SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO/A
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 8)
INCOME OPPORTUNITY REALTY INVESTORS, INC. (Issuer)
(Name of Subject Company)
INCOME OPPORTUNITY ACQUISITION CORPORATION (Offeror)
(Name of Filing Person)
AMERICAN REALTY INVESTORS, INC. (Offeror)
(Name of Filing Person)
COMMON STOCK, PAR VALUE .01 PER SHARE
(Title of Class of Securities)
452926-10-8
(CUSIP Number of Class of Securities)
ROBERT A. WALDMAN
1800 VALLEY VIEW LANE, SUITE 300
DALLAS, TEXAS 75234
(469) 522-4200
(469) 522-4360 (FAX)
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With copies to:
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STEVEN C. METZGER, ESQ. JEFFREY M. SONE, ESQ.
PRAGER METZGER & KROEMER, PLLC JACKSON WALKER L.L.P.
2626 COLE AVENUE, SUITE 900 901 MAIN STREET, SUITE 6000
DALLAS, TEXAS 75204 DALLAS, TEXAS 75202
(214) 969-7600 (214) 953-6000
(214) 523-3838 (FAX) (214) 953-5822(FAX)
(Name, Address, and Telephone Numbers of Person Authorized to Receive
Notices and Communications on Behalf of the Persons Filing Statement)
Calculation of Filing Fee
Transaction valuation* Amount of filing fee
---------------------- --------------------
$19,551,190.00 $1,799.00**
*For purposes of calculating the fee only. This amount assumes the
purchase of 1,029,010 shares of Transcontinental Realty Investors, Inc. for
$19.00 per share. The amount of the filing fee, calculated in accordance with
Section 14(g)(1)(B)(3) and Rule 0-11.
**Filing fee was paid with the Schedule TO filed November 15, 2002.
[ ] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was previously
paid. Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Filing Party:
Form or Registration No.: Date Filed:
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[X] going private transaction subject to Rule 13e-3
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
RULE 14D-1 TENDER OFFER STATEMENT
Introduction
This Amendment No. 8 amends and supplements the Tender Offer Statement
on Schedule TO originally filed on November 15, 2002, as amended (the "Schedule
TO") by American Realty Investors, Inc. ("ARL") and Income Opportunity
Acquisition Corporation, a wholly-owned subsidiary of ARL ("IOT Acquisition
Sub"). This Schedule TO includes the Schedule 13E-3 Transaction Statement of ARL
and IOT Acquisition Sub.
This Tender Offer Statement relates to the offer by IOT Acquisition Sub
to purchase any and all of the issued and outstanding shares of common stock of
Income Opportunity Realty Investors, Inc. ("IOT") for $19.00 net per share in
cash upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated November 15, 2002 and filed as Exhibit (a)(1) to the Schedule
TO. The information set forth in the Offer to Purchase and the Letter of
Transmittal (filed as Exhibit (a)(2) to the Schedule TO), including all
schedules, exhibits and annexes thereto, is hereby expressly incorporated herein
by reference in response to all items of information required to be included in,
or covered by, this Tender Offer Statement on Schedule TO and all items of
information required to be included in, or covered by, the Schedule 13E-3
Transaction Statement. The responses to each item in this Tender Offer Statement
are qualified in their entirety by the information contained in the Offer to
Purchase and the exhibits, as amended, hereto.
ITEM 1. SUMMARY TERM SHEET.
Item 1 of the Schedule TO is hereby amended as follows:
On March 11, 2003, ARL announced that it waived the financing condition
and will pay for shares tendered from cash on hand.
Additionally IOT Acquisition Sub is extending the expiration date of
its offer to purchase any and all of the issued and outstanding shares
of common stock of IOT. The expiration date for the tender offer was
12:00 Midnight New York City time March 14, 2003. As extended, the
tender offer will now expire at 12:00 Midnight New York City time March
18, 2003. IOT stockholders have until the newly-extended expiration
date to decide whether to tender their IOT shares in the offer. As of
5:00 p.m. New York City time on Monday, March 10, 2003, approximately
258,470 shares of IOT common stock, or approximately 17.65% of the
outstanding shares, had been tendered and not withdrawn pursuant to the
tender offer.
ITEM 4. TERMS OF THE TRANSACTION.
Item 4 of the Schedule TO and the information set forth in the "Summary
Term Sheet", Section 1 "Terms of the Offer" and Section 9 "Certain
Conditions of the Offer" in the Offer to Purchase are amended as
follows:
See Item 1 of this Tender Offer Statement.
