1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
AMERICAN REALTY INVESTORS, INC.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
029174-10-9
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(CUSIP Number)
Robert A. Waldman
1800 Valley View Lane, Suite 300
Dallas, Texas 75234
(469) 522-4366
(469) 522-4360 (Facsimile)
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 22, 2001
(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).
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CUSIP No. 029174-10-9
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Basic Capital Management, Inc., FEI No. 75-2261065
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3) SEC Use Only
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WC
4) Source of Funds (See Instructions)
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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Nevada
6) Citizenship or Place of Organization
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7) Sole Voting Power 6,218,458
Number of --------------------------------------------------------------
Shares Bene- 8) Shared Voting Power -0-
ficially --------------------------------------------------------------
Owned by 9) Sole Dispositive Power 6,218,458
Each Report- --------------------------------------------------------------
ing Person 10) Shared Dispositive Power -0-
With
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6,218,458
11) Aggregate Amount Beneficially Owned by Each Reporting Person
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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52.6%
13) Percent of Class Represented by Amount in Row (11)
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CO
14) Type of Reporting Person (See Instructions)
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CUSIP No. 029174-10-9
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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
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3) SEC Use Only
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OO
4) Source of Funds (See Instructions)
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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Texas
6) Citizenship or Place of Organization
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7) Sole Voting Power 27,602
Number of --------------------------------------------------------------
Shares Bene- 8) Shared Voting Power -0-
ficially --------------------------------------------------------------
Owned by 9) Sole Dispositive Power 27,602
Each Report- --------------------------------------------------------------
ing Person 10) Shared Dispositive Power -0-
With
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27,602
11) Aggregate Amount Beneficially Owned by Each Reporting Person
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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0.2%
13) Percent of Class Represented by Amount in Row (11)
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OO
14) Type of Reporting Person (See Instructions)
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CUSIP No. 029174-10-9
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Transcontinental Reality Investors, Inc., FEI No. 94-656582
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3) SEC Use Only
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OO
4) Source of Funds (See Instructions)
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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Nevada
6) Citizenship or Place of Organization
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7) Sole Voting Power 746,972
Number of --------------------------------------------------------------
Shares Bene- 8) Shared Voting Power -0-
ficially --------------------------------------------------------------
Owned by 9) Sole Dispositive Power 746,972
Each Report- --------------------------------------------------------------
ing Person 10) Shared Dispositive Power -0-
With
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746,972
11) Aggregate Amount Beneficially Owned by Each Reporting Person
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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6.3%
13) Percent of Class Represented by Amount in Row (11)
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CO
14) Type of Reporting Person (See Instructions)
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ITEM 1. SECURITY AND ISSUER
This Amendment to Statement on Schedule 13D (this "Amendment No. 1")
relates to shares of Common Stock, par value $0.01 per share (the "Shares") of
American Realty Investors, Inc., a Nevada corporation (the "Company" or the
"Issuer" or "ARL"), and amends the original Statement on Schedule 13D (the
"Statement") filed 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. 1 to Schedule 13D is being filed due to an increase
by more than one percent (1%) in the percentage ownership by Basic Capital
Management, Inc. ("BCM") of Shares during the period from January 2, 2001
through March 29, 2001 in part as a result in a decrease in the number of Shares
of the Issuer outstanding from the last reported amount outstanding.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Statement is amended to reflect a change of address for a
number of the "Reporting Persons" and their respective directors, officers and
affiliates to 1800 Valley View Lane, Suite 300, Dallas, Texas 75234 from 10670
N. Central Expressway, Suite 600, Dallas, Texas 75231, by restating such item as
follows:
(a)-(c) and (f) This Amendment No. 1 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"), and Transcontinental Realty Investors, Inc., a Nevada corporation
("TCI"), each of which has its principal executive offices located at 1800
Valley View Lane, Suite 300, Dallas, Texas 75234. All of BCM, GEP Trust and TCI
are collectively referred to as the "Reporting Persons." The Reporting Persons
may be deemed to constitute a "person" within the meaning of Section 13(d) of
the Securities Exchange Act of 1934, as amended, because BCM is beneficially
owned by a trust established for the benefit of Gene E. Phillips' children and
the executive officers of TCI are also executive officers of BCM. Mr. Phillips'
son, Ryan T. Phillips, serves as a director of BCM and is a beneficiary of the
GEP Trust. The executive officers of ARL are also executive officers of BCM and
TCI. BCM also serves as the contractual advisor to ARL and TCI.
