-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, IwIwPTdHMGtfs/oGR3Ii1nlLzYAwMlMXN+R3oWc1Dz2G6p0hvctR986yprSWAN9p 73KdXNNI7Jh8gWpKw3CV1w== 0000950134-96-002676.txt : 19960606 0000950134-96-002676.hdr.sgml : 19960606 ACCESSION NUMBER: 0000950134-96-002676 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960605 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: 96577120 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. 28 TO SCHEDULE 13D 1 UNITED STATES SECURITES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 28)* 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) May 24, 1996 ------------------------------------------------------- (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 statment 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 of 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 Securites Exchange Act of 1934 ("Act") or otherwise subject to the liabilites 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. 221-663-208 PAGE 2 OF 11 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 1,630,065 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,630,065 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,630,065 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 38.6 % - -------------------------------------------------------------------------------- 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 11 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Gene E. Phillips Children's Trust 13-6599765 - -------------------------------------------------------------------------------- 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 49,299 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 49,299 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 49,299 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.2% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 - -------------------------------------------------------------------------------- *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 11 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 467,549 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY -0- OWNED BY ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 467,549 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 467,549 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.2% - -------------------------------------------------------------------------------- 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 March 15, 1996. 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 37.3% 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 and a director of BCM. (I) ART is a real estate investment company organized and existing as a Georgia corporation. 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. The following is a list of the executive officers and directors of ART:
Name Position(s) with ART ---- -------------------- Al Gonzalez Director Oscar W. Cashwell Director Dale A. Crenwelge Director Karl L. Blaha President Thomas A. Holland Executive Vice President and Chief Financial Officer
5 6 Randall M. Paulson Executive Vice President Bruce A. Endendyk Executive Vice President Lynn W. Humphries Senior Vice President, Commercial Asset Management Robert A. Waldman Senior Vice President, Secretary and General Counsel Drew D. Potera Treasurer
Mr. Gonzalez' business address is 4455 Alpha Road, Building 2, Dallas, Texas 75244. Mr. Gonzalez' present principal occupation is President of AGE Refining, Inc. Mr. Gonzalez is a citizen of the United States of America. Mr. Cashwell's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Cashwell's present principal occupation is Executive Vice 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 of Carmel Realty, Inc. Mr. Blaha 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 Executive Vice President and Chief Financial Officer of BCM. Mr. Holland 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 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. Humphries' business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Humphries' present principal occupation is Senior Vice President, Commercial Asset Management of BCM. Mr. Humphries is a citizen of the United States of America. 6 7 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. (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 is owned by Realty Advisors, Inc., a Nevada corporation. Realty Advisors, Inc. 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 ---- -------------------- Randall M. Paulson President Oscar W. Cashwell Executive Vice President Thomas A. Holland Executive Vice President and Chief Financial Officer Clifford C. Towns, Jr. Executive Vice President, Finance Bruce A. Endendyk Executive Vice President Cooper B. Stuart Executive Vice President Mark W. Branigan Executive Vice President Lynn W. Humphries Senior Vice President, Commercial Asset Management Robert A. Waldman Senior Vice President, General Counsel and Secretary Drew D. Potera Vice President, Treasurer and Securities Manager Ryan T. Phillips Director Mickey Ned Phillips Director
7 8 Information with respect to Messrs. Paulson, Cashwell, Endendyk, Holland, Humphries, Waldman and Potera is disclosed in (I) above. 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. Mr. Stuart's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Young's present principal occupation is Executive Vice President of BCM. Mr. Stuart is a citizen of the United States of America. Mr. Branigan's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Branigan's present principal occupation is Executive Vice President of BCM. Mr. Branigan is a citizen of the United States of America. Mr. Ryan Phillip's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Phillip's 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. Mickey Ned Phillips' business address is 264 Rolling Hills Circle, Gaffney, South Carolina 29340. Mr. Phillips' present principal occupation is owner of Phillips Remodeling Co. Mr. Phillips 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. Gene E. Phillips' business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Gene E. Phillips' present principal occupation is Chief Executive Officer and President of Syntek West, Inc. Gene E. Phillips is a citizen of the United States of America. Donald W. Phillips' business address is 10670 North Central Expressway, Suite 400, Dallas, Texas 75231. Donald W. Phillips' present principal occupation is President and owner of Big D Oil Field Equipment Sales. Donald W. Phillips is a citizen of the United States of America. During the last five (5) years, (i) none of the persons enumerated in (I) through (III) above has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) and (ii) none of such persons was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. 8 9 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 1,630,065 38.6% BCM 472,548 11.2% GEP Trust 49,299 1.2% Reporting Persons as a Group 2,151,912 51.0%
Shares Owned Beneficially ------------------------- Number of Percent of Reporting Person Shares Class (1) - ---------------- --------------- ---------- ART 1,630,065 38.6% BCM 472,548 11.2% GEP Trust 49,299 1.2% Al Gonzalez (2) 1,630,065 38.6% Ryan Phillips (3)(4) 521,847 12.3% Mickey Ned Phillips (3) 472,548 11.2% Dale A. Crenwelge (2) 1,630,065 38.6% Oscar W. Cashwell (2)(3) 2,102,613 49.8% Total 2,151,912 51.0%
____________________ (1) Percentage calculations are based upon 4,222,905 Shares outstanding at April 30, 1996. Total and addends may not match due to rounding. The increase of the percentage ownership is primarily due to the reduction in Shares outstanding resulting from Share repurchases by the Issuer. (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. 9 10 (b) Voting and Dispositive Power Each of the directors of ART share voting and dispositive power over all of the Shares owned by ART. Each of the directors of BCM share 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 since the date of the last report on Schedule 13D.
