SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) October 1, 2003
American Realty Investors, Inc.
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Nevada 1-15663 75-2847135
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1800 Valley View Lane, Suite 300, Dallas, Texas 75234
--------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 469-522-4200
--------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
-1-
ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Effective June 30, 2003, that certain Advisory Agreement dated as of
August 3, 2000, between American Realty Investors, Inc. ("ARI") and Basic
Capital Management, Inc. ("BCM") was terminated by mutual agreement. BCM had
served as ARI's advisor since August 3, 2000. BCM is a Nevada corporation in
which Messrs. Mark W. Branigan (Executive Vice President - Residential), Louis
J. Corna (Executive Vice President - Tax) and Ronald E. Kimbrough (acting
Principal Executive Officer, Executive Vice President and Chief Financial
Officer) are executive officers.
On July 1, 2003, ARI entered into an Advisory Agreement with Prime
Asset Management, Inc., a Nevada corporation ("Prime") containing the same terms
as the prior Advisory Agreement with BCM. Subsequent to that date, the Advisory
Agreement with Prime was assigned by Prime to Prime Income Asset Management LLC
("PIAMLLC"), a Nevada limited liability company, the sole member of which is
Prime. Prime also assigned to PIAMLLC all rights to advisory fees effective from
and after July 1, 2003. The Advisory Agreement was restated effective October 1,
2003 (the "Advisory Agreement") between ARI and PIAMLLC and contains the same
terms as the prior Advisory Agreement with BCM. A copy of the Advisory Agreement
dated October 1, 2003 between ARI and PIAMLLC is attached hereto as an exhibit.
There has been no change in the officers or directors of ARI who continue in the
same capacities under the Advisory Agreement.
The managers and officers of PIAMLLC and the directors and principal
officers of Prime are the same as the directors and officers of BCM. The Common
Stock of Prime is owned 79% by Realty Advisors, Inc., a Nevada corporation
("RAI"), which in turn is owned by a trust established for the benefit of the
children of Gene E. Phillips. The balance of 21% of the Common Stock of Prime is
owned by Syntek West, Inc., a Nevada corporation ("SWI"), all of the issued and
outstanding common stock of which is owned by Gene E. Phillips.
The directors and principal officers of Prime are:
Name Position with Prime Position with PIAMLLC
------------------------------------ ------------------------------ -------------------------------
Mickey N. Phillips Director Manager
Ryan T. Phillips Director Manager
Mark W. Branigan Executive Vice President - Executive Vice President -
Residential Residential
Louis J. Corna Executive Vice President - Executive Vice President - Tax
Tax
-2-
Name Position with Prime Position with PIAMLLC
------------------------------------ ------------------------------ -------------------------------
Ronald E. Kimbrough Acting Principal Executive Acting Principal Executive
Officer, Executive Vice Officer, Executive Vice
President and Chief President and Chief Financial
Financial Officer Officer
Robert A. Waldman Senior Vice President, Senior Vice President,
Secretary and General Counsel Secretary and General Counsel
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following documents are filed as exhibits to this
report:
Exhibit
Designation Description of Exhibit
---------------------- -------------------------------------------------------------------------
10.0 Advisory Agreement dated October 1, 2003 between American Realty
Investors, Inc. and Prime Income Asset Management LLC.
-3-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf of the
undersigned hereunto duly authorized.
Date: October 14, 2003. AMERICAN REALTY INVESTORS, INC.
By: /s/ Robert A. Waldman
---------------------------------------
Robert A. Waldman, Senior Vice
President, General Counsel and
Secretary
-4-