Washington, D.C. 20549
(Amendment No. 15)
Gene S. Bertcher
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and
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: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 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. 029174-10-9
1
|
name of reporting
person
Realty Advisors, LLC
|
2
|
check the appropriate box if a member of a group
|
(A)
(B)
|
|
3
|
sec use only
|
|
4
|
source of funds
WC and OO
|
5
|
check if disclosure
of legal proceedings is required pursuant to items 2(d) or 2(e)
|
o
|
6
|
citizenship or place
of organization
nevada
|
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole voting power
7,921,508
|
8
|
shared voting
power
-0-
|
9
|
sole dispositive power
7,921,508
|
10
|
shared dispositive
power
-0-
|
11
|
aggregate amount beneficially
owned by each reporting person
9,921,508
|
12
|
check box if the aggregate
amount in row (11) excludes certain shares
|
o
|
13
|
percent of class represented
by amount in row (11)
60.47%
|
14
|
type of reporting
person
OO
|
|
|
|
|
|
|
|
|
CUSIP No. 029174-10-9
1
|
name of reporting
person
RA Stock Holdings, Inc. (formerly, Prime Stock
Holdings, Inc.)
|
2
|
check the appropriate box if a member of a group
|
(A)
(B)
|
|
3
|
sec use only
|
|
4
|
source of funds
WC
|
5
|
check if disclosure
of legal proceedings is required pursuant to items 2(d) or 2(e)
|
o
|
6
|
citizenship or place
of organization
nevada
|
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole voting power
1,459,828
|
8
|
shared voting
power
-0-
|
9
|
sole dispositive power
1,459,828
|
10
|
shared dispositive
power
-0-
|
11
|
aggregate amount beneficially
owned by each reporting person
1,459,828
|
12
|
check box if the aggregate
amount in row (11) excludes certain shares
|
o
|
13
|
percent of class represented
by amount in row (11)
9.41%
|
14
|
type of reporting
person
CO
|
|
|
|
|
|
|
|
|
CUSIP No. 029174-10-9
1
|
name of reporting
person
Realty Advisors, Inc.
|
2
|
check the appropriate box if a member of a group
|
(A)
(B)
|
|
3
|
sec use only
|
|
4
|
source of funds
WC
|
5
|
check if disclosure
of legal proceedings is required pursuant to items 2(d) or 2(e)
|
o
|
6
|
citizenship or place
of organization
nevada
|
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole voting power
3,988,971
|
8
|
shared voting
power
-0-
|
9
|
sole dispositive power
3,988,971
|
10
|
shared dispositive
power
-0-
|
11
|
aggregate amount beneficially
owned by each reporting person
13,238,307
|
12
|
check box if the aggregate
amount in row (11) excludes certain shares
|
o
|
13
|
percent of class represented
by amount in row (11)
86.18%
|
14
|
type of reporting
person
CO
|
|
|
|
|
|
|
|
|
CUSIP No. 029174-10-9
1
|
name of reporting
person
Transcontinental Realty
Investors, Inc.
|
2
|
check the appropriate box if a member of a group
|
(A)
(B)
|
|
3
|
sec use only
|
|
4
|
source of funds
OO
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
o
|
6
|
citizenship or place
of organization
nevada
|
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole voting power
229,214
|
8
|
shared voting
power
-0-
|
9
|
sole dispositive power
229,214
|
10
|
shared dispositive
power
-0-
|
11
|
aggregate amount beneficially
owned by each reporting person
229,214
|
12
|
check box if the aggregate
amount in row (11) excludes certain shares
|
o
|
13
|
percent of class represented
by amount in row (11)
1.48%
|
14
|
type of reporting
person
CO
|
|
|
|
|
|
|
|
|
CUSIP No. 029174-10-9
1
|
name of reporting
person
The Gene E. Phillips
Children’s Trust
|
2
|
check the appropriate box if a member of a group
|
(A)
(B)
|
|
3
|
sec use only
|
|
4
|
source of funds
OO
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
o
|
6
|
citizenship or place
of organization
texas
|
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole voting power
27,602
|
8
|
shared voting
power
-0-
|
9
|
sole dispositive power
27,602
|
10
|
shared dispositive
power
-0-
|
11
|
aggregate amount beneficially
owned by each reporting person
27,602
|
12
|
check box if the aggregate
amount in row (11) excludes certain shares
|
o
|
13
|
percent of class represented
by amount in row (11)
0.1779%
|
14
|
type of reporting
person
OO
|
|
|
|
|
|
|
|
|
CUSIP No. 029174-10-9
1
|
name of reporting
person
May Realty Holdings, Inc. (formerly, Realty Advisors Management, Inc.)
