SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
GREENBRIAR CORPORATION
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
393648100
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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)
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 16, 2003
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rules 13d-1(b)(3) or (4), check the following box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting persons's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 393648-40-7
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
American Realty Investors, Inc., FEI No. 75-2847135
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
WC/OO
4) Source of Funds (See Instructions)
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
--------------------------------------------------------------------------------
Nevada
6) Citizenship or Place of Organization
--------------------------------------------------------------------------------
-0-
7) Sole Voting Power
Number of --------------------------------------------------------------
Shares Bene- -0-
ficially 8) Shared Voting Power
Owned by --------------------------------------------------------------
Each Report- -0-
ing Person 9) Sole Dispositive Power
With --------------------------------------------------------------
-0-
10) Shared Dispositive Power
--------------------------------------------------------------------------------
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
-0-%
13) Percent of Class Represented by Amount in Row (11)
--------------------------------------------------------------------------------
CO
14) Type of Reporting Person (See Instructions)
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CUSIP No. 393648-40-7
--------------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
American Realty Trust, Inc., FEI No. 54-0697989
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
WC/OO
4) Source of Funds (See Instructions)
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
--------------------------------------------------------------------------------
Georgia
6) Citizenship or Place of Organization
--------------------------------------------------------------------------------
-0-
7) Sole Voting Power
Number of --------------------------------------------------------------
Shares Bene- -0-
ficially 8) Shared Voting Power
Owned by --------------------------------------------------------------
Each Report- -0-
ing Person 9) Sole Dispositive Power
With --------------------------------------------------------------
-0-
10) Shared Dispositive Power
--------------------------------------------------------------------------------
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
-0-%
13) Percent of Class Represented by Amount in Row (11)
--------------------------------------------------------------------------------
CO
14) Type of Reporting Person (See Instructions)
--------------------------------------------------------------------------------
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
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
WC/OO
4) Source of Funds (See Instructions)
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
--------------------------------------------------------------------------------
Nevada
6) Citizenship or Place of Organization
--------------------------------------------------------------------------------
15
7) Sole Voting Power
Number of --------------------------------------------------------------
Shares Bene- -0-
ficially 8) Shared Voting Power
Owned by --------------------------------------------------------------
Each Report- 15
ing Person 9) Sole Dispositive Power
With --------------------------------------------------------------
-0-
10) Shared Dispositive Power
--------------------------------------------------------------------------------
15
11) Aggregate Amount Beneficially Owned by Each Reporting Person
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
-0-%
13) Percent of Class Represented by Amount in Row (11)
--------------------------------------------------------------------------------
CO
14) Type of Reporting Person (See Instructions)
--------------------------------------------------------------------------------
CUSIP No. 393648-40-7
--------------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Nevada Sea Investments, Inc., FEI No. 75-2604949
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
AF/WC/OO
4) Source of Funds (See Instructions)
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
--------------------------------------------------------------------------------
Nevada
6) Citizenship or Place of Organization
--------------------------------------------------------------------------------
-0-
7) Sole Voting Power
Number of --------------------------------------------------------------
Shares Bene- -0-
ficially 8) Shared Voting Power
Owned by --------------------------------------------------------------
Each Report- -0-
ing Person 9) Sole Dispositive Power
With --------------------------------------------------------------
-0-
10) Shared Dispositive Power
--------------------------------------------------------------------------------
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
-0-%
13) Percent of Class Represented by Amount in Row (11)
--------------------------------------------------------------------------------
CO
14) Type of Reporting Person (See Instructions)
--------------------------------------------------------------------------------
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
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
AF/OO
4) Source of Funds (See Instructions)
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
--------------------------------------------------------------------------------
Nevada
6) Citizenship or Place of Organization
--------------------------------------------------------------------------------
9,860
7) Sole Voting Power
Number of --------------------------------------------------------------
Shares Bene- -0-
ficially 8) Shared Voting Power
Owned by --------------------------------------------------------------
Each Report- 9,860
ing Person 9) Sole Dispositive Power
With --------------------------------------------------------------
-0-
10) Shared Dispositive Power
--------------------------------------------------------------------------------
9,860
11) Aggregate Amount Beneficially Owned by Each Reporting Person
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
2.9%
13) Percent of Class Represented by Amount in Row (11)
--------------------------------------------------------------------------------
CO
