American Realty Extends Stock Buyout Deadline

DALLAS-American Realty Investors has extended the deadline until midnight Friday for tender offers of all common shares of affiliates Transcontinental Realty Investors Inc. and Income Opportunity Realty Investors Inc. The high-profile Dallas merger has been valued at $61 million.

The Dallas-based trio is following through on a settlement reached in October 2001 in a shareholders’ class-action lawsuit. Transcontinental Realty stock is being bought at $17.50 per share and Income Opportunity at $19 per share. For Transcontinental, that represents a 44.6% premium over the average closing price for 30 days of trading and 28.7% over premium for Income Opportunity.

The offer was to have ended Dec. 13, but was extended late in the afternoon. At that point, the depository for both tender offers was 990,304 share or 12.4% of the outstanding common stock of Transcontinental and 252,174 shares or 17.2% of Income Opportunity Realty Investors’ outstanding stock.

The buyout, when completed, will cap 12 years of legal maneuvers for the trio, all headquartered at Mercer Crossing in Dallas. Under the settlement plan, American Realty will end up spending $50 million to acquire the outstanding stock balance of Transcontinental and $11 million for Income Opportunity Realty. American and its affiliates already owned 64.5% of Transcontinental and 59.9% of Income Opportunity. The Transcontinental portfolio is valued at more than $293 million and Income Opportunity’s in excess of $93 million. The real estate is located in the Southeast, Southwest and Pacific regions.

Gene E. Phillips of Dallas serves as the representative to the Gene E. Phillips Children’s Trust, sole owner of Basic Capital, the 55.1% owner of American Realty. Phillips, who is said to own more raw land in Dallas than anyone else, is one of the city’s more colorful characters. In February, he and Basic Capital were acquitted by a New York City jury on securities fraud charges.