|
2
|
check the appropriate box if a member of a group
|
(A)
(B)
|
|
3
|
sec use only
|
|
4
|
source of funds
WC
|
5
|
check if disclosure of legal proceedings is required pursuant to items 2(d) or 2(e)
|
o
|
6
|
citizenship or place
of organization
nevada
|
|
number
of
shares
beneficially
owned
by
each
reporting
person
with
|
7
|
sole voting power
-0-
|
8
|
shared voting
power
-0-
|
9
|
sole dispositive power
-0-
|
10
|
shared dispositive
power
-0-
|
11
|
aggregate amount beneficially
owned by each reporting person
13,370,307
|
12
|
check box if the aggregate
amount in row (11) excludes certain shares
|
o
|
13
|
percent of class represented
by amount in row (11)
86.18%
|
14
|
type of reporting
person
CO
|
|
|
|
|
|
|
|
|
Item 1. Security and Issuer
This Amendment No. 15 to
Statement on Schedule 13D (this “
Amendment No. 15
”) 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 through 14
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 1603 LBJ Freeway,
Suite 800, Dallas, Texas 75234. The Shares are listed and traded on the New York Stock Exchange (“
NYSE
”). The
CUSIP number of the Shares is 029174-10-9.
This Amendment No. 15 to
Schedule 13D is being filed to reflect the acquisition and May 10, 2017, receipt of 132,000 Shares (0.85% of the outstanding Shares)
by one of the Reporting Persons. See item 5(c) below.
Item 2. Identity and Background
Item 2 of the Amended Statement
is hereby further amended as follows:
(a)-(c) This
Amendment No. 15 is filed on behalf of 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
”),
May Realty Holdings, Inc. (formerly, Realty Advisors Management, Inc.), a Nevada corporation (“
MRHI
”), Realty
Advisors, Inc., a Nevada corporation (“
RAI
”), the sole stockholder of which is MRHI, Realty Advisors, LLC, a
Nevada limited liability company (“
RALLC
”), the sole member of which is RAI and RA Stock Holdings, Inc. (formerly,
Prime Stock Holdings, Inc.), a Nevada corporation (“
Holdings
”), which is wholly owned by RALLC. Each of the
Reporting Persons has its principal executive offices located at 1603 LBJ Freeway, Suite 300, Dallas, Texas 75234. All of GEP Trust,
TCI, MRHI, RAI, RALLC and Holdings 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 Holdings is owned by RALLC, the sole member of which is RAI, the sole stockholder of which is MRHI, which is
beneficially owned by a trust established for the benefit of Gene E. Phillips’ children. RALLC owns all of the voting securities
of Holdings. The executive officers of TCI are also executive officers of MRHI, RAI and RALLC. Mr. Phillips’ son, Bradford
A. Phillips, serves as a Vice President of MRHI and is a beneficiary of the GEP Trust. The executive officers of ARL are also executive
officers of TCI.
Item 3. Source and Amount of Funds or Other
Consideration
The funds utilized by RALLC
to acquire the 132,000 Shares described in Item 5(c) below came from the working capital funds of RALLC.
Item 5. Interest in Securities of the Issuer
The Amended Statement is
hereby further amended as follows:
(a) According
to the latest information available from the Issuer, as of March 31, 2017, the total number of issued and outstanding Shares was
15,514,360. As of May 10, 2017, after giving effect to the transaction described in item 5(c), the Reporting Persons own and hold
directly and beneficially the following Shares as of May 10, 2017:
Name
|
No. of Shares Owned Directly
|
Approximate Percent of Class
|
GEP Trust
|
27,602
|
0.178%
|
TCI
|
229,214
|
1.48%
|
RALLC
|
7,921,5086
|
60.4
7
%
|
RAI
|
3,988,971
|
25.71%
|
MRHI
|
-0-
|
0.00%
|
Holdings
|
1,459,828
|
9.41%
|
|
13,627,123
|
87.78%
|
Pursuant to
Rule 13d-3 under the Exchange Act, each of the directors of Holdings may be deemed to beneficially own the number of Shares owned
by Holdings described above; each of the directors of MRHI may be deemed to beneficially own the number of Shares owned by RAI,
RALLC and Holdings described above; each of the managers of RALLC may be deemed to beneficially own the number of Shares beneficially
owned by RALLC and Holdings; each of the directors of RAI may be deemed to beneficially own the number of Shares owned by RALLC
and Holdings described above; each of the directors of TCI may be deemed to beneficially own the number of Shares owned by TCI
described above; the Trustees 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, as of May 10, 2017, are set forth in the following table:
Name of Director
and/or Manager
|
Entity
|
No. of Shares Beneficially Owned
|
Percent of Class
|
Donald W. Phillips
|
GEP Trust
|
27,602
|
0.178%
|
Mickey Ned Phillips
|
RALLC, RAMI,
Holdings, and RAI
|
13,370,307
|
86.18%
|
Henry A. Butler
|
TCI
|
229,214
|
1.48%
|
Robert A. Jakuszewski
|
TCI
|
229,214
|
1.48%
|
Ted R. Munselle
|
TCI
|
229,214
|
1.48%
|
Raymond D. Roberts
|
TCI
|
229,214
|
1.48%
|
Gene S. Bertcher
|
RALLC and
Holdings
|
13,370,307
|
86.18%
|
Daniel J. Moos+
|
RALLC and
Holdings
|
13,238,307
|
86.18%
|
Total Shares beneficially owned by Reporting
Persons and individuals listed above:
|
13,6275,123
|
87.78%
|
+ Daniel J. Moos owns directly 5,000 Shares, which
are
not
included in the table.
