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<SEC-DOCUMENT>0000950134-02-013956.txt : 20021113
<SEC-HEADER>0000950134-02-013956.hdr.sgml : 20021113
<ACCEPTANCE-DATETIME>20021112200547
ACCESSION NUMBER:		0000950134-02-013956
CONFORMED SUBMISSION TYPE:	SC 13D/A
PUBLIC DOCUMENT COUNT:		2
FILED AS OF DATE:		20021113
GROUP MEMBERS:		AMERICAN REALTY TRUST INC
GROUP MEMBERS:		BASIC CAPITAL MANAGEMENT INC
GROUP MEMBERS:		EQK HOLDINGS INC
GROUP MEMBERS:		TRANSCONTINENTAL REALTY INVESTORS INC

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			INCOME OPPORTUNITY REALTY INVESTORS INC /TX/
		CENTRAL INDEX KEY:			0000949961
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE INVESTMENT TRUSTS [6798]
		IRS NUMBER:				752615944
		STATE OF INCORPORATION:			CA
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-45693
		FILM NUMBER:		02818338

	BUSINESS ADDRESS:	
		STREET 1:		10670 N CENTRAL EXPRSWY STE 300
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75231
		BUSINESS PHONE:		2146924700

	MAIL ADDRESS:	
		STREET 1:		10670 NORTH CENTRAL EXPRESSWAY
		STREET 2:		SUITE 600
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75231

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AMERICAN REALTY INVESTORS INC
		CENTRAL INDEX KEY:			0001102238
		STANDARD INDUSTRIAL CLASSIFICATION:	REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510]
		IRS NUMBER:				752847135
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		SC 13D/A

	BUSINESS ADDRESS:	
		STREET 1:		10670 NORTH CENTRAL EXPRESSWAY
		STREET 2:		SUITE 300
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75231
		BUSINESS PHONE:		2147404700

	MAIL ADDRESS:	
		STREET 1:		10670 NORTH CENTRAL EXPRESSWAY
		STREET 2:		SUITE 300
		CITY:			DALLAS
		STATE:			TX
		ZIP:			75231
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D/A
<SEQUENCE>1
<FILENAME>d01208asc13dza.txt
<DESCRIPTION>AMENDMENT NO.22 TO SCHEDULE 13D
<TEXT>
<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                 SCHEDULE 13D/A

                    Under the Securities Exchange Act of 1934
                               (Amendment No. 22)*


                    INCOME OPPORTUNITY REALTY INVESTORS, INC.
- --------------------------------------------------------------------------------
                                (NAME OF ISSUER)


                     Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------------
                         (TITLE OF CLASS OF SECURITIES)


                                   452926-10-8
- --------------------------------------------------------------------------------
                                 (CUSIP NUMBER)


                                Robert A. Waldman
                        1800 Valley View Lane, Suite 300
                               Dallas, Texas 75234
                                 (469) 522-4366
- --------------------------------------------------------------------------------
                  (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
                AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)


                                November 7, 2002
- --------------------------------------------------------------------------------
                      (DATE OF EVENT WHICH REQUIRES FILING
                               OF THIS STATEMENT)


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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), 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 240.13d-7 for other
parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person'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).


<PAGE>

CUSIP NO. 452926-10-8                13D/22A                        Page 2 of 11

- --------------------------------------------------------------------------------
1          NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

                    AMERICAN REALTY INVESTORS, INC., FEI NO. 75-2847135
- --------------------------------------------------------------------------------
2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                         (A) [ ]
                                                                         (B) [ ]
- --------------------------------------------------------------------------------
3          SEC USE ONLY

- --------------------------------------------------------------------------------
4          SOURCE OF FUNDS (SEE INSTRUCTIONS)

                    WC
- --------------------------------------------------------------------------------
5          CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
           ITEMS 2(D) OR 2(E)     [ ]

- --------------------------------------------------------------------------------
6          CITIZENSHIP OR PLACE OF ORGANIZATION