14) Type of Reporting Person (See Instructions)
--------------------------------------------------------------------------------
CUSIP No. 393648-40-7
--------------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
International Health Products, Inc., FEI No. 75-2302531
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
AF/OO
4) Source of Funds (See Instructions)
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
--------------------------------------------------------------------------------
Nevada
6) Citizenship or Place of Organization
--------------------------------------------------------------------------------
5,500
7) Sole Voting Power
Number of --------------------------------------------------------------
Shares Bene- -0-
ficially 8) Shared Voting Power
Owned by --------------------------------------------------------------
Each Report- 5,500
ing Person 9) Sole Dispositive Power
With --------------------------------------------------------------
-0-
10) Shared Dispositive Power
--------------------------------------------------------------------------------
5,500
11) Aggregate Amount Beneficially Owned by Each Reporting Person
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
1.6%
13) Percent of Class Represented by Amount in Row (11)
--------------------------------------------------------------------------------
CO
14) Type of Reporting Person (See Instructions)
--------------------------------------------------------------------------------
CUSIP No. 393648-40-7
--------------------------------------------------------------------------------
1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
TacCo Financial, Inc., FEI No. 75-2442090
--------------------------------------------------------------------------------
2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
AF/OO
4) Source of Funds (See Instructions)
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
--------------------------------------------------------------------------------
Nevada
6) Citizenship or Place of Organization
--------------------------------------------------------------------------------
12,125
7) Sole Voting Power
Number of --------------------------------------------------------------
Shares Bene- -0-
ficially 8) Shared Voting Power
Owned by --------------------------------------------------------------
Each Report- 12,125
ing Person 9) Sole Dispositive Power
With --------------------------------------------------------------
-0-
10) Shared Dispositive Power
--------------------------------------------------------------------------------
12,125
11) Aggregate Amount Beneficially Owned by Each Reporting Person
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
3.5%
13) Percent of Class Represented by Amount in Row (11)
--------------------------------------------------------------------------------
CO
14) Type of Reporting Person (See Instructions)
--------------------------------------------------------------------------------
CUSIP No. 393648-40-7
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Gene E. Phillips
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
--------------------------------------------------------------------------------
3) SEC Use Only
--------------------------------------------------------------------------------
WC/OO
4) Source of Funds (See Instructions)
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
--------------------------------------------------------------------------------
Texas
6) Citizenship or Place of Organization
--------------------------------------------------------------------------------
-0-
7) Sole Voting Power
Number of --------------------------------------------------------------
Shares Bene- -0-
ficially 8) Shared Voting Power
Owned by --------------------------------------------------------------
Each Report- -0-
ing Person 9) Sole Dispositive Power
With --------------------------------------------------------------
-0-
10) Shared Dispositive Power
--------------------------------------------------------------------------------
-0-
11) Aggregate Amount Beneficially Owned by Each Reporting Person
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
--------------------------------------------------------------------------------
0.0%
13) Percent of Class Represented by Amount in Row (11)
--------------------------------------------------------------------------------
CO
14) Type of Reporting Person (See Instructions)
--------------------------------------------------------------------------------
ITEM 1. SECURITY AND ISSUER
This Amendment to Statement on Schedule 13D (this "Amendment No. 2")
relates to shares of Common Stock, par value $0.01 per share (the "Shares") of
Greenbriar Corporation, a Nevada corporation (the "Company" or the "Issuer" or
"GBR"), and amends the original Statement on Schedule 13D as amended by
Amendment No. 1 to Statement on Schedule 13D (collectively the "Amended
Statement") filed by the "Reporting Persons" described below. The principal
executive offices of the Issuer are located at 14185 Dallas Parkway, Suite 650,
Dallas, Texas 75254. The Shares were the result of a 20-for-1 reverse stock
split in December 2001. The Shares are currently listed and traded on the
American Stock Exchange, Inc. The CUSIP number of the Shares is 393648-40-7. On
October 13, 2003, the Issuer declared a two-for-one stock split of the Shares to
holders of record on October 20, 2003. The Issuer has announced that "one new
share . . ." will be issued for each outstanding share currently outstanding and
mailed on or about October 28, 2003. The term "Shares" does not give effect to
the additional stock to be issued.
This Amendment No. 2 to Statement on Schedule 13D is being filed due to
the disposition by three of the Reporting Persons of all of their beneficial
ownership of Shares, and to reflect the current ownership by the Reporting
Persons as a result of the 20-for-1 reverse stock split effectuated by the
Issuer in December 2001.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Amended Statement is further amended by restating such
item as follows:
(a)-(c) and (f). This Amendment No. 2 is being filed on behalf of
American Realty Trust, Inc., a Georgia corporation ("ART"), Basic Capital
Management, Inc., a Nevada corporation ("BCM"), Nevada Sea Investments, Inc., a
Nevada corporation ("Nevada Sea"), International Health Products, Inc., a Nevada
corporation ("IHPI"), One Realco Corporation (formerly Davister Corp.), a Nevada
corporation ("One Realco"), TacCo Financial, Inc. (formerly Institutional
Capital Corporation), a Nevada corporation ("TFI"), Gene E. Phillips, an
individual, and American Realty Investors, Inc., a Nevada corporation ("ARL").