ITEM 7. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 7 of the Schedule TO and the information set forth in Section 7
"Source and Amount of Funds" in the Offer to Purchase are amended as
follows:
See Item 1 of this Tender Offer Statement.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended as follows:
Exhibit Number Description
(a)(1) Offer to Purchase, dated November 15, 2002 (1)
(a)(2) Letter of Transmittal, dated November 15, 2002 (1)
(a)(3) Notice of Guaranteed Delivery (1)
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees, dated November 15, 2002 (1)
(a)(5) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and other Nominees (1)
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 (1)
(a)(7) Summary Advertisement, dated November 15,2002 (1)
(a)(8) Press Release issued by American Realty Advisors on November
8, 2002 (2)
(a)(9) Press Release issued by American Realty Investors, Inc. on
November 21, 2002 (3)
(a)(10) Press Release issued by American Realty Investors, Inc. on
December 13, 2002 (4)
(a)(11) Press Release issued by American Realty Investors, Inc. on
December 20, 2002 (5)
(a)(12) Press Release issued by American Realty Investors, Inc. on
January 14, 2003 (6)
(a)(13) Press Release issued by American Realty Investors, Inc. on
February 21, 2003. (10)
(a)(14) Press Release issued by American Realty Investors, Inc. on
March 5, 2003(11)
(a)(15) Press Release issued by American Realty Investors, Inc. on
March 11, 2003.(12)
(b) Not applicable
(c) Not Applicable
(d) Not Applicable
(f) Not Applicable
(g) Not Applicable
(h) Not Applicable
99.1 ARL/IORI/TCI Merger: Board Presentation -- Executive Summary,
January 31, 2002, prepared by Houlihan Lokey Howard & Zukin(7)
99.2 ARL/IORI/TCI Merger: Exhibits to Board Presentation, January
2002, prepared by Houlihan Lokey Howard & Zukin(7)
99.3 Discounted Cash Flow Analysis - Detail prepared by Houlihan
Lokey Howard & Zukin(7)
99.4 Opinion of Houlihan Lokey Howard & Zukin (TCI)(8)
99.5 Opinion of Houlihan Lokey Howard & Zukin (Income Opportunity
Realty Investors, Inc.)(9)
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(1) Previously filed as an exhibit to the Schedule TO on November 15,
2002 by the filing persons named in this Schedule TO and is
incorporated herein by reference.
(2) Previously filed as an exhibit to the Schedule TO-C on November 8,
2002 by the filing persons named in this Schedule TO and is
incorporated herein by reference.
(3) Previously filed as an exhibit to the Schedule TO Amendment No. 1
on November 22, 2002 by the filing persons named in this Schedule TO
and is incorporated herein by reference.
(4) Previously filed as an exhibit to the Schedule TO Amendment No. 3
on December 13, 2002 and is incorporated herein by reference.
(5) Previously filed as an exhibit to the Schedule TO Amendment No. 4
on December 20, 2002 and is incorporated herein by reference.
(6) Previously filed as an exhibit to the Schedule TO Amendment No. 5
on January 14, 2003 and is incorporated herein by reference.
(7) Previously filed as an exhibit to the Schedule 13E-3 Amendment No.
1 filed by American Realty Investors, Inc. on August 30, 2002 and is
incorporated herein by reference.
(8) Previously filed on August 30, 2002 as Appendix E to the Proxy
Statement/Prospectus contained in the Form S-4 filed by American Realty
Investors, Inc. and is incorporated herein by reference.
(9) Previously filed on August 30, 2002 as Appendix F to the Proxy
Statement/Prospectus contained in the Form S-4 filed by American Realty
Investors, Inc. and is incorporated herein by reference.
(10) Previously filed as an exhibit to the Schedule TO Amendment No. 6
on February 21, 2003 and is incorporated herein by reference.
(11) Previously filed as an exhibit to the Schedule TO Amendment No. 7
on March 5, 2003 and is incorporated herein by reference.
(12) Filed herewith.
ITEM 13. INFORMATION REQUIRED BY SCHEDULE 13E-3.
Item 1. Summary Term Sheet is hereby amended as follows:
See Item 1 of this Tender Offer Statement.
Item 4. Terms of the Transaction is hereby amended as follows:
See Item 1 of this Tender Offer Statement.
Item 10. Source and Amount of Funds or Other Consideration is hereby
amended as follows:
See Item 1 of this Tender Offer Statement.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information is set forth in this statement is true, complete and
correct.
