-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, b3J8QD79HbF3QcwDg8WL8XudCfmB43xqWPsUYzC0xEkzDxCBv5hpQq7djPLYjbAu e90xhiS59hb+7kJckscxJA== 0000950134-95-000815.txt : 19950426 0000950134-95-000815.hdr.sgml : 19950426 ACCESSION NUMBER: 0000950134-95-000815 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950425 SROS: NASD GROUP MEMBERS: AMERICAN REALTY TRUST INC ET AL GROUP MEMBERS: BASIC CAPITAL MANAGEMENT, INC. GROUP MEMBERS: THE GENE E. PHILLIPS CHILDREN'S TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CONTINENTAL MORTGAGE & EQUITY TRUST CENTRAL INDEX KEY: 0000319416 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942738844 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-37878 FILM NUMBER: 95531042 BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPWY STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED CAPITAL SPECIAL TRUST DATE OF NAME CHANGE: 19901122 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REALTY TRUST INC ET AL CENTRAL INDEX KEY: 0000827165 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 540697989 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRESSWAY STREET 2: STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 214-692-47 MAIL ADDRESS: STREET 1: 10670 N CENTRAL EXPRESSWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75231 SC 13D/A 1 AMENDMENT NO. 23 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 23)* CONTINENTAL MORTGAGE AND EQUITY TRUST - -------------------------------------------------------------------------------- (Name of Issuer) Shares of Beneficial Interest, No Par Value - -------------------------------------------------------------------------------- (Title of Class of Securities) 211-663-208 ----------------------------------- (CUSIP Number) Robert A. Waldman 10670 North Central Expressway, Suite 600 Dallas, Texas 75231 (214) 692-4758 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 7, 1995 ----------------------------------- (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 Rule 13d-1(b)(3) or (4), check the following box / /. Check the following box if a fee is being paid with the statement / /. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) 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). 2 SCHEDULE 13D CUSIP NO. 211-663-208 PAGE 2 OF 12 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American Realty Trust, Inc. 54-0697989 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Georgia - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 1,033,010 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,033,010 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,033,010 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION. 3 SCHEDULE 13D CUSIP NO. 211-663-208 PAGE 3 OF 12 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Gene E. Phillips Children's Trust 13-6599769 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 32,866 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 32,866 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 32,866 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION. 4 SCHEDULE 13D CUSIP NO. 211-663-208 PAGE 4 OF 12 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Basic Capital Management, Inc. 75-2261065 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / / (b) / / - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) / / - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Nevada - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 245,699 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 245,699 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 245,699 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 8.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------- *SEE INSTRUCTION BEFORE FILLING OUT! INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION. 5 CONTINENTAL MORTGAGE AND EQUITY TRUST CUSIP No. 211 663 208 Item 1. Security and Issuer Item 1 is hereby amended to read as follows: This amendment relates to the Shares of Beneficial Interest, no par value (the "Shares"), of Continental Mortgage and Equity Trust ("CMET"), and amends the amended statement on Schedule 13D filed on February 15, 1995. The principal executive offices of CMET are located at 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Item 2. Identity and Background Item 2 is hereby amended to read as follows: This statement is being filed on behalf of American Realty Trust, Inc. ("ART"), Basic Capital Management, Inc. ("BCM"), and the Gene E. Phillips Children's Trust (the "GEP Trust") (collectively, 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 BCM owns approximately 40.9% of the outstanding securities of ART and BCM serves as the advisor to ART and CMET. BCM is beneficially owned by a trust established for the benefit of Gene E. Phillips' children. Ryan T. Phillips is the son of Gene E. Phillips, a beneficiary of the GEP Trust, a director of ART and a director of BCM. (I) ART is a real estate investment company organized and existing as a Georgia corporation engaged in the business of investing in and originating mortgage loans and, investing in real estate. ART's principal business activities include investment in real estate and in other business ventures. The principal place of business and principal office of ART is located at 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. 5 6 The following is a list of the executive officers and directors of ART:
Name Position(s) with ART ---- -------------------- G. Wayne Watts Director Ryan T. Phillips Director Al Gonzalez Director Oscar Cashwell Director Dale A. Crenwelge Director Karl L. Blaha President Hamilton P. Schrauff Executive Vice President and Chief Financial Officer Randall M. Paulson Executive Vice President Bruce A. Endendyk Executive Vice President Thomas A. Holland Senior Vice President and Chief Accounting Officer Robert A. Waldman Senior Vice President, Secretary and General Counsel Drew D. Potera Treasurer
Mr. Watts' business address is P.O. Box 27081, Greenville, South Carolina 29616. Mr. Watts' present principal occupation is President of Palmetto Industries. Mr. Watts is a citizen of the United States of America. Ryan T. Phillips' business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Ryan T. Phillips' present principal occupation is an independent real estate investor. Ryan is the son of Gene E. Phillips and a beneficiary of the GEP Trust. Ryan T. Phillips is a citizen of the United States of America. Mr. Gonzalez' business address is 5440 Harvest Hill, No. 250, Dallas, Texas 75230. Mr. Gonzalez' present principal occupation is President of AGE Refining, Inc. Mr. Gonzalez is a citizen of the United States of America. 6 7 Mr. Cashwell's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Cashwell's present principal occupation is the President of BCM. Mr. Cashwell is a citizen of the United States of America. Mr. Crenwelge's business address is 10208 Echo Ridge Drive, Austin, Texas 78750. Mr. Crenwelge's present principal occupation is the President of Longhorn Consultants Commercial Real Estate Group, Inc. and Crenwelge Commercial Consultants, Inc. Mr. Crenwelge is a citizen of the United States of America. Mr. Blaha's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Blaha's present principal occupation is Executive Vice President - Director of Commercial Management of BCM. Mr. Blaha is a citizen of the United States of America. Mr. Schrauff's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Schrauff's present principal occupation is Executive Vice President and Chief Financial Officer of BCM. Mr. Schrauff is a citizen of the United States of America. Mr. Paulson's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Paulson's present occupation is Executive Vice President of BCM. Mr. Paulson is a citizen of the United States of America. Mr. Endendyk's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Endendyk's present occupation is Executive Vice President of BCM. Mr. Endendyk is a citizen of the United States of America. Mr. Holland's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Holland's present principal occupation is Senior Vice President and Chief Accounting Officer of BCM. Mr. Holland is a citizen of the United States of America. Mr. Waldman's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Waldman's present principal occupation is Senior Vice President, General Counsel and Secretary of BCM. Mr. Waldman is a citizen of the United States of America. Mr. Potera's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Potera's present principal occupation is Vice President, Treasurer and Security Manager of BCM. Mr. Potera is a citizen of the United States of America. 7 8 (II) BCM is a corporation organized and existing under the laws of the State of Nevada. BCM's principal business activity is the provision of advisory services for real estate investment trusts. Its principal place of business and principal office is located at 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. BCM was known as National Realty Advisors, Inc. until it changed its name on October 1, 1992. BCM is owned by a trust for the benefit of the children of Gene E. Phillips. The directors and executive officers of BCM are as follows:
Name Position(s) with BCM ---- -------------------- Oscar W. Cashwell President Hamilton P. Schrauff Executive Vice President and Chief Financial Officer Karl L. Blaha Executive Vice President - Director of Commercial Management Clifford C. Towns, Jr. Executive Vice President, Finance Steven R. Young Executive Vice President - Director of Acquisitions Randall M. Paulson Executive Vice President Bruce A. Endendyk Executive Vice President Thomas A. Holland Senior Vice President and Chief Accounting Officer Robert A. Waldman Senior Vice President, General Counsel and Secretary Drew D. Potera Treasurer Ryan T. Phillips Director
Information with respect to Messrs. Cashwell, Schrauff, Blaha, Paulson, Endendyk, Holland, Waldman, Potera and Phillips is disclosed in (I) above. Mr. Young's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Young's present principal occupation is Executive Vice President - Director of Acquisitions of BCM. Mr. Young is a citizen of the United States of America. 8 9 Mr. Towns' business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Towns' present principal occupation is Executive Vice President of BCM. Mr. Towns is a citizen of the United States of America. (III) The GEP Trust is a trust formed under the laws of Texas for the benefit of the children of Gene E. Phillips. The trustee of the GEP Trust is Mr. Phillips' brother, Donald W. Phillips. Item 5. Interest in Securities of the Issuer Item 5 is hereby amended to read as follows: (a) Share Ownership The following tables show the Shares owned directly and beneficially by the Reporting Persons on the date of this statement: Shares Owned Directly