All of ART, BCM, Nevada Sea, IHPI, One Realco, TFI, Gene E. Phillips and ARL are
collectively referred to as the "Reporting Persons." The Reporting Persons may
be deemed to constitute a "Person" within the meaning of Section 13d of the
Securities Exchange Act of 1934, as amended, because ART is a wholly-owned
subsidiary of ARL, and BCM owns approximately 58.2% of the outstanding shares of
Common Stock of ARL, and until June 30, 2003, served as the contractual advisor
of ARL. Nevada Sea is a wholly-owned subsidiary of BCM. BCM is beneficially
owned by a trust established for the benefit of the children of Gene E. Phillips
(the "May Trust") who, although he is not an officer or director of BCM or ARL,
continues to have substantial contact with the management of BCM and ARL and has
a significant influence on matters as a
-1-
representative of the May Trust. IHPI is owned by a separate trust established
for the benefit of the wife and children of Gene E. Phillips (the "Martin
Trust"). IHPI is managed by Ken L. Joines who also manages other private
entities owned by Mr. Phillips or his family trusts. Mr. Joines consults on a
regular basis with Mr. Phillips regarding investments in marketable securities
by IHPI. IHPI generally makes such investments with funds borrowed by BCM. One
Realco and TFI are each owned by different parties but share the same principal
place of business and the same principal office as IHPI. One Realco and TFI are
managed by the same personnel who manage IHPI and other private companies owned
by Gene E. Phillips or his family trusts. These personnel consult on a regular
basis with Mr. Phillips regarding investments in marketable securities owned by
One Realco and TFI. One Realco and TFI generally make such investments with
funds borrowed from BCM. One Realco and TFI have their principal executive
offices located at 555 Republic Drive, Suite 490, Plano, Texas 75074. Each of
ARL, BCM, ART and Nevada Sea have their principal executive offices located at
1800 Valley View Lane, Suite 300, Dallas, Texas 75234. IHPI maintains an office
at 1800 Valley View Lane, Suite 100, Dallas, Texas 75234.
I. BCM is a corporation organized and existing under the laws of the
State of Nevada. BCM's principal business activity until June 30, 2003, was the
provision of advisory services for real estate and investment trusts and other
real estate entities. The name, business address and capacity with BCM of each
of the executive officers or directors of BCM are set forth on Schedule 1
attached hereto. Each of the individuals listed on Schedule 1 is a citizen of
the United State of America. BCM is owned by Realty Advisors, Inc., a Nevada
corporation. Realty Advisors, Inc. is owned by a trust established for the
benefit of the children of Gene E. Phillips.
II. ARL is a real estate investment company organized and existing
under the laws of the State of Nevada. ARL's principal business activity is
investments in real estate and securities of other entities which also invest in
real estate. The name, business address and capacity with ARL of each of the
executive officers or directors of ARL are set forth on Schedule 2 attached
hereto. Each of the individuals listed on Schedule 2 is a citizen of the United
State of America. ARL is a publicly-held entity with securities listed on the
New York Stock Exchange under the symbol "ARL."
III. ART is a real estate investment company organized and existing
under the laws of the State of Georgia. ART's principal business activities
include investments in real estate and other business ventures. ART was a
publicly-held entity first treated for tax purposes as a real estate investment
trust in 1987. ART and other publicly-held real estate investment entities
merged in August 2000 into wholly-owned subsidiaries of ARL. The name, business
address and capacity with ART of each of the executive officers or directors of
ART are set forth on Schedule 3 attached hereto. Each of the individuals listed
on Schedule 3 is a citizen of the United State of America.
-2-
IV. Nevada Sea is a corporation organized and existing under the laws
of the State of Nevada. Nevada Sea's principal business activity is investment
in real estate and securities of other business ventures. The name, business
address and capacity with Nevada Sea of each of the executive officers or
directors of Nevada Sea are set forth on Schedule 4 attached hereto. Each of the
individuals listed on Schedule 4 is a citizen of the United State of America.
V. IHPI is a corporation organized and existing under the laws of the
State of Nevada. IHPI's principal business activity is investments in real
estate and marketable securities. The name, business address and capacity with
IHPI of each of the executive officers or directors of IHPI are set forth on
Schedule 5 attached hereto. Each of the individuals listed on Schedule 5 is a
citizen of the United State of America.
VI. One Realco is a corporation organized and existing under the laws
of the State of Nevada. One Realco's principal business activity is investments
in real estate and marketable securities and its day-to-day operations are
managed by Ken L. Joines. One Realco is owned by two individuals and a limited
liability company owned by a third individual. The name, business address and
capacity with One Realco of each of the executive officers or directors of One
Realco are set forth on Schedule 6 attached hereto. Each of the individuals
listed on Schedule 6 is a citizen of the United State of America.