                    NEVADA
- --------------------------------------------------------------------------------
    NUMBER OF       7        SOLE VOTING POWER
      SHARES
   BENEFICIALLY                       -0-
     OWNED BY      -------------------------------------------------------------
       EACH         8        SHARED VOTING POWER
    REPORTING
      PERSON                          -0-
       WITH        -------------------------------------------------------------
                    9        SOLE DISPOSITIVE POWER

                                      -0-
                   -------------------------------------------------------------
                    10       SHARED DISPOSITIVE POWER

                                      -0-
- --------------------------------------------------------------------------------
11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    409,935
- --------------------------------------------------------------------------------
12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
           (SEE INSTRUCTIONS) [ ]

- --------------------------------------------------------------------------------
13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    28.5%
- --------------------------------------------------------------------------------
14         TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                    CO
- --------------------------------------------------------------------------------


<PAGE>


CUSIP NO. 452926-10-8                13D/22A                        Page 3 of 11

- --------------------------------------------------------------------------------
1          NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

                    AMERICAN REALTY TRUST, INC., FEI NO. 54-0697989
- --------------------------------------------------------------------------------
2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                         (A) [ ]
                                                                         (B) [ ]
- --------------------------------------------------------------------------------
3          SEC USE ONLY

- --------------------------------------------------------------------------------
4          SOURCE OF FUNDS (SEE INSTRUCTIONS)

                    WC
- --------------------------------------------------------------------------------
5          CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
           ITEMS 2(D) OR 2(E)      [ ]

- --------------------------------------------------------------------------------
6          CITIZENSHIP OR PLACE OF ORGANIZATION

                    GEORGIA
- --------------------------------------------------------------------------------
    NUMBER OF       7        SOLE VOTING POWER
      SHARES
   BENEFICIALLY                       -0-
     OWNED BY      -------------------------------------------------------------
       EACH         8        SHARED VOTING POWER
    REPORTING
      PERSON                          -0-
       WITH        -------------------------------------------------------------
                    9        SOLE DISPOSITIVE POWER

                                      -0-
                   -------------------------------------------------------------
                    10       SHARED DISPOSITIVE POWER

                                      -0-
- --------------------------------------------------------------------------------
11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    409,935
- --------------------------------------------------------------------------------
12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
           (SEE INSTRUCTIONS)

- --------------------------------------------------------------------------------
13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    28.5%
- --------------------------------------------------------------------------------
14         TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                    CO
- --------------------------------------------------------------------------------


<PAGE>


CUSIP NO. 452926-10-8                13D/22A                        Page 4 of 11

- --------------------------------------------------------------------------------
1          NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

                    EQK HOLDINGS, INC., FEI NO. 75-2931679
- --------------------------------------------------------------------------------
2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                         (A) [ ]
                                                                         (B) [ ]
- --------------------------------------------------------------------------------
3          SEC USE ONLY

- --------------------------------------------------------------------------------
4          SOURCE OF FUNDS (SEE INSTRUCTIONS)

                    WC
- --------------------------------------------------------------------------------
5          CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
           ITEMS 2(D) OR 2(E)       [ ]

- --------------------------------------------------------------------------------
6          CITIZENSHIP OR PLACE OF ORGANIZATION

                    NEVADA
- --------------------------------------------------------------------------------
    NUMBER OF       7        SOLE VOTING POWER
      SHARES
   BENEFICIALLY                       409,935
     OWNED BY      -------------------------------------------------------------
       EACH         8        SHARED VOTING POWER
    REPORTING
      PERSON                          -0-
       WITH        -------------------------------------------------------------
                    9        SOLE DISPOSITIVE POWER

                                      409,935
                   -------------------------------------------------------------
                    10       SHARED DISPOSITIVE POWER

                                      -0-
- --------------------------------------------------------------------------------
11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    409,935
- --------------------------------------------------------------------------------
12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
           (SEE INSTRUCTIONS) [ ]

