-----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, rNskaK45k67YYK63IxeRHaPy5E6N5UhwZG2pCS0riHIYk/DaPiyzEY8YO1ma0L6v TonJypJBh1ou/x1o21u3sQ== 0000950134-95-002216.txt : 19950908 0000950134-95-002216.hdr.sgml : 19950908 ACCESSION NUMBER: 0000950134-95-002216 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950907 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: NATIONAL REALTY L P CENTRAL INDEX KEY: 0000819671 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 752163175 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-39413 FILM NUMBER: 95570876 BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRWY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 MAIL ADDRESS: STREET 1: 10670 N CENTRAL EXPRWY STREET 2: SUITE 300 CITY: DALLAS STATE: TX ZIP: 75231 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.31 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. 31)* NATIONAL REALTY, L.P. - -------------------------------------------------------------------------------- (Name of Issuer) Units of Limited Partnership Interest - -------------------------------------------------------------------------------- (Title of Class of Securities) 637-353-301 ----------------------------------- (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) August 24, 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. 637-353-301 PAGE 2 OF 13 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 1,099,874 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,099,874 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,099,874 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 51.4% - -------------------------------------------------------------------------------- 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. 637-353-301 PAGE 3 OF 13 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 93,725 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 93,725 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 93,725 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.4% - -------------------------------------------------------------------------------- 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. 4 SCHEDULE 13D CUSIP NO. 637-353-301 PAGE 4 OF 13 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 2,500 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 2,500 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,500 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.1% - -------------------------------------------------------------------------------- 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. 5 NATIONAL REALTY, L.P. CUSIP NO. 637-353-301 Item 1. Security and Issuer Item 1 is hereby amended to read as follows: This amendment relates to the Units of Limited Partner Interest (the "Units") of National Realty, L.P., a Delaware limited partnership (the "Partnership"), and amends the statement on Schedule 13D filed on July 7, 1995. The principal executive offices of the Partnership 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"). ART, BCM and the GEP Trust may be deemed to constitute a "person" within the meaning of Section 13 (d) of the Securities Exchange Act of 1934, as amended. This is because BCM serves as the advisor and is the largest shareholder of ART. BCM is beneficially owned by a Trust established for the benefit of Gene E. Phillips' Children. Gene E. Phillips' children are beneficiaries of the GEP Trust and Ryan T. Phillips is a director of both ART and BCM and the adult son of Gene E. Phillips. (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 each executive officer and director of ART:
Name Position(s) - ---- ----------- Oscar W. Cashwell Director Al Gonzalez Director Ryan T. Phillips Director Dale A. Crenwelge Director Karl L. Blaha President Thomas A. Holland Executive Vice President and Chief Financial Officer Randall M. Paulson Executive Vice President
5 6
Name Position(s) - ---- ----------- Bruce A. Endendyk Executive Vice President Robert A. Waldman Senior Vice President, Secretary and General Counsel Drew D. Potera Treasurer