VII. TFI is a corporation organized and existing under the laws of the
State of Nevada. TFI's principal business activity is investments in real estate
and marketable securities and its day-to-day operations are managed by Ken L.
Joines. TFI is owned by Electrical Networks, Inc. (75%) and Starr Investments,
Inc. (25%). Electrical Networks, Inc. is a corporation which is owned by J.T.
Tackett. Starr Investments, Inc. is a Texas corporation which is owned by E.
Wayne Starr. The name, business address and capacity with TFI of each of the
executive officers or directors of TFI are set forth on Schedule 7 attached
hereto. Each of the individuals listed on Schedule 7 is a citizen of the United
States of America.
Mr. Gene E. Phillips' business address is 1800 Valley View Lane, Suite
300, Dallas, Texas 75234. Mr. Phillips' present principal occupation is an
independent real estate investor. Mr. Phillips is also Chairman of the Board,
President and Chief Executive Officer of Syntek West, Inc., a Nevada
corporation, engaged in investment in real estate and marketable securities. Mr.
Phillips is a citizen of the United States of America.
Individuals whose names are not listed on Schedules 1 through 7 who may
have previously been referred to as executive officers or directors of a
particular entity in the Amended Statement no longer occupy those positions,
each having resigned or been removed prior to the date of this Amendment No. 2.
-3-
(d) During the last five years, none of the Reporting Persons nor any
of their respective executive officers or directors has been convicted in a
criminal proceeding (excluding traffic violations and/or similar misdemeanors).
(e) On September 24, 2002, the Securities and Exchange Commission (the
"SEC") filed a civil complaint, Civil Action No. 1:02CV01872 (DDC), in a lawsuit
styled Securities and Exchange Commission v. Basic Capital Management, Inc. and
Gene E. Phillips, and the SEC issued an Order Instituting Proceedings Pursuant
to Section 21C of the Securities Exchange Act of 1934 (the "Exchange Act"),
Making Findings and Imposing a Cease-and-Desist Order in The Matter of Basic
Capital Management, Inc., Nevada Sea Investments, Inc., International Health
Products, Inc., One Realco Corporation, TacCo Financial, Inc. and Gene E.
Phillips (Administrative Proceedings File No. 3-10898, Administrative Procedure
Release No. 46538). In anticipation of the Order, Mr. Gene E. Phillips, BCM, and
the four corporation affiliated with Mr. Phillips or the Trust for his children
that indirectly owns BCM, Nevada Sea, IHPI, One Realco and TFI (together, the
"Respondents") submitted an Offer of Settlement and consented, without admitting
or denying any of the allegations, to the entry of a judgment ordering Mr.
Phillips and BCM to pay a civil penalty of $850,000.
The Order finds, among other things, that the Respondents violated
Section 10(b) and 13(d) of the Exchange Act, as amended, Rules 10b-5, 13d-1 and
13d-2 promulgated thereunder by failing to timely file reports required under
Section 13(d) with respect to the securities of GBR. Although none of the
Respondents purchased more than 5% of GBR's outstanding shares, their holdings
together with the holdings of ART, amounted to approximately 16.1% by June 1997.
Between May 1996 and June 1997, the Respondents and ART accounted for
approximately 54% of the total trading volume in GBR stock. On particular days
during the period, Respondents bought all the GBR stock traded. The Order
requires the Respondents to cease and desist from committing or causing any
violation of Sections 10(b) and 13(d) of the Exchange Act and Rules 10b-5, 13d-1
and 13d-2 promulgated thereunder.
Except as set forth above, none of the Reporting Persons was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws, or finding
any violation with respect to such laws.