Reporting Number of Price Type of Person Date Shares Per Share Transaction - --------- -------- ------- --------- --------------- BCM 04/08/96 5,000 $9.875 Open Market
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 30,000 shares to Advest, pledged 15,000 shares to the Advisor Group, pledged 15,000 shares to Arnold Securities, pledged 15,000 shares to Baker & Co., pledged 200,499 shares to Bear Stearns, pledged 15,000 shares to Bidwell, pledged 15,000 shares to Brokerage Services, pledged 15,000 shares to Brown & Co., pledged 15,000 shares to C.J. Lawrence, pledged 15,000 shares to Cowen & Co., pledged 11,250 shares to Dain Bosworth, pledged 228,993 shares to Dean Witter (CA), pledged 22,500 shares to Dillon Read, pledged 15,000 shares to Equitable Sec., pledged 20,036 shares to Eversen Sec. (CA), pledged 30,000 shares to Eversen Sec. (TX), pledged 22,500 shares to First Southwest, pledged 33,000 shares to Global Strategies, pledged 35,261 shares to Goldman Sachs, pledged 21,000 shares to Hambrecht & Quist, pledged 15,000 shares to Interstate/J.L., pledged 15,000 shares to JB Oxford, pledged 22,500 shares to Jefferies (TX), pledged 15,000 shares to Lyon Josephthal, pledged 25,000 shares to Kirkpatrick Pettis, pledged 26,250 shares to Legg Mason, pledged 22,500 shares to Legg Mason (TX), pledged 22,500 shares to Marsh Block, pledged 7,500 shares to May Financial, pledged 22,500 shares to McDonald & Co., pledged 34,500 shares to Montgomery, pledged 15,000 shares to Morgan Keegan, pledged 32,550 shares to Mutual Securities, pledged 93,536 shares to NationsBanc, pledged 30,000 shares to Nationwide Sec., pledged 15,000 shares to Olde, pledged 27,000 shares to Oppenheimer (NY), pledged 50,036 shares to Oppenheimer (TX), pledged 22,500 shares to Pacific Brokerage, pledged 30,000 shares to The Principal, pledged 45,000 shares to Regions Investments, pledged 15,000 shares to Roney & Co., pledged 17,949 shares to Securities of America, pledged 19,500 shares to Tucker Anthony, pledged 43,500 shares to T.F. White, pledged 15,000 shares to UBS Securities, pledged 15,000 shares to Wachovia, pledged 13,500 shares to Washington Discount and pledged 84,207 shares to Wedbush Morgan in stock margin accounts maintained by it with such brokers. 10 11 BCM has pledged 7,500 shares to Advest, pledged 2,400 shares to The Advisors Group, pledged 37,500 shares to Baker & Co., pledged 15,000 shares to Brown & Co., pledged 7,500 shares to Cowen & Co., pledged 308,300 shares to Dean Witter (CA), pledged 21,349 shares to Eversen Sec. (TX), pledged 7,500 shares to Jefferies (TX), pledged 7,500 shares to Legg Mason, pledged 14,499 shares to NationsBanc, pledged 7,500 shares to Ohio Co., pledged 1,500 shares to Olde, pledged 15,000 shares to Regions Investment, pledged 4,500 shares to Rodman & Renshaw and pledged 15,000 shares to Worthen in stock margin accounts maintained by it with such brokers. GEP Trust has pledged 49,299 shares to Dean Witter (NY) in stock margin accounts maintained by it with such brokers. 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: June 5, 1996. AMERICAN REALTY TRUST, INC. By: /s/Karl L. Blaha -------------------------------- Karl L. Blaha President BASIC CAPITAL MANAGEMENT, INC. By: /s/Drew D. Potera ------------------------------- Drew D. Potera Treasurer GENE E. PHILLIPS CHILDREN'S TRUST By: /s/Donald W. Phillips --------------------------------- Donald W. Phillips Trustee 11 -----END PRIVACY-ENHANCED MESSAGE-----