AMERICAN REALTY INVESTORS, INC.
Date: March 11, 2003 By: /s/ RONALD E. KIMBROUGH
-------------------- --------------------------------------
Printed Name: Ronald E. Kimbrough
Title: Executive Vice President and Chief
Financial Officer
INCOME OPPORTUNITY REALTY
ACQUISITION CORPORATION
Date: March 11, 2003 By: /s/ RONALD E. KIMBROUGH
-------------------- --------------------------------------
Printed Name: Ronald E. Kimbrough
Title: Director and President
INDEX TO EXHIBITS
Exhibit Number Description
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(a)(1) Offer to Purchase, dated November 15, 2002 (1)
(a)(2) Letter of Transmittal, dated November 15, 2002 (1)
(a)(3) Notice of Guaranteed Delivery (1)
(a)(4) Letter to Brokers, Dealers, Commercial Banks, Trust Companies
and other Nominees, dated November 15, 2002 (1)
(a)(5) Form of Letter to Clients for Use by Brokers, Dealers,
Commercial Banks, Trust Companies and other Nominees (1)
(a)(6) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9 (1)
(a)(7) Summary Advertisement, dated November 15,2002 (1)
(a)(8) Press Release issued by American Realty Advisors on November
8, 2002 (2)
(a)(9) Press Release issued by American Realty Investors, Inc. on
November 21, 2002 (3)
(a)(10) Press Release issued by American Realty Investors, Inc. on
December 13, 2002 (4)
(a)(11) Press Release issued by American Realty Investors, Inc. on
December 20, 2002 (5)
(a)(12) Press Release issued by American Realty Investors, Inc. on
January 14, 2003 (6)
(a)(13) Press Release issued by American Realty Investors, Inc. on
February 21, 2003. (10)
(a)(14) Press Release issued by American Realty Investors, Inc. on
March 5, 2003(11)
(a)(15) Press Release issued by American Realty Investors, Inc. on
March 11, 2003(12)
(b) Not applicable
(c) Not Applicable
(d) Not Applicable
(f) Not Applicable
(g) Not Applicable
(h) Not Applicable
99.1 ARL/IORI/TCI Merger: Board Presentation -- Executive Summary,
January 31, 2002, prepared by Houlihan Lokey Howard & Zukin(7)
99.2 ARL/IORI/TCI Merger: Exhibits to Board Presentation, January
2002, prepared by Houlihan Lokey Howard & Zukin(7)
99.3 Discounted Cash Flow Analysis - Detail prepared by Houlihan
Lokey Howard & Zukin(7)
99.4 Opinion of Houlihan Lokey Howard & Zukin (TCI)(8)
99.5 Opinion of Houlihan Lokey Howard & Zukin (Income Opportunity
Realty Investors, Inc.)(9)
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(1) Previously filed as an exhibit to the Schedule TO on November 15,
2002 by the filing persons named in this Schedule TO and is
incorporated herein by reference.
(2) Previously filed as an exhibit to the Schedule TO-C on November 8,
2002 by the filing persons named in this Schedule TO and is
incorporated herein by reference.
(3) Previously filed as an exhibit to the Schedule TO Amendment No. 1
on November 22, 2002 by the filing persons named in this Schedule TO
and is incorporated herein by reference.
(4) Previously filed as an exhibit to the Schedule TO Amendment No. 3
on December 13, 2002 and is incorporated herein by reference.
(5) Previously filed as an exhibit to the Schedule TO Amendment No. 4
on December 20, 2002 and is incorporated herein by reference.
(6) Previously filed as an exhibit to the Schedule TO Amendment No. 5
on January 14, 2003 and is incorporated herein by reference.
(7) Previously filed as an exhibit to the Schedule 13E-3 Amendment No.
1 filed by American Realty Investors, Inc. on August 30, 2002 and is
incorporated herein by reference.
(8) Previously filed on August 30, 2002 as Appendix E to the Proxy
Statement/Prospectus contained in the Form S-4 filed by American Realty
Investors, Inc. and is incorporated herein by reference.
(9) Previously filed on August 30, 2002 as Appendix F to the Proxy
Statement/Prospectus contained in the Form S-4 filed by American Realty
Investors, Inc. and is incorporated herein by reference.
(10) Previously filed as an exhibit to the Schedule TO Amendment No. 6
on February 21, 2003 and is incorporated herein by reference.
(11) Previously filed as an exhibit to the Schedule TO Amendment
No. 7 on March 5, 2003 and is incorporated herein by reference.
(12) Filed herewith.