(b) Each
of the managers of RALLC share voting and dispositive power over the 7,921,508 Shares held by RALLC. Each of the directors of Holdings
share voting and dispositive power over the 1,459,828 Shares held by Holdings. Each of the directors of TCI share voting and dispositive
power over the 229,214 Shares held by TCI. The Trustee of the GEP Trust has complete voting and dispositive power over the 27,602
Shares held by the GEP Trust. Each of the directors of RAI share voting and dispositive power over the 3,988,971 Shares held by
RAI.
(c) During
the 60 calendar days ended May 10, 2017, the Reporting Persons and their respective executive officers and directors or managers
did not engage in any transaction involving the Shares or any other equity interest derivative thereof, except for the final acquisition
and receipt of 132,000 Shares (less than 1% of the outstanding) by RALLC from an individual not affiliated with any of the Reporting
Persons, pursuant to an agreement originally entered into on May 21, 2015. Under the original arrangement, such individual agreed
to sell all of the 132,000 Shares to RALLC for the price of $6.25 per Share, plus interest at 5% per annum, payable over a 24-month
period in monthly installments, with the 132,000 Shares not physically being delivered to RALLC until after the final payment was
made. After three initial payments, the parties renegotiated the price up to $6.65 per Share for the remaining 21 months of payments
at the same interest rate of 5%. The total principal amount paid over 24 months was $871,290.83, which yields a blended average
payment of $6.60 per Share, plus interest. Under the agreement, if the market price per Share for five consecutive trading days
exceeded a specified amount, the individual could have discontinued the monthly payment price, delivered the Shares for which payment
had been made to RALLC, and sell the remaining Shares as he wished; similarly, if the market price per Share declined below a specified
level, RALLC could have terminated the arrangement, receiving the Shares acquired to that date and ceasing to make payments. Ultimately,
RALLC made the 24 payments, and the individual delivered the 132,000 Shares to RALLC on May 10, 2017.
(d) No
person other than the Reporting Persons or their respective Board of Directors, Managers 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 RAI,
RALLC, Holdings, TCI and/or the GEP Trust.
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:
Of the Shares
owned directly by RAI, 3,433,436 Shares are subject to an accommodation pledge for a loan to another entity at First NBC Bank and
405,900 Shares are subject to a pledge for a loan from Shillington to RAI. Of the Shares owned directly by RALLC, 2,450,000 are
subject to an accommodation pledge for a loan to another entity at First NBC Bank.
Of the Shares
owned by TCI, 140,000 Shares are subject to an accommodation pledge for a loan to another entity at First NBC Bank.
Of the Shares
owned by RALLC, 20,000 Shares are subject to an accommodation pledge for a loan to another entity at United Bank.
Of the 149,635 Shares owned directly
by RAI, 5,471,508 Shares owned by RALLC and the 1,459,828 Shares owned by Holdings, all are held in bank and brokerage accounts
along with other securities owned by each entity and, as such, those Shares may be deemed to be “collateral” for any
borrowings made from time to time pursuant to 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 accounts, 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 such 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 or the Issuer including, but not limited to, transfer of 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.
SIGNATURES
After reasonable inquiry and to the
best of their knowledge and belief, the undersigned certify that the information set forth in this Amendment No. 15 to Statement
on Schedule 13D is true, complete, and correct.
Dated:May 18, 2017
REALTY ADVISORS, INC.
By:
/s/ Gene S. Bertcher
Gene S. Bertcher, Vice President
GENE E. PHILLIPS CHILDREN’S TRUST
By:
/s/ Donald W. Phillips
Donald W. Phillips, Trustee
RA STOCK HOLDINGS, INC.
By:
/s/ Gene S. Bertcher
Gene S. Bertcher, Vice President
|
REALTY ADVISORS, LLC
By:
/s/ Gene S. Bertcher
Gene S. Bertcher, Vice President
TRANSCONTINENTAL REALTY INVESTORS, INC.
By:
/s/ Gene S. Bertcher
Gene S. Bertcher, Executive Vice President
REALTY ADVISORS MANAGEMENT, INC.
By:
/s/ Gene S. Bertcher
Gene S. Bertcher, Vice President
|