I. BCM is a corporation organized and existing under the laws of the
State of Nevada. BCM's principal business activity is the provision of advisory
services for real estate and investment trusts and other real estate entities.
The name, business address and capacity with BCM of each of the executive
officers or directors of BCM are set forth on Schedule 1 attached hereto. Each
of the individuals listed on Schedule 1 is a citizen of the United States of
America. BCM is owned by Realty Advisors, Inc., a Nevada corporation. Realty
Advisors, Inc. is owned by a trust established for the benefit of the children
of Gene E. Phillips.
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II. The GEP Trust is a trust formed under the laws of the state of
Texas for the benefit of the children of Mr. Gene E. Phillips. The trustee of
the GEP Trust is Donald W. Phillips, brother of Gene E. Phillips.
Mr. Gene E. Phillips' business address is 1800 Valley View Lane, Suite
300, Dallas, Texas 75234. Mr. Gene E. Phillips' present principal occupation is
Chief Executive Officer and President of Syntek West, Inc. Mr. Gene E. Phillips
is a citizen of the United States of America.
Mr. Donald W. Phillips' business address is 1800 Valley View Lane,
Suite 300, Dallas, Texas 75234. Mr. Donald W. Phillips' present principal
occupation is President and owner of Big D Oil Field Equipment Sales. Mr. Donald
W. Phillips is a citizen of the United States of America.
III. TCI is a real estate investment company organized and existing
under the laws of the state of Nevada. TCI's principal business activity is
investment in real estate. The name, business address and capacity with TCI of
each of the executive officers or directors of TCI are set forth on Schedule 2
attached hereto. Each of the individuals listed on Schedule 2 is a citizen of
the United States of America.
Individuals whose names are not listed on Schedules 1 or 2 who may have
previously been referred to as executive officers or directors of BCM or TCI,
respectively, in the Statement no longer occupy those positions, each having
resigned or been removed prior to the date of this Amendment.
(d) During the last five years, none of BCM, GEP Trust or TCI, nor any
of their respective executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations and/or similar misdemeanors).
(e) During the last five years, none of BCM, GEP Trust or TCI, nor any
of their respective executive officers or directors has been a party to any
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The consideration paid to purchase the Shares described in Item 5 below
is from working capital of each of the Reporting Persons, and no part of the
purchase price is represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
Shares. Each of the Reporting Persons have in the past utilized (and my 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. Since
other securities are held in such accounts, it is impracticable at any time to
determine the amounts, if any, borrowed with respect to the Shares and interest
costs vary with applicable costs and account balances.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The Statement is hereby amended as follows:
(a) According to the latest information available from the Issuer, as of March
22, 2001, the total number of issued and outstanding Shares was 11,830,127
Shares. As of March 22, 2001, after giving effect to the transaction described
in (c) below and Item 1 above, the Reporting Persons own and hold directly and
beneficially the following Shares:
No. of Shares Approximate
Name Owned Directly % of Class
---- -------------- -----------
BCM 6,218,458 52.6%
GEP Trust 27,602 0.2%
TCI 746,972 6.3%
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TOTALS 6,993,032 59.1%
========= =====
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (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 TCI
may be deemed to beneficially own the Shares held directly by TCI; 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:
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No. of Shares % of
Name of Director Entity Beneficially Owned Class
---------------- ------ ------------------ -----
Ryan T. Phillips BCM and 6,246,060 52.8%
GEP Trust
Mickey Ned Phillips BCM 6,218,458 52.6%
Ted P. Stokely TCI 746,972 6.3%
R. Douglas Leonhard TCI 746,972 6.3%
Martin L. White TCI 746,972 6.3%
Edward G. Zampa TCI 746,972 6.3%