ITEM 4. PURPOSE OF TRANSACTION
Each of the Reporting Persons which continue to own the Shares
described in Item 5 below hold such Shares to continue an investment position in
GBR. The Reporting Persons have no present plans or proposals which would result
in the Reporting Persons seeking to acquire the entire equity interest in the
Issuer. Except as set forth herein,
-4-
the Reporting Persons have no present plans or proposals which relate to or
would result in:
(a) The acquisition by any person of any additional securities
of the Issuer or the disposition of securities of the Issuer except
that the Reporting Persons may, if the appropriate opportunity exists,
acquire additional securities of the Issuer in the future or dispose of
any portion or all of the securities of the Issuer presently owned; or
(b) An extraordinary corporate transaction such as a merger,
reorganization or liquidation involving the Issuer or any of its
subsidiaries; or
(c) A sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; or
(d) A change in the present Board of Directors or Management
of the Issuer, including any plans or proposals to change the number or
term of directors or to fill any existing vacancies on the Board; or
(e) Any material change in the present capitalization or
dividend policy of the Issuer; or
(f) Any other material change in the Issuer's business or
corporate structure; or
(g) Any changes in the Issuer's charter, Bylaws or instruments
corresponding thereto or other actions which may impede the acquisition
of control of the Issuer by any Person (except that the Reporting
Person's ownership of certain outstanding Shares may itself be an
impediment to any change of control not approved by the Reporting
Persons); or
(h) Causing a class of securities of the Issuer to be
de-listed from a national securities exchange or to ceased to be
authorized in an inter-dealer quotation system of a registered national
securities association; or
(i) A class of equity securities the Issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the
Exchange Act; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST AND SECURITIES OF ISSUER
(a) According to the latest information available from the Issuer, as
of August 19, 2003, the total number of issued and outstanding Shares was
343,900 Shares before giving effect to the announced two-for-one
-5-
stock split to holders of record on October 20, 2003. As of October 28, 2003,
after giving effect to the transaction described in (c) below, the Reporting
Persons own and hold directly the following Shares:
NO. OF SHARES APPROXIMATE PERCENT
NAME OWNED DIRECTLY OF CLASS
ARL -0- 0.00%
ART -0- 0.00%
BCM 15 0.00%
Nevada Sea -0- 0.00%
One Realco 9,860 2.90%
IHPI 5,500 1.60%
TFI 12,125 3.53%
Gene E. Phillips -0- 0.00%
-------------- --------------
Totals: 27,500 8.00%
============== ==============
Pursuant to Rule 13d-3 under the Exchange Act, each of the directors of
ARL and ART may be deemed to beneficially owned the number of Shares directly
owned by ART described above; each of the directors of BCM may be deemed to
beneficially own the Shares held directly by BCM; each of the directors of BCM
and Nevada Sea may be deemed to beneficially own the Shares held directly by
Nevada Sea; each of the directors of One Realco may be deemed to beneficially
own the Shares held directly by One Realco; each of the directors of IHPI may be
deemed to beneficially own the Shares held directly by IHPI; and each of the
directors of TFI may be deemed to beneficially own the Shares held directly by
TFI. Those individuals and the number of Shares deemed beneficially owned
pursuant to Rule 13d-3 and the approximate percent of the class, as well as the
relationship, are set forth in the following table:
NO. OF SHARES
NAME OF DIRECTOR ENTITY BENEFICIALLY OWNED PERCENT OF CLASS
Ryan T. Phillips BCM 15 0.00%
Mickey Ned Phillips BCM 15 0.00
Ted P. Stokely ARL -0- 0.00%
Martin L. White ARL -0- 0.00%
Earl D. Cecil ARL -0- 0.00%
Henry A. Butler ARL -0- 0.00%
Ronald E. Kimbrough ART and Nevada Sea -0- 0.00%
Robert A. Waldman ART and Nevada Sea -0- 0.00%
Ken L. Joines IHPI 5,500 1.60%
Ronald F. Akin One Realco 9,860 2.90%
F. Terry Shumate One Realco 9,860 2.90%
J.T. Tackett TFI 12,125 3.53%
E. Wayne Starr TFI 12,125 3.53%
-------------- --------------
-6-
NO. OF SHARES
NAME OF DIRECTOR ENTITY BENEFICIALLY OWNED PERCENT OF CLASS
Total Units Beneficially owned by
Reporting Persons and Individuals
Listed Above: 27,500 8.00%
============== ==============
(b) Each of the directors of BCM share voting and dispositive power
over the 15 Shares held directly by BCM. Each of the directors of One Realco
share voting and dispositive power over the 9,860 Shares held directly by One
Realco. Each of the directors of IHPI share voting and dispositive power over
the 5,560 Shares held directly by IHPI. Each of the directors of TFI share
voting and dispositive power over the 12,125 Shares held directly by TFI.