- --------------------------------------------------------------------------------
13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    28.5%
- --------------------------------------------------------------------------------
14         TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                    CO
- --------------------------------------------------------------------------------



<PAGE>


CUSIP NO. 452926-10-8                13D/22A                        Page 5 of 11

- --------------------------------------------------------------------------------
1          NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

                    BASIC CAPITAL MANAGEMENT, INC., FEI NO. 75-2261065
- --------------------------------------------------------------------------------
2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                         (A) [ ]
                                                                         (B) [ ]
- --------------------------------------------------------------------------------
3          SEC USE ONLY

- --------------------------------------------------------------------------------
4          SOURCE OF FUNDS (SEE INSTRUCTIONS)

                    WC
- --------------------------------------------------------------------------------
5          CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
           ITEMS 2(D) OR 2(E)     [ ]

- --------------------------------------------------------------------------------
6          CITIZENSHIP OR PLACE OF ORGANIZATION

                    NEVADA
- --------------------------------------------------------------------------------
    NUMBER OF       7        SOLE VOTING POWER
      SHARES
   BENEFICIALLY                       106,802
     OWNED BY      -------------------------------------------------------------
       EACH         8        SHARED VOTING POWER
    REPORTING
      PERSON                          -0-
       WITH        -------------------------------------------------------------
                    9        SOLE DISPOSITIVE POWER

                                      106,802
                   -------------------------------------------------------------
                    10       SHARED DISPOSITIVE POWER

                                      -0-
- --------------------------------------------------------------------------------
11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    106,802
- --------------------------------------------------------------------------------
12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
           (SEE INSTRUCTIONS) [ ]

- --------------------------------------------------------------------------------
13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    7.4%
- --------------------------------------------------------------------------------
14         TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                    CO
- --------------------------------------------------------------------------------



<PAGE>

CUSIP NO. 452926-10-8                13D/22A                        Page 6 of 11

- --------------------------------------------------------------------------------
1          NAME OF REPORTING PERSON
           I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)

                    TRANSCONTINENTAL REALTY INVESTORS, INC., FEI NO. 94-6565852
- --------------------------------------------------------------------------------
2          CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
                                                                         (A) [ ]
                                                                         (B) [ ]
- --------------------------------------------------------------------------------
3          SEC USE ONLY

- --------------------------------------------------------------------------------
4          SOURCE OF FUNDS (SEE INSTRUCTIONS)

                    WC
- --------------------------------------------------------------------------------
5          CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
           ITEMS 2(D) OR 2(E)     [ ]

- --------------------------------------------------------------------------------
6          CITIZENSHIP OR PLACE OF ORGANIZATION

                    NEVADA
- --------------------------------------------------------------------------------
    NUMBER OF       7        SOLE VOTING POWER
      SHARES
   BENEFICIALLY                       345,728
     OWNED BY      -------------------------------------------------------------
       EACH         8        SHARED VOTING POWER
    REPORTING
      PERSON                          -0-
       WITH        -------------------------------------------------------------
                    9        SOLE DISPOSITIVE POWER

                                      345,728
                   -------------------------------------------------------------
                    10       SHARED DISPOSITIVE POWER

                                      -0-
- --------------------------------------------------------------------------------
11         AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                    345,728
- --------------------------------------------------------------------------------
12         CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
           (SEE INSTRUCTIONS) [ ]

- --------------------------------------------------------------------------------
13         PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

                    24%
- --------------------------------------------------------------------------------
14         TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

                    CO
- --------------------------------------------------------------------------------



<PAGE>

CUSIP NO. 452926-10-8                13D/22A                        Page 7 of 11

ITEM 1.           SECURITY AND ISSUER.