------- ----
Total Units beneficially d 6,993,032 59.1%
owned by Reporting Persons ========= =====
an individuals listed above
(b) Each of the directors of BCM share voting and dispositive power
over the 6,218,458 Shares held by BCM. 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 March 22, 2001, 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. The following table
sets forth the acquisition and disposition transactions in the Shares that have
been effectuated during the sixty days ended March 22, 2001:
NO. OF SHARES PRICE
ACQUIRED OR PER
REPORTING PERSON DATE (DISPOSED) SHARE TYPE OF TRANSACTION
BCM 12/26/00 900 $13.875 Open Market Purchase
BCM 12/27/00 5,000 $13.675 Open Market Purchase
BCM 12/27/00 900 $13.6875 Open Market Purchase
BCM 01/02/01 800 $13.50 Open Market Purchase
BCM 01/03/01 800 $13.50 Open Market Purchase
BCM 01/08/01 700 $12.875 Open Market Purchase
BCM 01/24/01 800 $13.75 Open Market Purchase
BCM 01/25/01 24,900 $14.25 Open Market Purchase
BCM 02/07/01 8,900 $13.90 Open Market Purchase
BCM 02/13/01 100 $13.50 Open Market Purchase
BCM 02/15/01 300 $13.55 Open Market Purchase
BCM 02/16/01 500 $13.50 Open Market Purchase
BCM 02/20/01 4,000 $13.50 Open Market Purchase
BCM 02/21/01 500 $13.45 Open Market Purchase
BCM 02/22/01 500 $13.40 Open Market Purchase
BCM 02/23/01 500 $13.40 Open Market Purchase
BCM 02/26/01 2,900 $13.35 Open Market Purchase
BCM 02/27/01 3,000 $12.80 Open Market Purchase
BCM 02/28/01 2,900 $12.80 Open Market Purchase
BCM 03/01/01 400 $12.60 Open Market Purchase
BCM 03/02/01 200 $12.75 Open Market Purchase
BCM 03/05/01 400 $12.75 Open Market Purchase
---
TOTAL: 59,900
======
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(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 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 Statement is hereby amended to read as follows:
BCM has pledged 161,070 Shares to Foothill Capital, pledged 737,100
Shares to Preferred Bank, and pledged 236,600 Shares to United Pacific Bank
pursuant to loan agreements with such lenders.
BCM has also pledged 1,050,000 Shares to Florida Community Bank as an
accommodation pledge in connection with a loan from such bank to American Realty
Trust, Inc. ("ART"). BCM has also pledged 54,600 Shares to First Enterprise Bank
as an accommodation pledge on behalf of David Morgan for a loan from such bank
to David Morgan.
All 746,972 Shares owned by TCI may be deemed to be "collateral" for
borrowings pursuant to margin or other account arrangements with Interfirst
Capital Corporation 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 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.
All 27,602 Shares owned by the GEP Trust may be deemed to be
"collateral" for borrowings pursuant to margin or other account arrangements
with Morgan Stanley Dean Witter relating to a brokerage account of the GEP
Trust, which is a stock margin account maintained by the GEP Trust with such
broker pursuant to customary brokerage account arrangements. Such standard
arrangements involve 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.
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Except as set forth in the preceding paragraph, 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.
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SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this Amendment No. 1
to Statement on Schedule 13D is true, complete and correct.
Dated: March 29, 2001.
BASIC CAPITAL MANAGEMENT, INC.
By: /s/ Karl L. Blaha
---------------------------------------
Karl L. Blaha, President
TRANSCONTINENTAL REALTY INVESTORS,
INC.
By: /s/ Karl L. Blaha
---------------------------------------
Karl L. Blaha, President
GENE E. PHILLIPS CHILDREN'S TRUST
By: /s/ Donald W. Phillips
---------------------------------------
Donald W. Phillips, Trustee
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SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS OF
BASIC CAPITAL MANAGEMENT, INC.
NAME AND CAPACITY WITH PRESENT BUSINESS IN
BASIC CAPITAL WHICH EMPLOYMENT IS
MANAGEMENT, INC. BUSINESS ADDRESS CONDUCTED
Ryan T. Phillips, 1800 Valley View Lane President, Signature
Director Suite 300 Asset Management, Inc.
Dallas, Texas 75234
Mickey Ned Phillips, 264 Rolling Hills Circle President, Ned Phillips
Director Gaffney, SC 29340 Construction Company
Karl L. Blaha, President 1800 Valley View Lane President, Basic Capital
Suite 300 Management, Inc.