(c) During the sixty calendar days ended October 28, 2003, except for
the transactions described below, the Reporting Persons and their executive
officers and directors did not engage in any transaction in the Shares or any
other equity interest derivative thereof. The following table sets forth the
transactions in the Shares that have been effectuated during the sixty days
ended October 28, 2003, all of which were sales in open market transactions at
the prices per Share and dates specified:
NO. OF SALES PRICE
REPORTING PERSON DATE OF SALE SHARES SOLD PER SHARE
BCM 10/16/03 500 $12.75
BCM 10/16/03 500 11.45
BCM 10/16/03 500 10.26
BCM 10/16/03 200 10.30
BCM 10/16/03 300 10.50
BCM 10/16/03 500 10.20
BCM 10/17/03 500 10.35
BCM 10/17/03 500 10.45
BCM 10/17/03 500 10.60
BCM 10/17/03 500 10.50
BCM 10/17/03 500 10.50
BCM 10/17/03 500 10.80
BCM 10/17/03 500 10.63
BCM 10/17/03 500 10.65
BCM 10/20/03 47 11.50
BCM 10/20/03 500 11.65
Nevada Sea 10/20/03 500 12.00
Nevada Sea 10/20/03 500 12.00
Nevada Sea 10/20/03 500 11.35
Nevada Sea 10/20/03 300 12.25
Nevada Sea 10/21/03 600 12.50
Nevada Sea 10/21/03 200 12.51
Nevada Sea 10/21/03 800 12.25
-7-
Nevada Sea 10/21/03 40 12.00
ART 10/22/03 200 12.01
ART 10/21/03 500 12.60
ART 10/21/03 500 12.30
ART 10/22/03 5,605 11.20
ART 10/22/03 700 11.41
ART 10/22/03 100 11.35
ART 10/22/03 500 11.16
ART 10/22/03 300 11.16
ART 10/22/03 500 10.70
ART 10/22/03 500 11.00
ART 10/23/03 500 11.00
ART 10/23/03 75 11.00
ART 10/23/03 500 11.20
ART 10/23/03 200 11.00
IHPI 10/23/03 400 10.75
IHPI 10/23/03 300 10.50
IHPI 10/23/03 200 10.52
IHPI 10/23/03 300 10.50
IHPI 10/23/03 200 10.51
IHPI 10/23/03 500 10.55
IHPI 10/23/03 300 10.50
IHPI 10/24/03 200 10.25
IHPI 10/24/03 500 10.05
IHPI 10/24/03 1,000 10.00
IHPI 10/24/03 1,553 9.53
IHPI 10/24/03 500 9.554
One Realco 10/24/03 500 10.00
One Realco 10/27/03 500 10.00
One Realco 10/27/03 200 9.50
One Realco 10/27/03 200 9.52
One Realco 10/27/03 500 9.75
One Realco 10/27/03 300 9.10
One Realco 10/27/03 500 9.50
One Realco 10/27/03 500 8.90
One Realco 10/27/03 500 9.50
(d) No person other than the Reporting Persons or members of their
respective Boards of Directors is known to have the right to receive or the
power to direct receipt of dividends from, or proceeds of sale of, the Shares of
GBR held by any of the Reporting Persons.
(e) After giving effect to the transactions described in subpart (c) of
this Item 5, Nevada Sea, ART and ARL each ceased to be the record or beneficial
holder of any Shares and each ceased to be a "Reporting Person" with respect to
the Shares.
-8-
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
Item 6 of the Amended Statement is hereby further amended as follows:
JRG Investment Co., Inc. is indebted to TFI pursuant to an Extended and
Consolidated Promissory Note signed November 9, 1992 but effective May 23, 1992
in the stated principal amount of $5,700,000 (the "Consolidated Note") payable
to the order of TFI, which Consolidated Note is secured by an Extended and
Consolidated Pledge Agreement effective May 23, 1992 executed on behalf of JRG
Investment Co., Inc. to and in favor of TFI (the "Pledge Agreement") pursuant to
which originally a number of securities were pledged to TFI as collateral for
the Consolidated Note. The only collateral remaining at this time under the
Pledge Agreement is 46,143 Shares of common stock of GBR. The sole stockholder
of JRG Investment Co., Inc. was James R. Gilley, deceased. In connection with
the Consolidated Note, James R. Gilley, then the sole shareholder of JRG
Investment Co., Inc. also executed and delivered to TFI a Pledge Agreement
effective May 23, 1992 (the "Gilley Pledge") pursuant to which as an
accommodation pledge, Gilley pledged 2,500 shares of common stock of JRG
Investment Co., Inc. (then all of the issued and outstanding stock) to TFI as
additional collateral for the indebtedness represented by the Consolidated Note.
The Consolidated Note had a remaining principal balance at December 30, 2002 of
$2,996,373. Although discussions have occurred between representatives of TFI
and Sylvia M. Gilley about the Consolidated Note, its outstanding balance and
the Pledge Agreement and the 46,143 Shares pledged to TFI, no action has been
taken by TFI to foreclose on such 46,143 Shares as of the date of this
Amendment.
On or about November 1, 1992, the Secretary of State of Nevada
permanently revoked the charter of JRG Investment Co., Inc., but James R. Gilley
and others continued to make filings with the SEC reflecting JRG Investment Co.,
Inc.'s existence and ownership of certain securities, including the 46,143
Shares of GBR covered by the Pledge Agreement. Sylvia M. Gilley is the surviving
spouse of James R. Gilley, deceased (who passed away December 30, 2002, having
died intestate) and holds a community property interest in the 2,500 shares of
common stock of JRG Investment Co., Inc. pledged to TFI pursuant to the Gilley
Pledge.
