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

11)  Aggregate Amount Beneficially Owned by Each Reporting Person     
                                                 8,104,253
--------------------------------------------------------------------------------

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

--------------------------------------------------------------------------------
                                                           71.2%
13)  Percent of Class Represented by Amount in Row (11)               

--------------------------------------------------------------------------------
                                                            CO
14)  Type of Reporting Person (See Instructions)                      

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

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

        This Amendment No. 4 to Statement on Schedule 13D (this "Amendment No.
4") relates to shares of Common Stock, par value $0.01 per share (the "Shares") 
of American Realty Investors, Inc., a Nevada corporation (the "Issuer" or       
"ARL"), and further amends the original Statement on Schedule 13D as amended by 
Amendment Nos. 1, 2 and 3 thereto (the "Amended Statement") previously filed    
with the Securities and Exchange Commission (the "Commission") by the "Reporting
Persons" described below. The principal executive offices of the Issuer are     
located at 1800 Valley View Lane, Suite 300, Dallas, Texas 75234. The CUSIP     
number of the Shares is 029174-10-9.                                            

      This Amendment No. 4 to Schedule 13D is being filed due to transfers
among related parties of a block of 1,437,208 Shares at the same cost basis and 
a decrease by more than one percent (1%) in the percentage ownership by Basic   
Capital Management, Inc. ("BCM") of Shares during the period from May 1, 2003   
through September 30, 2003, as a result in the transfer as a block of 1,437,208 
Shares.                                                                         

ITEM 2. IDENTITY AND BACKGROUND                                                 

      This Amendment No. 4 is filed on behalf of Basic Capital Management,
Inc., a Nevada corporation ("BCM"), the Gene E. Phillips Children's Trust, a    
trust formed under the laws of the state of Texas (the "GEP Trust"),            
Transcontinental Realty Investors, Inc., a Nevada corporation ("TCI"), Realty   
Advisors, Inc., a Nevada corporation ("RAI") and Prime Income Asset Management, 
Inc., a Nevada corporation ("Prime"), each of which has its principal executive 
offices located at 1800 Valley View Lane, Suite 300, Dallas, Texas 75234. All of
BCM, GEP Trust, TCI, RAI and Prime are collectively referred to as the          
"Reporting Persons." The Reporting Persons may be deemed to constitute a        
"person" within the meaning of Section 13(d) of the Securities Exchange Act of  
1934, as amended, because BCM is owned by RAI which is beneficially owned by a  
trust established for the benefit of Gene E. Phillips' children. RAI also owns  
79% of the voting equity securities of Prime. The executive officers of TCI are 
also executive officers of BCM and Prime. Mr. Phillips' son, Ryan T. Phillips,  
serves as a director of BCM, Prime and RAI and is a beneficiary of the GEP      
Trust. The executive officers of ARL are also executive officers of BCM, Prime  
and TCI. Prime Income Asset Management, LLC, a Nevada corporation ("PIAMLLC"),  
the sole member of which is Prime, also serves as the contractual advisor to ARL
and TCI.                                                                        

       Item 2 of the Amended Statement is hereby further amended as follows:

       IV. RAI is a corporation organized and existing under the laws of the
State of Nevada. RAI is principally a holding company which owns interests in   
other entities which are engaged in the investment in real estate, mortgages and
related real estate activities. The name, business address and capacity with ARI
of each of the executive officers or directors of RAI are set forth on Schedule 
3 attached hereto. Each of the individuals listed on Schedule 3 is a citizen of 
the United States of America.                                                   

 -1-

SC 13D/A 8th Page of 15 TOC 1st Previous Next ↓Bottom Just 8th
        V. Prime is a corporation organized and existing under the laws of the
State of Nevada. Prime's principle business activity is provision of advisory   
services for real estate and investment trusts and other real estate entities.  
Certain of such services are provided through PIAMLLC of which Prime is the sole
member. The name, business address and capacity with Prime of each of the       
executive officers or directors of Prime are set forth on Schedule 4 attached   
hereto. Each of the individuals listed on Schedule 4 is a citizen of the United 
States of America. RAI owns 79% of the outstanding voting equity securities of  
Prime. The other 21% of the outstanding voting equity securities of Prime are   
owned by Syntek West, Inc., a Nevada corporation ("SWI"), all of the issued and 
outstanding common stock of which is owned by Gene E. Phillips.                 