         This Amendment No. 22 to Statement on Schedule 13D relates to the
shares of Common Stock, par value $0.01 per share (the "Shares") of INCOME
OPPORTUNITY REALTY INVESTORS, INC., a Nevada corporation ("IOT" or the "Issuer")
and further amends the original Statement on Schedule 13D as amended by
Amendment Nos. 1 through 21 thereof (the "Amended Statement") filed by and on
behalf of the "Reporting Persons" described below. The principal executive
offices of IOT are located at 1800 Valley View Lane, Suite 300, Dallas, Texas
75234. The CUSIP number of the shares is 452926-10-8.

         This Amendment No. 22 is being filed to reflect various changes in the
information contained in the Amended Statement, including a press release
announcing a proposed tender offer of the Issuer's Shares. Income Opportunity
Acquisition Corporation ("IOT Acquisition Sub"), a wholly-owned subsidiary of
American Realty Investors, Inc., ("ARL") is planning to offer to purchase any or
all outstanding shares of common stock of the Issuer.


ITEM 2.           IDENTITY AND BACKGROUND.

         Item 2 of the Amended Statement is hereby further amended as follows:

         Collene C. Currie is no longer a director of ARL.

         On September 24, 2002 the SEC filed a civil complaint, Civil Action No.
1:02CV01872 (D.D.C.), in a lawsuit styled Securities and Exchange Commission v.
Basic Capital Management, Inc. and Gene E. Phillips, and the SEC issued an Order
Instituting Proceedings Pursuant to Section 21C of the Securities Exchange Act
of 1934 ("Exchange Act"), Making Findings and Imposing a Cease-and-Desist Order,
In The Matter of Basic Capital Management, Inc., Nevada Sea Investments, Inc.,
International Health Products, Inc., One Realco Corporation, TacCO Financial,
Inc. and Gene E. Phillips (Administrative Proceedings File No. 3-10898,
Administrative Procedure Release No. 46538). In anticipation of the Order, Mr.
Gene E. Phillips, Basic Capital Management, Inc. ("BCM") and four corporations
affiliated with Mr. Phillips or the trust for his children that indirectly owns
BCM (Nevada Sea Investments, Inc., International Health Products, Inc., One
Realco Corporation and TacCO Financial, Inc.) (together, the "Respondents")
submitted an Offer of Settlement and consented, without admitting or denying any
of the allegations, to the entry of a judgment ordering Mr. Phillips and BCM to
pay a civil penalty of $850,000.

         The Order finds, among other things, that the Respondents violated
Section 10(b) and 13(d) of the Exchange Act, as amended, and Rules 10b-5, 13d-1
and 13d-2 promulgated thereunder, by failing to timely file reports required
under Section 13(d) with respect to the securities of Greenbriar Corporation.
Although none of the Respondents purchased more than five percent of
Greenbriar's outstanding shares, their holdings together with the holdings of
ART amounted to approximately 16.1% by June 1997. Between May 1996 and June
1997, the Respondents and ART accounted for approximately 54% of the total
trading volume in Greenbriar stock. On particular days during the period, the
Respondents bought all the Greenbriar stock traded. The Order requires the
Respondents



<PAGE>

CUSIP NO. 452926-10-8                13D/22A                        Page 8 of 11


to cease and desist from committing or causing any violation of Sections 10(b)
and 13(d) of the Exchange Act and Rules 10b-5, 13d-1 and 13d-2 promulgated
thereunder.


ITEM 3.           SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

         Item 3 of the Amended Statement is hereby further amended as follows:

         ARL currently does not have sufficient cash to pay for the purchase of
IOT's Shares and related expenses of a tender offer. If the tender offer takes
place, ARL expects to pay for Shares tendered from cash on hand at the time
tendered Shares are accepted and from borrowings. ARL expects to obtain this
financing through refinancing existing indebtedness on its various real estate
holdings, which it typically does in the ordinary course of its business, and by
borrowing money from financial institutions with repayment secured by pledges of
some of its real estate holdings. Although it does not have any firm commitments
for either refinancings or new borrowings, it has had numerous discussions with
existing lenders regarding refinancings of properties in Palm Desert,
California; Tallahassee, Florida; Farmers Branch, Texas; Lincoln, Nebraska;
Denver, Colorado; Fresno, California; Nashville, Tennessee and Sofia, Bulgaria,
among others.


