Washington, D.C. 20549
(Amendment No. 17)
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
arcadian energy, inc.
|
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
542,303
|
8
|
shared voting
power
-0-
|
9
|
sole dispositive power
542,303
|
10
|
shared dispositive
power
-0-
|
11
|
aggregate amount beneficially
owned by each reporting person
542,303
|
12
|
check box if the aggregate
amount in row (11) excludes certain shares
|
o
|
13
|
percent of class represented
by amount in row (11)
3.39%
|
14
|
type of reporting
person
OO
|
|
|
|
|
|
|
|
|
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
2,470,000*
|
8
|
shared voting
power
-0-
|
9
|
sole dispositive power
2,470,000*
|
10
|
shared dispositive
power
-0-
|
11
|
aggregate amount beneficially
owned by each reporting person
3,929,828**
|
12
|
check box if the aggregate
amount in row (11) excludes certain shares
|
o
|
13
|
percent of class represented
by amount in row (11)
24.57%
|
14
|
type of reporting
person
OO
|
|
|
|
|
|
|
|
|
*
7,921,508 shares were previously reported under Realty Advisors, LLC, but 5,451,508 of such shares are held in accounts of Realty
Advisors, Inc. [the sole Member of Realty Advisors, LLC] and should have been (and are now) reported there.
**
RA Stock Holdings, Inc., which owns 1,429,828 shares (9.13%), is wholly owned by Realty Advisors, LLC.
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)
9.13%
|
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
9,457,140*
|
8
|
shared voting
power
-0-
|
9
|
sole dispositive power
9,457,140*
|
10
|
shared dispositive
power
-0-
|
11
|
aggregate amount beneficially
owned by each reporting person
13,929,271**
|
12
|
check box if the aggregate
amount in row (11) excludes certain shares
|
o
|
13
|
percent of class represented
by amount in row (11)
87.07%
|
14
|
type of reporting
person
CO
|
|
|
|
|
|
|
|
|
* At
least 5,451,508 of such shares were previously reported as held by Realty Advisors, LLC, the sole Member of which is Realty Advisors,
Inc., which shares are actually held in accounts of Realty Advisors, Inc.
** Includes
(i) 1,429,828 shares (9.13%) owned by RA Stock Holdings, Inc., which is wholly owned by Realty Advisors, LLC, (ii) 2,470,000 shares
(15.44%) owned by Realty Advisors, LLC, the sole member of which is Realty Advisors, Inc., (iii) 542,303 shares (3.39%) owned by
Arcadian Energy, Inc., which is wholly owned by Realty Advisors, Inc., and (iv) 9,457,140 shares (59.12%) owned by Realty Advisors,
Inc.
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
140,000*
|
8
|
shared voting
power
-0-
|
9
|
sole dispositive power
140,000*
|
10
|
shared dispositive
power
-0-
|
11
|
aggregate amount beneficially
owned by each reporting person
140,000*
|
12
|
check box if the aggregate
amount in row (11) excludes certain shares
|
o
|
13
|
percent of class represented
by amount in row (11)
0.94%
|
14
|
type of reporting
person
CO
|
|
|
|
|
|
|
|
|
*
229,214 shares were previously reported, but a physical count in June 2018 revealed only 140,000 held. As the shares were previously
pledged as collateral to Metropolitan Savings, it is believed that such institution sold 89,214 shares into the market.
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)
0.172%
|
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
13,929,271*
|
12
|
check box if the aggregate
amount in row (11) excludes certain shares
|
o
|
13
|
percent of class represented
by amount in row (11)
87.07%
|
14
|
type of reporting
person
CO
|
|
|
|
|
|
|
|
|
*
Includes (i) 1,429,828 Shares (9.13%) owned by RA Stock Holdings, Inc., which is wholly owned by Realty Advisors, LLC, (ii) 2,470,000
Shares (15.44%) owned directly by Realty Advisors, LLC, the sole member of which is Realty Advisors, Inc., (iii) 542,303 Shares
(3.39%) owned by Arcadian Energy, Inc., which is a wholly owned subsidiary of Realty Advisors, Inc., and (iv) 9,457,140 Shares
owned directly by Realty Advisors, Inc., which is wholly owned by May Realty Holdings, Inc.