     (d) During the last five years, none of BCM, GEP Trust, TCI, RAI or
Prime or any of their respective executive officers or directors has been       
convicted in a criminal proceeding (excluding traffic violations or similar     
misdemeanors).                                                                  

     (e) During the last five years, none of BCM, GEP Trust, TCI, RAI or
Prime or any of their respective executive officers or directors has been a     
party to any civil proceeding of a judicial or administrative body of competent 
jurisdiction which resulted in 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 violations with respect to such laws    
except as previously reported in Amendment No. 3 to Statement on Schedule 13D   
with respect to the civil complaint, Civil Action No. 1:02CV01872 (DDC) in which
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, International Health Products, Inc., One Realco Corporation,   
TacCo Financial, Inc. and Gene E. Phillips (Administrative Proceedings File No. 
3-10898, Administrative Procedure Release 46538). The Order requires the        
Respondents to cease and desist from committing or causing any violations of    
Sections 10(b) and 13(d) of the Exchange Act and Rules 10b-5, 13d-1 and 13d-2   
promulgated thereunder with respect to securities of Greenbriar Corporation.    

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION                       

        As described in Item 5(c) below, on September 30, 2003, BCM declared a
dividend in the total amount of $15,324,404.80 payable to its parent            
corporation, RAI, on its shares of common stock outstanding, which dividend was 
paid by distributing to RAI 1,437,208 Shares of ARL Common Stock at a           
transferee-cost-basis of $10.60 per share, which is the same amount of          
consideration paid by BCM to purchase such 1,437,208 Shares on May 1, 2003. Upon
receipt of such 1,437,208 Shares of ARL Common                                  

 -2-

SC 13D/A 9th Page of 15 TOC 1st Previous Next ↓Bottom Just 9th
Stock from BCM, RAI made a contribution to the capital of Prime in the amount of
$15,324,404.80 payable by delivery of the 1,437,208 Shares of Common Stock at a 
transferee-cost-basis of $10.60 per share resulting in Prime acquiring the      
1,437,208 Shares. No funds or other consideration was expended by any of BCM,   
RAI or Prime except for transfers of the 1,437,208 Shares at a                  
transferee-cost-basis of $10.60 per Share.                                      

         Each of the Reporting Persons have in the past utilized (and may in the
future utilize) margin accounts with various brokerage firms which accounts may,
from time to time, have debit balances and include certain of the Shares owned  
by each. Since other securities are held in such accounts, it is impracticable  
at any time to determine the amounts, if any, borrowed with respect to any      
specific Shares and interest costs vary with applicable costs and account       
balances.                                                                       

ITEM 5. INTEREST IN SECURITIES OF ISSUER                                        

The Amended Statement is hereby further amended as follows:   

       (a) According to the latest information available from the Issuer, as
of September 30, 2003, the total number of issued and outstanding Shares was    
11,375,127 Shares. As of September 30, 2003, after giving effect to the         
transactions described in (c) below, the Reporting Persons own and hold directly
and beneficially the following Shares:                                          

                                                                [Download Table]

                                  NO. OF SHARES OWNED      APPROXIMATE PERCENT
NAME                                   DIRECTLY                  OF CLASS     

                                                                              
BCM                                    6,667,045                   58.6%      
GEP Trust                                 27,602                    0.2%      
TCI                                      746,972                    6.6%      
RAI                                           -0-                    -0-      
Prime                                  1,437,208                  12.06%      
                                       ---------                 ------       
                                       8,878,727                  78.05%      
                                       =========                 ======       

     Pursuant to Rule 13d-3 under the Exchange Act, each of the directors of BCM
may be deemed to beneficially own the number of Shares owned by BCM described   
above; each of the directors of Prime may be deemed to beneficially own the     
number of Shares owned by Prime described above; each of the directors of RAI   
may be deemed to beneficially own the number of Shares owned by BCM and Prime   
described above; each of the directors of TCI may be deemed to beneficially own 
the number of Shares owned by TCI described above; Ryan T. Phillips as a        
beneficiary of the GEP Trust may be deemed to beneficially own the Shares held  
directly by the GEP Trust. 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, Prime,    8,131,855      71.5%  
                                              RAI and GEP                          
                                                 Trust                             
Donald W. Phillips                             GEP Trust        27,602       0.2%  
Mickey Ned Phillips                           BCM, Prime     8,104,253      71.2%  
                                                and RAI                            
Ted P. Stokely                                    TCI          746,972       6.6%  
Henry A. Butler                                   TCI          746,972       6.6%  
Martin L. White                                   TCI          746,972       6.6%  
Earl D. Cecil                                     TCI          746,972       6.6%  
                                                            ----------             
     Total Shares beneficially owned by                                            
     Reporting Persons and individuals listed above:         8,878,727      78.0%  
                                                            ==========     ======  