ITEM 4.           PURPOSE OF TRANSACTION.

         Item 4 of the Amended Statement is hereby further amended as follows:

         At the close of the market on November 7, 2002, ARL announced that it
intends to commence, through subsidiaries, a tender offer for shares of common
stock of its affiliates TCI and IOT. ARL expects to commence the tender offer on
or before November 15, 2002. ARL is proposing to make a tender offer through its
wholly-owned subsidiary, IOT Acquisition Sub, in order to comply with its
obligations under a court-approved settlement agreement of certain litigation
against Transcontinental Realty Investors, Inc. ("TCI"), IOT and certain of
their affiliates known as Jack Olive, et. al. v. National Income Realty Trust,
et. al., Case No. C89 4331 MHP pending in the United States District Court for
the Northern District of California. The parties to the litigation have entered
into a settlement agreement, after arms length negotiation, providing that ARL
would propose a merger with IOT pursuant to which stockholders of IOT (other
than Mr. Phillips, BCM, ARL, TCI and ART) would receive $19.00 in cash for each
of their shares of the common stock of IOT or, at their option, a share of the
preferred stock of ARL in lieu of cash.

         In order to propose the merger transaction to the stockholders of IOT,
ARL was required to prepare a registration statement and proxy statement and
submit it for review to the Securities and Exchange Commission. The settlement
agreement required that the review process be completed by March 31, 2002,
unless extended by Settlement Counsel, George Donaldson. That process has not
yet been completed. In the event that ARL is in default of its obligations under
the settlement agreement to propose and consummate the merger, it may cure its
default by making a tender offer for the share of TCI's


<PAGE>

CUSIP NO. 452926-10-8                13D/22A                        Page 9 of 11


and IOT's common stock. In discussions with Settlement Counsel on Friday,
November 1, 2002, representatives of ARL agreed to announce a tender offer for
the shares of TCI's and IOT's common stock on November 7, 2002 and commence the
offers not later than November 15, 2002. ARL did in fact announce a proposed
tender offer on November 7, 2002 and plans to commence the tender offer on
November 15, 2002. If ARL successfully completes the tender offer, ARL will not
be liable for liquidated damages under the settlement agreement. ARL will defer
further action on the proposed mergers during the pendency of the offer. If the
offer is consummated for less than all of the Shares of IOT held by persons
other than affiliates of ARL, ARL currently expects to pursue the merger after
the consummation of the offer. Depending on the number of IOT Shares tendered in
the offer, IOT's Shares could become eligible for delisting from the American
Stock Exchange and for termination of registration pursuant to Section 12(g)(4)
of the Exchange Act.

         Except with respect to the proposed tender and the proposed merger
offer described above, and any ancillary effect same would have on the following
items, the Reporting Persons do not have any plans or proposals that relate to
or would result in:

         (a) The acquisition by any person of additional securities of the
Issuer or the disposition of securities of the Issuer;

         (b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;

         (c) A sale or transfer of a material amount of assets of IOT or any of
its subsidiaries (except that as part of the tender offer certain real property
assets owned by the Issuer may be sold);

         (d) Any change in the present board of directors or management of IOT,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;

         (e) Any material change in the present capitalization or dividend
policy of IOT;

         (f) Any other material change in IOT's business or corporate structure;

         (g) Changes in IOT's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of IOT by
any person (except that the Reporting Persons' collective ownership of 59.9% of
the outstanding Shares would itself be an impediment to any potential change of
control not approved by the Reporting Persons);

         (h) Causing a class of securities of IOT to be delisted from a national
securities exchange or to cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association (except that,
depending on the number of Shares tendered, IOT's Shares may no longer be
eligible for listing on a national securities exchange);

         (i) A class of equity securities of IOT becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act, as
amended (except that if the tender offer reduced the number of common
stockholders of IOT to a number below 300, such Shares would then become
eligible for termination of registration); or


<PAGE>


CUSIP NO. 452926-10-8                13D/22A                       Page 10 of 11


         (j) Any actions similar to any of those enumerated above.