Item 1. Security and Issuer
This Amendment No. 17 to
Statement on Schedule 13D (this “
Amendment No. 17
”) 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 16
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. 17 to
Schedule 13D is being filed (i) to reflect the correct number of Shares held by two of the Reporting Persons, following account
confirmations concluded on August 22, 2018, and (ii) to include a new Reporting Person which holds 542,303 Shares, which Reporting
Person was acquired as a subsidiary of one of the Reporting Persons. See Items 2 and 5 below.
Item 2. Identity and Background
Item 2 of the Amended Statement
is hereby further amended as follows:
(a)-(c) This
Amendment No. 17 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 and Arcadian
Energy, Inc., a Nevada corporation (“
AEI
”), which has been, since December 21, 2017, a wholly owned subsidiary
of RAI. 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, Holdings and AEI 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. RAI owns all of the voting securities of AEI. 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 one of the beneficiaries of the GEP Trust. The executive officers of ARL are also executive officers of TCI.
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 June 30, 2018, the total number of issued and outstanding Shares was
15,997,076. After giving effect to the matters described in item 5(c), the Reporting Persons own and hold directly and beneficially
the following Shares as of August 22, 2018:
Name
|
No. of Shares Owned Directly
|
Approximate Percent
of Class
|
AEI
|
542,303
|
3.39%
|
GEP Trust
|
27,602
|
0.172%
|
TCI
|
140,000
|
0.88%
|
RALLC
|
2,470,000
|
15.44%
|
RAI
|
9,457,140
|
59.12%
|
MRHI
|
-0-
|
0.00%
|
Holdings
|
1,459,828
|
9.13%
|
|
14,096,873
|
88.12%
|
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,
Holdings and AEI 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,
Holdings and AEI described above; the director of AEI may be deemed to beneficially own the number of Shares of AEI 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 August 22, 2018, 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
|
0.172%
|
Mickey Ned Phillips
|
AEI, RALLC, MRHI, Holdings, and RAI
|
13,929,271
|
87.07%
|
Henry A. Butler
|
TCI
|
140,000
|
0.88%
|
Robert A. Jakuszewski
|
TCI
|
140,000
|
0.88%
|
Ted R. Munselle
|
TCI
|
140,000
|
0.88%
|
Raymond D. Roberts
|
TCI
|
140,000
|
0.88%
|
Gene S. Bertcher
|
RALLC and Holdings
|
3,929,828
|
24.57%
|
Daniel J. Moos+
|
RALLC and Holdings
|
3,929,828
|
24.57%
|
Total Shares beneficially owned by Reporting Persons and
individuals listed above:
|
14,096,873
|
88.12%
|
+ Daniel
J. Moos owns directly 5,000 Shares, which are
not
included in the table.
(b) Each
of the managers of RALLC shares voting and dispositive power over the 2,470,000 Shares held by RALLC. Each of the directors of
Holdings shares voting and dispositive power over the 1,459,828 Shares held by Holdings. Each of the directors of TCI shares voting
and dispositive power over the 140,000 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 9,457,140
Shares held by RAI. Each of the directors of AEI shares voting and dispositive power over the 542,303 Shares held by AEI.
(c) During
the 60 calendar days ended August 22, 2018, 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. During June 2018, a complete
review was made of all brokerage accounts held by the Reporting Persons to reconcile all Shares held. Also, the original Arcadian
Energy, Inc. merged with and into RAI Acquisitions, Inc., a wholly owned subsidiary of RAI, on December 21, 2017, which then changed
its name to Arcadian Energy, Inc. The original Arcadian Energy, Inc. has held 542,303 Shares for more than two years.
(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 AEI,
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 Shares
owned directly by RAI, 4,499,168 Shares 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: August 22, 2018
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
ARCADIAN ENERGY, INC.
By:
/s/ Robert C. Murray
Robert C. Murray, Sr.
|
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
MAY REALTY HOLDINGS, INC.
By:
/s/ Gene S. Bertcher
Gene S. Bertcher, Vice President
|