     (b) Each of the directors of BCM share voting and dispositive power
over the 6,667,045 Shares held by BCM. Each of the directors of Prime share     
voting and dispositive power over the 1,437,208 Shares held by Prime. Each of   
the directors of TCI have shared voting and dispositive power over the 746,972  
Shares held by TCI. The Trustee of the GEP Trust has complete voting and        
dispository power over the 27,602 Shares held by the GEP Trust.                 

      (c) During the sixty calendar days ended May 1, 2003, except for the
transactions that are described below, the Reporting Persons and their          
respective executive officers and directors did not engage in any transaction of
the Shares or any other equity interests derivative thereof. During the period  
from May 2, 2003 (the day after the date of Amendment No. 3), through September 
30, 2003, BCM acquired a net amount of 300 Shares in 2 open market transactions 
at prices ranging from $12.86 to $12.91 per Share. Such purchases increased     
BCM's ownership of Shares to 8,104,253 Shares prior to the dividend by BCM of   
1,437,208 Shares as of September 30, 2003. During the sixty calendar days ended 
September 30, 2003, none of the Reporting Persons effected any transaction in   
the Shares except for BCM's transfer of 1,437,208 Shares described below.       

     On May 1, 2003, BCM purchased from One Realco Corporation 1,437,209
Shares of Common Stock of ARL at a price of $10.60 per share in cash (an        
aggregate of $15,234,415). After giving effect to such transaction, One Realco  
Corporation ceased to own any Shares of Common Stock of ARL, and the then       
ownership by BCM of ARL Shares increased by 1,437,209. On September 30, 2003,   
BCM declared a dividend to RAI as the holder of all of the issued and           
outstanding shares of voting equity securities of BCM in an amount of           
$15,234,404.80, which dividend was paid by the distribution from BCM to RAI of  
1,437,208 Shares of ARL Common Stock at a transferee- basis of $10.60 per share.
On the same date, RAI made a contribution to the capital of Prime of            
$15,234,404.80 by the transfer and delivery of the 1,437,208 Shares of Common   
Stock of ARL at a transferee-basis of $10.60 per Share. After giving effect to  
the dividend and contribution to capital, Prime became the owner of 1,437,208   
Shares of Common Stock of ARL at a cost basis of $10.60 per Share, and the      
number of Shares of Common Stock of ARL owned by BCM decreased by 1,437,208     
Shares.                                                                         

-4- 

SC 13D/A 11th Page of 15 TOC 1st Previous Next ↓Bottom Just 11th
    (d) No person other than the Reporting Persons or their respective
Board of Directors or Trustees 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
ARL Common Stock held by BCM, TCI, Prime and the GEP Trust.                     

(e) Not applicable.                                           

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

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

    BCM pledged 250,000 Shares to Jacksonville Bank, 400,000 Shares to
Barbara Laken, and 3,209,694 Shares and 39,450 Shares (a total of 3,249,144     
Shares including the 1,437,208 Shares dividended to RAI and contributed to the  
capital of Prime) are pledged to Consolidated National Corporation pursuant to  
loan agreements with such lenders.                                              

         BCM also pledged 100,000 Shares to Beal Bank as an accommodation pledge
in connection with a loan from such lender to ARL. BCM pledged 355,000 Shares   
and 45,000 Shares (a total of 400,000 Shares) to RMR Investments as an          
accommodation pledge on behalf of ARL in connection with loans from RMR         
Investments to ARL which is also secured by real property. BCM has also pledged 
249,810 Shares to First Enterprise Bank as an accommodation pledge on behalf of 
Bordeaux Investments Two, LLC for a loan from such bank to Bordeaux Investments 
Two, LLC. BCM also pledged 1,025,100 Shares to Korean Development Bank as       
collateral as an accommodation pledge on behalf of TCI for a loan from such bank
to TCI.                                                                         