ITEM 5.           INTEREST IN SECURITIES OF THE ISSUER.

         (a) No modification.

         (b) No modification.

         (c) No modification.

         (d) No modification.

         (e) Not applicable.



ITEM 6.           CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
                  RESPECT TO SECURITIES OF THE ISSUER.

         Item 6 of the Amended Statement is hereby further amended as follows:

         Pursuant to the settlement agreement, which is discussed in Item 4,
ARL, BCM, Mr. Phillips, TCI. and stockholders affiliated with those parties who
in the aggregate own a total of 59.9% of the IOT common stock have orally agreed
with IOT Acquisition Sub not to tender shares of IOT common stock owned by them
in the tender offer.


ITEM 7.           MATERIAL TO BE FILED AS EXHIBITS.

         Item 7 of the Amended Statement is hereby further amended to add the
following exhibit:

<Table>
<Caption>
                    EXHIBIT DESIGNATION                                       DESCRIPTION OF EXHIBIT
- ------------------------------------------------------              ---------------------------------------------
<S>                                                                 <C>
                           99.1                                           Pre-commencement Press Release
</Table>


<PAGE>


CUSIP NO. 452926-10-8                13D/22A                       Page 11 of 11


                        SIGNATURES AND POWER OF ATTORNEY

         After reasonable inquiry and to the best of the knowledge and belief of
the undersigned, the undersigned certify that the information set forth in this
statement is true, complete and correct.

         DATED:   November 12, 2002

         AMERICAN REALTY INVESTORS, INC.

         By:      /s/ RONALD E. KIMBROUGH
                  ---------------------------------
                  Ronald E. Kimbrough
                  Executive Vice President

         AMERICAN REALTY TRUST, INC.

         By:      /s/ RONALD E. KIMBROUGH
                  ---------------------------------
                  Ronald E. Kimbrough
                  Executive Vice President

         BASIC CAPITAL MANAGEMENT, INC.

         By:      /s/ RONALD E. KIMBROUGH
                  ---------------------------------
                  Ronald E. Kimbrough
                  Executive Vice President

         EQK HOLDINGS, INC.

         By:      /s/ RONALD E. KIMBROUGH
                  ---------------------------------
                  Ronald E. Kimbrough
                  Executive Vice President

         TRANSCONTINENTAL REALTY INVESTORS, INC.

         By:      /s/ RONALD E. KIMBROUGH
                  ---------------------------------
                  Ronald E. Kimbrough
                  Executive Vice President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>d01208aexv99w1.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
                                                                    EXHIBIT 99.1


AMERICAN REALTY ANNOUNCES TENDER OFFER FOR COMMON SHARES OF TRANSCONTINENTAL
REALTY AND INCOME OPPORTUNITY REALTY

Thursday November 7, 5:01 pm ET

DALLAS, Nov. 7, 2002 (PRIMEZONE) -- American Realty Investors (NYSE:ARL - News)
announced Wednesday that it intends to commence, through subsidiaries, a tender
offer for shares of common stock of its affiliates Transcontinental Realty
Investors, Inc. (NYSE:TCI - News) and Income Opportunity Realty Investors, Inc.
(AMEX:IOT - News). The price per share to be paid will be $17.50 for
Transcontinental Realty Investors shares and $19.00 for Income Opportunity
Realty Investors shares. American Realty Investors expects to commence the
tender offer on or before November 15, 2002.

The tender offer will be for the shares of common stock of Transcontinental
Realty Investors and of Income Opportunity Realty Investors not held by American
Realty Investors or its affiliates. Consummation of the tender offers will be
subject to, among other conditions, obtaining necessary financing. American
Realty Investors and its affiliates own approximately 64.3% of the issued and
outstanding common stock of Transcontinental Realty Investors and approximately
59.9% of the issued and outstanding common stock of Income Opportunity Realty
Investors.