Number of Percent of Reporting Person Shares Class (1) - ---------------- ---------- ---------- ART 1,033,010 35.4% BCM 245,699 8.4% GEP Trust 32,866 1.1% Reporting Persons as a Group 1,311,575 44.9%
Shares Owned Beneficially
Number of Percent of Reporting Person Shares Class I - ---------------- ---------- --------- ART 1,033,010 35.4% BCM 245,699 8.4% GEP Trust 32,866 1.1% G. Wayne Watts (2) 1,033,010 35.4% Al Gonzalez (2) 1,033,010 35.4% Ryan Phillips (2)(3)(4) 1,311,575 44.9% Dale A. Crenwelge (2) 1,033,010 35.4% Oscar W. Cashwell (2)(3) 1,278,709 43.8% Total 1,311,575 44.9%
_____________________ 9 10 (1) Percentage calculations are based upon 2,918,121 Shares outstanding at March 17, 1995. Total and addends may not match due to rounding. (2) May be deemed to be a beneficial owner of the Shares owned directly by ART by virtue of the relationship to ART as described in Item 2. (3) May be deemed to be a beneficial owner of the Shares owned directly by BCM by virtue of the relationship to BCM as described in Item 2. (4) May be deemed to be a beneficial owner of the Shares owned directly by the GEP Trust by virtue of the relationship to the GEP Trust as described in Item 2. (b) Voting and Dispositive Power Each of the directors of ART share voting and dispositive power over all of the Shares owned by ART. Ryan Phillips, as sole director of BCM, has voting and dispositive power over all of the Shares owned by BCM. The Trustee of GEP Trust has complete voting and dispositive power over all of the Shares owned by the GEP Trust. (c) Transactions in Securities The following table lists the purchase transactions in the Shares that were effected by the Reporting Persons during the past sixty days:
Reporting Number of Price Type of Person Date Shares Per Share Transaction - --------- ---- ---------- --------- ----------- ART 02/21/95 4,000 $15.00 Open Market BCM 02/23/95 5,000 $15.00 Open Market ART 03/07/95 4,000 $15.00 Open Market BCM 03/14/95 4,000 $15.00 Open Market ART 03/16/95 4,000 $15.00 Open Market BCM 03/30/95 4,000 $15.00 Open Market ART 04/07/95 4,000 $15.00 Open Market
10 11 Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Item 6 is hereby amended to read as follows: ART has pledged 20,000 shares to Advest, pledged 10,000 shares to The Advisors Group, pledged 25,000 shares to Allied, pledged 10,000 shares to Arnold Securities, pledged 10,000 shares to Baker & Co., pledged 10,000 shares to Bidwell, pledged 10,000 shares to Brokerage Services, pledged 10,000 shares to Brown & Co., pledged 10,000 shares to C.J. Lawrence, pledged 15,000 shares to Comerica, pledged 10,000 shares to Cowen & Co., pledged 7,500 shares to Dain Bosworth, pledged 178,962 shares to Dean Witter (CA), pledged 15,000 shares to Dillon Read, pledged 10,000 shares to Equitable Sec., pledged 30,000 shares to First Alabama, pledged 15,000 shares to First Southwest, pledged 22,000 shares to Global Strategies, pledged 23,507 shares to Goldman Sachs, pledged 14,000 shares to Hambrecht & Quist, pledged 10,000 shares to JB Oxford, pledged 15,000 shares to Legg Mason (TX), pledged 13,357 shares to Kemper Sec., pledged 20,000 shares to Kemper Sec. (TX), pledged 10,000 shares to Kirkpatrick Pettis, pledged 17,500 shares to Legg Mason, pledged 18,000 shares to Lehman Brothers, pledged 10,000 shares to Lombard, pledged 15,000 shares to Marsh Block, pledged 5,000 shares to May Financial, pledged 15,000 shares to McDonald & Co., pledged 23,000 shares to Montgomery, pledged 10,000 shares to Morgan Keegan, pledged 21,700 shares to Mutual Securities, pledged 52,357 shares to NationsBanc, pledged 20,000 shares to Nationwide Sec., pledged 18,000 shares to Ohio Co., pledged 10,000 shares to Olde, pledged 18,000 shares to Oppenheimer (NY), pledged 33,357 shares to Oppenheimer (TX), pledged 5,000 shares to Pacific Brokerage, pledged 5,000 shares to Paine Webber (NY), pledged 31,138 shares to Piper Jaffray, pledged 20,000 shares to The Principal, pledged 10,000 shares to Quick & Reilly, pledged 35,000 shares to Robert Baird, pledged 13,000 shares to Rodman & Renshaw, pledged 10,000 shares to Roney & Co., pledged 11,966 shares to Securities of America; pledged 666 shares to Southwest Sec. (TX), pledged 13,000 to Tucker Anthony, pledged 29,000 shares to T.F. White, pledged 10,000 shares to UBS Securities, pledged 10,000 shares to Wachovia, pledged 9,000 shares to Washington Discount and pledged 9,000 shares to Wedbush Morgan in stock margin accounts maintained by it with such brokers. BCM has pledged 5,000 shares to Advest, pledged 5,000 shares to Cowen & Co., pledged 191,200 shares to Dean Witter (CA), pledged 14,233 shares to Kemper Sec. (TX), pledged 5,000 shares to Legg Mason, pledged 5,000 shares to Ohio Co., pledged 1,000 shares to Olde, pledged 1,600 shares to Paine Webber (TX), pledged 5,000 shares to Paine Webber (NY), pledged 3,000 shares to Rodman & Renshaw and pledged 9,666 shares to Shearson (TX) in stock margin accounts maintained by it with such brokers. 11 12 SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: April 25, 1995 AMERICAN REALTY TRUST, INC. By: /s/Karl L. Blaha ---------------------------- Karl L. Blaha President BASIC CAPITAL MANAGEMENT, INC. By: /s/Hamilton P. Schrauff ---------------------------- Hamilton P. Schrauff Executive Vice President GENE E. PHILLIPS CHILDREN'S TRUST By: /s/Donald W. Phillips ---------------------------- Donald W. Phillips Trustee 12 -----END PRIVACY-ENHANCED MESSAGE-----