Dallas, Texas 75234
Mark W. Branigan, 1800 Valley View Lane Executive Vice
Executive Vice President Suite 300 President, Basic Capital
and Chief Financial Dallas, Texas 75234 Management, Inc.
Officer
Bruce A. Endendyk, 1800 Valley View Lane Executive Vice
Executive Vice President Suite 300 President, Basic Capital
Dallas, Texas 75234 Management, Inc.
David W. Starowicz, 10670 N. Central Expwy. Executive Vice
Executive Vice President Suite 600 President, Basic Capital
- Acquisition, Sales and Dallas, Texas 75231 Management, Inc.
Construction
Rick Conley, Executive 1800 Valley View Lane Executive Vice
Vice President - Suite 300 President, Basic Capital
Marketing and Promotions Dallas, Texas 75234 Management, Inc.
Robert A. Waldman, 1800 Valley View Lane Senior Vice President,
Senior Vice President, Suite 300 General Counsel and
Secretary and General Dallas, Texas 75234 Secretary, Basic Capital
Counsel Management, Inc.
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SCHEDULE 2
EXECUTIVE OFFICERS AND DIRECTORS OF
TRANSCONTINENTAL REALTY INVESTORS, INC.
NAME AND CAPACITY WITH
TRANSCONTINENTAL REALTY PRESENT BUSINESS IN WHICH
INVESTORS, INC. BUSINESS ADDRESS EMPLOYMENT IS CONDUCTED
Ted P. Stokely, Chairman 1800 Valley View Lane General Manager, Minority
of the Board of Directors Suite 300 and Elderly Housing
Dallas, Texas 75234 Assistance Foundation,
Inc.
R. Douglas Leonhard, 13230 Hunters Lark Retired.
Director San Antonio, Texas 78230
Martin L. White, Director 8051 Coach Drive Chairman of the Board and
Oakland, California 94605 Chief Executive Officer of
Community Based
Developers, Inc.
Edward G. Zampa, Director No. Fifty Osgood Place General Partner, Edward G.
Suite 110 Zampa & Company
San Francisco, California
94133
Karl L. Blaha, President 1800 Valley View Lane President, Basic Capital
Suite 300 Management, Inc.
Dallas, Texas 75234
Mark W. Branigan, 1800 Valley View Lane Executive Vice President,
Executive Vice President Suite 300 Basic Capital Management,
and Chief Financial Dallas, Texas 75234 Inc.
Officer
Bruce A. Endendyk, 1800 Valley View Lane Executive Vice President,
Executive Vice President Suite 300 Basic Capital Management,
Dallas, Texas 75234 Inc.
David W. Starowicz, 1800 Valley View Lane Executive Vice President,
Executive Vice President - Suite 300 Basic Capital Management,
Acquisitions, Sales and Dallas, Texas 75234 Inc.
Construction
Robert A. Waldman, Senior 1800 Valley View Lane Senior Vice President,
Vice President, Secretary Suite 300 General Counsel and
and General Counsel Dallas, Texas 75234 Secretary, Basic Capital
Management, Inc.
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PRAGER, METZGER & KROEMER PLLC
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS, MEDIATORS & COUNSELORS
[PRAGER, METZGER & KROEMER PLLC LETTERHEAD]
April 3, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
RE: American Realty Investors, Inc. (Commission File No.
001-15633), CIK 0001102238
Gentlemen:
On behalf of the Reporting Persons named therein, we are delivering
under the EDGAR system for filing Amendment No. 1 to Schedule 13D with respect
to securities of American Realty Investors, Inc.
By copy of this letter, we are delivering a copy of the enclosure to
the Issuer at its principal executive office and to the New York Stock Exchange,
Inc. If you would like to discuss any matter concerning this filing, please
contact the undersigned at 214-740-5030 direct.
Very truly yours,
/s/ Steven C. Metzger
Steven C. Metzger
SCM:ag
Enclosure
cc: American Realty Investors, Inc.
1800 Valley View Lane, Suite 300
Dallas, Texas 75234
Attn: Robert A. Waldman, Senior Vice President,
General Counsel and Secretary
New York Stock Exchange, Inc.
20 Broad Street
New York, New York 10005