American Realty Investors, Inc. previously proposed to enter into merger
agreements with each of Transcontinental Realty Investors and Income Opportunity
Realty Investors. American Realty Investors will defer further action on these
proposed mergers until the consummation or abandonment of its tender offers for
the shares of Transcontinental Realty Investors and Income Opportunity Realty
Investors. If the tender offers for the shares of Transcontinental Realty
Investors and Income Opportunity Investors are consummated for less than the
outstanding shares of those companies held by persons not affiliated with
American Realty Investors, Inc., American Realty Investors, Inc. expects to
continue to pursue mergers with those entities.


American Realty Investors is a real estate investment company that holds a
diverse portfolio of equity real estate located across the U.S., including
office buildings, apartments, hotels, shopping centers and developed and
undeveloped land. Transcontinental Realty Investors is a real estate investment
company that invests in real estate similar to ARL's holdings. Income
Opportunity Realty Investors is a real estate investment trust that invests in
real estate. For more information on the companies, visit their Websites at
http://www.bcm-inc.com.


This news release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, which can be identified by
the use of forward-looking terminology, such as "intend," "may," "will,"
"expect," "anticipate," "estimate," or "continue" or the use of the negative
thereof or other variations thereon or comparable terminology. In particular,
any statement expressed or implied, concerning future events is a
forward-looking statement. There can be no assurance that any expectation
expressed or implied herein will prove to be correct, or that any contemplated
event or result will occur as anticipated. Among other factors, the inability to
obtain requisite financing may cause actual results to differ from those
anticipated.


THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF TRANSCONTINENTAL REALTY INVESTORS, INC. OR SHARES OF INCOME
OPPORTUNITY REALTY INVESTORS, INC. AT THE TIME THE OFFER IS COMMENCED, EACH
ACQUIRING ENTITY WILL FILE A TENDER OFFER STATEMENT AND EACH TARGET ENTITY WILL
FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH THE U.S. SECURITIES AND
EXCHANGE COMMISSION WITH RESPECT TO THE OFFER. THE TENDER OFFER STATEMENT
(INCLUDING AN OFFER TO PURCHASE, A RELATED LETTER OF TRANSMITTAL AND OTHER OFFER
DOCUMENTS) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT
INFORMATION THAT SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE WITH
RESPECT TO THE OFFER. THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL
AND CERTAIN OTHER OFFER DOCUMENTS, AS WELL AS THE SOLICITATION/RECOMMENDATION
STATEMENT, WILL BE MADE AVAILABLE TO ALL STOCKHOLDERS OF EACH TARGET ENTITY, AT
NO EXPENSE TO THEM. THE TENDER OFFER STATEMENT (INCLUDING THE OFFER TO PURCHASE,
THE RELATED LETTER OF TRANSMITTAL AND ALL OTHER OFFER DOCUMENTS FILED WITH THE
COMMISSION) AND THE SOLICITATION/RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE
AT NO CHARGE AT THE COMMISSION'S WEBSITE AT WWW.SEC.GOV. ONCE THE TENDER OFFER
IS COMMENCED, THE TENDER OFFER STATEMENT AND RELATED MATERIALS MAY BE OBTAINED
FOR FREE BY DIRECTING SUCH REQUESTS TO AMERICAN REALTY'S INFORMATION AGENT,
GEORGESON



<PAGE>



SHAREHOLDER COMMUNICATIONS, INC. FOR TRANSCONTINENTAL INFORMATION, CALL
TOLL-FREE (866) 423-4880. FOR INCOME OPPORTUNITY INFORMATION, CALL TOLL-FREE
(866) 423-4879.


Contact:
         American Realty Investors, Inc.
         Phyllis Wolper, Director, Investor Relations
         (800) 400-6407 (469) 522-4245
         investor.relations@bcminc.com




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