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. 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. Phillips' business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Ryan T. Phillips currently is an independent real estate investor. Ryan T. Phillips 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 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. 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. 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. Paulson's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Paulson's present principal 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 principal occupation is Executive Vice President of BCM. Mr. Endendyk 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. 6 7 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 Securities 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 established for the benefit of the children of Gene E. Phillips. The directors and executive officers of BCM are as follows:
Name Position(s) - ---- ----------- 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 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
Information with respect to Messrs. Cashwell, Waldman, Schrauff, Blaha, Paulson, Endendyk, Holland, Potera and Ryan T. Phillips 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. 7 8 Mr. Stuart's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Stuart 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 is Executive Vice President of BCM. Mr. Branigan 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 Units owned directly and beneficially by the Reporting Persons on the date of this statement:
Units Owned Directly -------------------- Number of Percent of Name Units Class (1) - ---- --------- ---------- ART 1,099,874 51.4% BCM 93,725 4.4% GEP Trust 2,500 .1% TOTAL 1,196,099 55.9%
Units Owned Beneficially ------------------------ Number of Percent of Name Units Class (1) - ---- --------- ---------- ART 1,099,874 51.4% BCM 93,725 4.4% GEP Trust 2,500 .1% Al Gonzalez (2) 1,099,874 51.4% Ryan Phillips (2)(3)(4) 1,196,099 55.9% Dale A. Crenwelge (2) 1,099,874 51.4% Oscar W. Cashwell (2) 1,099,874 51.4% Mickey Ned Phillips (3) 93,725 4.4% Total Units beneficially owned by Reporting Persons 1,196,099 55.9%
_____________________ (1) Percentage calculations are based upon 2,139,368 Units outstanding at July 28, 1995. Total and addends may not match due to rounding. (2) May be deemed to be a beneficial owner of the Units held directly by ART by virtue of the relationship to ART described in Item 2. (3) May be deemed to be a beneficial owner of the Units held directly by BCM by virtue of the relationship to BCM described in Item 2. (4) May be deemed to be a beneficial owner of the Units held directly by the GEP Trust by virtue of the relationship to the GEP Trust described in Item 2. (b) Voting and Dispositive Power 9 10 Each of the directors of ART share voting and dispositive power over the 1,099,874 Units held by ART. Each of the directors of BCM exercise voting and dispositive power over the 93,725 Units held by BCM. The trustee of GEP Trust has voting and dispositive power over the 2,500 Units held by the GEP Trust. (c) Transactions in Securities The following table lists the purchase transactions in the Units that were effected by the Reporting Persons during the past sixty days:
Reporting Number of Price Type of Person Date Units Per Unit Transaction - --------- ---- --------- -------- ----------- ART 07/10/95 600 $30.250 Open Market ART 07/11/95 300 $30.250 Open Market ART 07/12/95 200 $30.250 Open Market ART 07/13/95 500 $30.250 Open Market BCM 07/14/95 400 $30.250 Open Market ART 07/19/95 200 $30.00 Open Market ART 07/19/95 800 $30.250 Open Market BCM 07/19/95 600 $30.250 Open Market ART 07/19/95 1,000 $30.250 Open Market ART 07/20/95 1,000 $30.250 Open Market BCM 07/20/95 700 $30.250 Open Market BCM 07/26/95 1,300 $30.250 Open Market BCM 07/28/95 1,000 $30.250 Open Market BCM 07/31/95 200 $30.250 Open Market BCM 08/02/95 100 $30.250 Open Market BCM 08/08/95 100 $30.250 Open Market BCM 08/09/95 100 $30.250 Open Market BCM 08/10/95 1,000 $30.250 Open Market BCM 08/10/95 500 $30.250 Open Market BCM 08/10/95 400 $30.125 Open Market BCM 08/10/95 600 $30.250 Open Market BCM 08/10/95 1,000 $30.250 Open Market BCM 08/10/95 1,100 $30.250 Open Market BCM 08/11/95 900 $30.250 Open Market BCM 08/11/95 1,500 $30.250 Open Market BCM 08/11/95 1,000 $30.250 Open Market ART 08/14/95 1,000 $30.250 Open Market ART 08/15/95 500 $30.00 Open Market ART 08/15/95 500 $30.125 Open Market ART 08/15/95 400 $30.250 Open Market BCM 08/16/95 1,000 $30.250 Open Market ART 08/17/95 200 $30.375 Open Market ART 08/22/95 100 $30.250 Open Market ART 08/22/95 400 $30.250 Open Market ART 08/22/95 500 $30.250 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 13,000 units to Advest, pledged 21,300 units to Alex Brown (TX), pledged 40,375 units to Allied, pledged 10,000 units to Arnold Securities, pledged 13,500 units to Baker & Co., pledged 56,075 units to Bear Stearns, pledged 15,000 units to Bidwell, pledged 12,000 units to Brokerage Services, pledged 10,500 units to Brown & Co., pledged 20,000 units to C.J. Lawrence, pledged 13,000 units to Cowen & Co., pledged 118,200 units to Dean Witter (CA), pledged 11,000 units to Dillon Read, pledged 13,991 units to Equitable, pledged 13,500 units to First Alabama, pledged 10,000 units to First Southwest, pledged 10,000 units to Global Strategies, pledged 29,300 units to Goldman Sachs, pledged 21,200 units to Hambrecht & Quist, pledged 17,400 units to Howe Barnes, pledged 11,000 units to Interstate/Johnson L., pledged 22,000 units to JB Oxford, pledged 15,000 units to Jefferies (TX), pledged 21,200 units to Kemper Sec. (CA), pledged 20,000 units to Kemper Sec. (TX), pledged 19,000 units to Kirkpatrick Pettis, pledged 20,000 units to Legg Mason (NY), pledged 25,000 units to Legg Mason (TX), pledged 12,000 units to Lombard, pledged 10,000 units to Marsh Block, pledged 6,000 units to May Financial, pledged 21,700 units to McDonald & Co., pledged 19,850 units to Montgomery, pledged 12,100 units to Morgan Keegan, pledged 21,900 units to Mutual Securities, pledged 26,500 units to NationsBank Cap., pledged 4,000 units to Nationwide Sec., pledged 13,000 units to Ohio, pledged 16,000 units to Olde, pledged 18,100 units to Oppenheimer, pledged 30,560 units to Oppenheimer (TX), pledged 5,495 units to Pacific Brokerage, pledged 7,500 units to Piper Jaffray, pledged 12,575 units to The Principal, pledged 16,000 units to Quick & Reilly, pledged 26,700 units to Rauscher Pierce, pledged 17,600 units to Robert Baird, pledged 12,000 units to Rodman & Renshaw, pledged 9,300 units to Roney & Co., pledged 9,000 units to Schramme Inv., pledged 6,000 units to Southwest Securities (TX), pledged 16,000 units to Thomas F. White, pledged 18,250 units to Tucker Anthony, pledged 8,000 units to UBS Securities, pledged 8,000 units to Wachovia, pledged 5,000 units to Washington Discount, pledged 7,000 units to Wedbush Morgan and pledged 6,000 units to Wheat First Sec. in stock margin accounts maintained by it with such brokers. In addition, ART has pledged 65,200 units to Foothill Capital as collateral pursuant to a loan agreement. BCM has pledged 2,100 units to Advest, pledged 2,500 units to The Advisors Group, pledged 7,400 units to Bear Stearns, pledged 1,200 units to Brown & Co., pledged 3,000 units to CJ Lawrence, pledged 800 units to Cowen & Co., pledged 1,500 units to Dean Witter (CA), pledged 4,000 units to Dillon Read, pledged 4,000 units to First Alabama, pledged 2,000 units to Hambrecht & Quist, pledged 2,000 units to HD Vest, pledged 3,000 units to IDS Financial, pledged 500 units to Jefferies (TX), pledged 2,000 units to Kirkpatrick Pettis, pledged 1,800 units to Legg Mason (NY), pledged 3,000 units to Lombard, pledged 2,000 units to NationsBanc Disc., pledged 5,000 units to Nationsbank Cap., pledged 1,000 units to Ohio, pledged 2,500 units to Olde, pledged 9,200 units to Oppenheimer (TX), pledged 2,000 units to Paine Webber (WA), pledged 18,475 units to Piper Jaffrey, pledged 500 units to The Principal, pledged 1,000 units to Quick & Reilly, pledged 5,000 units to Rodman & Renshaw, pledged 2,000 units to Signet, pledged 3,250 units to Southwest Sec.(TX) and pledged 1,000 units to Texas Commerce 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: September 7, 1995 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 12 -----END PRIVACY-ENHANCED MESSAGE-----