Except as set forth in Item 5(c) and above, the Reporting Persons do
not have any contracts, arrangements, understandings or relationships (legal or
otherwise) with any Person with respect to any securities of the Issuer,
including, but not limited to, transfer of voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, divisions of profits or losses, or the giving or
withholding of proxies.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
-9-
SIGNATURES
After reasonable inquiry and to the best of the respective knowledge or
belief, the undersigned certify that the information set forth in this Amendment
No. 2 to Schedule 13D is true, complete and correct.
Dated: October 28, 2003.
BASIC CAPITAL MANAGEMENT, INC. AMERICAN REALTY INVESTORS, INC.
By: /s/ Ronald E. Kimbrough By: /s/ Ronald E. Kimbrough
-------------------------------------------------- ------------------------------------------
Ronald E. Kimbrough, Executive Vice President Ronald E. Kimbrough, Executive Vice
and Chief Financial Officer President and Chief Financial Officer
AMERICAN REALTY TRUST, INC. NEVADA SEA INVESTMENTS, INC.
By: /s/ Ronald E. Kimbrough By: /s/ Ronald E. Kimbrough
-------------------------------------------------- ------------------------------------------
Ronald E. Kimbrough, Executive Vice President Ronald E. Kimbrough, Treasurer
and Chief Financial Officer
INTERNATIONAL HEALTH PRODUCTS, INC. ONE REALCO CORPORATION
By: /s/ Ken L. Joines By: /s/ F. Terry Shumate
-------------------------------------------------- ------------------------------------------
Ken L. Joines, President and Treasurer F. Terry Shumate, Vice President, Secretary
and Treasurer
TACCO FINANCIAL, INC.
By: /s/ Mary K. Willett /s/ Gene E. Philips
-------------------------------------------------- ------------------------------------------
Mary K. Willett, Vice President and Secretary Gene E. Phillips
-10-
SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS OF
BASIC CAPITAL MANAGEMENT, INC.
NAME AND CAPACITY WITH BASIC CAPITAL PRESENT BUSINESS IN WHICH
MANAGEMENT, INC. BUSINESS ADDRESS EMPLOYMENT IS CONDUCTED
Ryan T. Phillips, Director 1800 Valley View Lane President, Signature Asset
Suite 300 Management, Inc.
Dallas, TX 75234
Mickey Ned Phillips, Director 264 Rolling Hills Circle President, Ned Phillips
Gaffney, SC 29340 Construction Company
Ronald E. Kimbrough, Executive Vice 1800 Valley View Lane Executive Vice President and Chief
President and Chief Financial Officer Suite 300 Financial Officer, Prime Income
Dallas, TX 75234 Asset Management LLC
Mark W. Branigan, Executive Vice 1800 Valley View Lane Executive Vice President -
President - Residential Suite 300 Residential, Prime Income Asset
Dallas, TX 75234 Management LLC
Louis J. Corna, Executive Vice 1800 Valley View Lane Executive Vice President - Tax,
President - Tax Suite 300 Prime Income Asset Management LLC
Dallas, TX 75234
Robert A. Waldman, Senior Vice 1800 Valley View Lane Senior Vice President, General
President, Secretary and General Suite 300 Counsel and Secretary, Prime Income
Counsel Dallas, TX 75234 Asset Management LLC
SCHEDULE 2
EXECUTIVE OFFICERS AND DIRECTORS OF
AMERICAN REALTY INVESTORS, INC.
NAME AND CAPACITY WITH AMERICAN PRESENT BUSINESS IN WHICH EMPLOYMENT
REALTY INVESTORS, INC. BUSINESS ADDRESS IS CONDUCTED
Ted P. Stokely, Director 1750 Valley View Lane General Manager, Minority and
Suite 135 Elderly Housing Assistance
Dallas, TX 75234 Foundation, Inc.
Martin L. White, Director 8051 Coach Drive Chairman of the Board and Chief
Oakland, CA 94605 Executive Officer, Community Based
Developers, Inc.
Earl D. Cecil, Director 3780 Paseo Vista Famosa Financial and Business Consultant
Rancho Santa Fe, CA 92091
Henry A. Butler, Director 1800 Valley View Lane Land Broker, Prime Income Asset
Suite 110 Management LLC
Dallas, TX 75234
Ronald E. Kimbrough, Executive Vice 1800 Valley View Lane Executive Vice President and Chief
President and Chief Financial Officer Suite 300 Financial Officer, Prime Income
Dallas, TX 75234 Asset Management LLC
Louis J. Corna, Executive Vice 1800 Valley View Lane Executive Vice President - Tax,
President - Tax Suite 300 Prime Income Asset Management LLC
Dallas, TX 75234
Mark W. Branigan, Executive Vice 1800 Valley View Lane Executive Vice President -
President - Residential Suite 300 Residential, Prime Income Asset
Dallas, TX 75234 Management LLC
Robert A. Waldman, Senior Vice 1800 Valley View Lane Senior Vice President, General
President, Secretary and General Suite 300 Counsel and Secretary, Prime Income
Counsel Dallas, TX 75234 Asset Management LLC
SCHEDULE 3
EXECUTIVE OFFICERS AND DIRECTORS OF
AMERICAN REALTY TRUST, INC.