       Of the balance of the Shares owned by BCM, 2,430,199 are held in bank
and brokerage accounts along with other securities owned by BCM. As such, those 
2,430,199 Shares may be deemed to be "collateral" for any borrowings made from  
time to time pursuant to the customary margin or other account arrangements with
such banks and/or brokers. Such arrangements are standard involving margin      
securities of up to a specified percentage of market value of the Shares, as    
well as other securities in such account, bear interest at varying rates and    
contain only standard default and similar provisions, the operation of which    
should not give any other person immediate voting power or investment power over
the Shares.                                                                     

     Each of the loans pursuant to which Shares have been pledged by BCM
bear interest at varying rates and contain only standard default and similar    
provisions, the operation of which should not give any other person immediate   
voting power or investment power over the Shares.                               

      All 746,972 Shares owned by TCI may be deemed to be "collateral" for
borrowings pursuant to margin or other account arrangements with Sinex          
Securities LLC relating to a brokerage account of TCI, which is a stock margin  
account maintained by TCI with such broker pursuant to customary brokerage      
account arrangements. Such standard arrangements involve                        

-5- 

SC 13D/A 12th Page of 15 TOC 1st Previous Next ↓Bottom Just 12th
margin securities of up to a specified percentage of the market value of the    
Shares, as well as other securities in such account, bear interest at varying   
rates and contain only standard default and similar provisions, the operation of
which should not give any other person immediate voting power or investment     
power over the Shares.                                                          

        Except as set forth in the preceding paragraphs, the Reporting Persons
do not have any contracts, arrangements, understandings or relationships (legal 
or otherwise) with any person with respect to any securities of the Issuer,     
including but not limited to, transfer or voting of any of the securities,      
finders' fees, joint ventures, loan or option arrangements, puts or calls,      
guaranties of profits, divisions of profits, divisions of profits or loss, or   
the giving or withholding of proxies.                                           

-6- 

SC 13D/A 13th Page of 15 TOC 1st Previous Next ↓Bottom Just 13th
SIGNATURES

       After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certify that the information set forth in this Amendment No. 4  
to Statement on Schedule 13D is true, complete and correct.                     

Dated: October 20, 2003                                       

                  BASIC CAPITAL MANAGEMENT, INC.

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

                           TRANSCONTINENTAL REALTY INVESTORS, INC.

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

                       PRIME INCOME ASSET MANAGEMENT, INC.

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

         REALTY ADVISORS, INC.

               By: /s/ Ronald E. Kimbrough
                                      ------------------------------------------
                          Ronald E. Kimbrough, Treasurer

                     GENE E. PHILLIPS CHILDREN'S TRUST

              By: /s/ Donald W. Phillips
                                      ------------------------------------------
                       Donald W. Phillips, Trustee

-7- 

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SCHEDULE 3

 EXECUTIVE OFFICERS AND DIRECTORS OF

 REALTY ADVISORS, INC.

                                                                [Download Table]

  NAME AND CAPACITY WITH                              PRESENT BUSINESS IN WHICH 
  REALTY ADVISORS, 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,        264 Rolling Hills Circle  President, Ned Phillips   
Director                    Gaffney, SC 29340         Construction Company      

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

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

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

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

-8- 

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SCHEDULE 4

 EXECUTIVE OFFICERS AND DIRECTORS OF

 PRIME INCOME ASSET MANAGEMENT, INC.

                                                                [Download Table]

  NAME AND CAPACITY WITH                                                        
    PRIME INCOME ASSET                                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,        264 Rolling Hills Circle  President, Ned Phillips   
Director                    Gaffney, SC 29340         Construction Company      

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

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

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

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

-9-

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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:	10/20/03	13
	9/30/03	1	10	10-Q, 3, 4
	5/2/03	10		4, SC 13D/A
	5/1/03	7	10	4
				List all Filings

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Filing Submission 0000950134-03-013681 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Basic Capital Management Inc, et al. – ‘SC 13D/A’ on 10/20/03 re: American Realty Investors Inc

On: Monday, 10/20/03, at 3:56pm ET · Accession #: 950134-3-13681 · File #: 5-59491

Previous ‘SC 13D’: ‘SC 13D/A’ on 5/5/03 · Next: ‘SC 13D/A’ on 12/19/03 · Latest: ‘SC 13D/A’ on 11/19/08

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