NAME AND CAPACITY WITH AMERICAN PRESENT BUSINESS IN WHICH EMPLOYMENT
REALTY TRUST, INC. BUSINESS ADDRESS IS CONDUCTED
Ronald E. Kimbrough, Director, 1800 Valley View Lane Executive Vice President and Chief
Executive Vice President and Chief Suite 300 Financial Officer, Prime Income
Financial Officer Dallas, TX 75234 Asset Management LLC
Robert A. Waldman, Director, Senior 1800 Valley View Lane Senior Vice President, Secretary and
Vice President, Secretary and General Suite 300 General Counsel, Prime Income Asset
Counsel Dallas, TX 75234 Management LLC
Louis J. Corna, Executive Vice 1800 Valley View Lane Executive Vice President - Tax,
President - Tax Suite 300 Prime Income Asset Management LLC
Dallas, TX 75234
Mark W. Branigan, Executive Vice 1800 Valley View Lane Executive Vice President -
President - Residential Suite 300 Residential, Prime Income Asset
Dallas, TX 75234 Management LLC
SCHEDULE 4
EXECUTIVE OFFICERS AND DIRECTORS OF
NEVADA SEA INVESTMENTS, INC.
NAME AND CAPACITY WITH NEVADA SEA PRESENT BUSINESS IN WHICH EMPLOYMENT
INVESTMENTS, INC. BUSINESS ADDRESS IS CONDUCTED
Ronald E. Kimbrough, Director and 1800 Valley View Lane Executive Vice President and Chief
Treasurer Suite 300 Financial Officer, Prime Income
Dallas, TX 75234 Asset Management LLC
Robert A. Waldman, Director and 1800 Valley View Lane Senior Vice President, Secretary and
Secretary Suite 300 General Counsel, Prime Income Asset
Dallas, TX 75234 Management LLC
Louis J. Corna, Vice President 1800 Valley View Lane Executive Vice President - Tax,
Suite 300 Prime Income Asset Management LLC
Dallas, TX 75234
SCHEDULE 5
EXECUTIVE OFFICERS AND DIRECTORS OF
INTERNATIONAL HEALTH PRODUCTS, INC.
NAME AND CAPACITY WITH INTERNATIONAL PRESENT BUSINESS IN WHICH EMPLOYMENT
HEALTH PRODUCTS, INC. BUSINESS ADDRESS IS CONDUCTED
Ken L. Joines, Director, President 1800 Valley View Lane Vice President, Treasurer and
and Treasurer Suite 300 Secretary, Syntek West, Inc.
Dallas, TX 75234
Ronald E. Kimbrough, Secretary 1800 Valley View Lane Executive Vice President and Chief
Suite 300 Financial Officer, Prime Income
Dallas, TX 75234 Asset Management LLC
SCHEDULE 6
EXECUTIVE OFFICERS AND DIRECTORS OF
ONE REALCO CORPORATION
PRESENT BUSINESS IN WHICH EMPLOYMENT
NAME AND CAPACITY WITH ONE REALCO IS CONDUCTED
CORPORATION BUSINESS ADDRESS
Ronald F. Akin, Director and President 1750 Valley View Lane President, Sunridge Management
Suite 130 Group, Inc.
Dallas, TX 75234
F. Terry Shumate, Director, Vice 1800 Valley View Lane Member and Manager, DTS Holdings LLC
President, Secretary and Treasurer Suite 100
Dallas, TX 75234
SCHEDULE 7
EXECUTIVE OFFICERS AND DIRECTORS OF
TACCO FINANCIAL, INC.
PRESENT BUSINESS IN WHICH
NAME AND CAPACITY WITH TACCO EMPLOYMENT IS CONDUCTED
FINANCIAL, INC. BUSINESS ADDRESS
J.T. Tackett, Director, Chairman and 813 Grand Avenue Employee, Lancewood Corporation
Chief Executive Officer Glenwood Springs, CO 81601
E. Wayne Starr, Director, President 931 Grand Avenue President, Starr Western Real
and Treasurer Glenwood Springs, CO 81601 Estate, Inc.
Mary K. Willett, Vice President and 1800 Valley View Lane Employee, Syntek West, Inc.
Secretary Suite 100
Dallas, TX 75234