-----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, fKeGbN3H4Gj468l01mOyO+whoOrdiALPB3S/7rLe2UtQ9jBAGWLBC7veNFbwj+rN G7b5P75POzaNWXo1jKALRQ== 0000950134-94-001553.txt : 19941230 0000950134-94-001553.hdr.sgml : 19941230 ACCESSION NUMBER: 0000950134-94-001553 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941229 SROS: AMEX 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: 94566965 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. 27 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 27 )* 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) December 9, 1994 ----------------------------------- (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 1,019,479 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 1,019,479 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,019,479 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 47.6% - -------------------------------------------------------------------------------- 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. 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 75,625 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 75,625 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 75,625 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / / - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - -------------------------------------------------------------------------------- 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 28, 1994. 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 G. Wayne Watts Director Al Gonzalez Director Ryan T. Phillips Director Tilmon Kreiling Director Karl L. Blaha President Hamilton P. Schrauff Executive Vice President and Chief Financial Officer
5 6
Name Position(s) - ---- ----------- Thomas A. Holland Senior Vice President and Chief Accounting Officer Robert A. Waldman Secretary Drew D. Potera Treasurer
Oscar W. 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. 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. 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. Ryan T. 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. Kreiling's business address is 4627 Kelsey Road, Dallas, Texas 75229. Mr. Kreiling's present principal occupation is President of Kreiling Associates & Co. Mr. Kreiling 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. 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. 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. 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 was known as National Realty Advisors, Inc. until it changed its name on October 1, 1992. 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) - ---- ------------ Oscar W. Cashwell President Clifford C. Towns, Jr. Executive Vice President, Finance Hamilton P. Schrauff Executive Vice President and Chief Financial Officer Karl L. Blaha Executive Vice President - Director of Commercial Management Stephen R. Young Executive Vice President - Director of Acquisitions Randall M. Paulson 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 Vice President, Treasurer and Securities Manager Ryan T. Phillips Director M. Ned Phillips Director
Information with respect to Messrs. Cashwell, Waldman, Schrauff, Blaha, Holland, Potera, and Ryan T. Phillips is disclosed in (I) above. 7 8 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. Ned Phillips' business address is 264 Rolling Hills Circle, Gaffney, South Carolina 29340. M. Ned Phillips' present principal occupation is owner of Phillips Remodeling Co. M. Ned Phillips is a citizen of the United States of America. Mr. Steven 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. Mr. Randall Paulson's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Paulson's present principal occupation is Executive Vice President of BCM. Mr. Paulson 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 1,019,479 47.6% BCM 75,625 3.5% GEP Trust 2,500 .1% TOTAL 1,097,604 51.2%
Units Owned Beneficially
Number of Percent of Name Units Class (1) - ---- --------- ---------- ART 1,019,479 47.6% BCM 75,625 3.5% GEP Trust 2,500 .1% G. Wayne Watts (2) 1,019,479 47.6% Al Gonzalez (2) 1,019,479 47.6% M. Ned Phillips (3) 75,625 3.5% Ryan Phillips (2)(3)(4) 1,097,604 51.2% Tilmon Kreiling (2) 1,019,479 47.6% Oscar W. Cashwell (2) 1,019,479 47.6% Total Units beneficially owned by Reporting Persons 1,097,604 51.2%
_____________________ (1) Percentage calculations are based upon 2,139,607 Units outstanding at December 9, 1994. 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. 9 10 (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 Each of the directors of ART share voting and dispositive power over the 1,019,479 Units held by ART. Each of the directors of BCM exercise voting and dispositive power over the 75,625 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 10/21/94 600 $28.875 Open Market ART 11/02/94 100 $28.875 Open Market ART 11/03/94 400 $28.875 Open Market ART 11/04/94 500 $28.875 Open Market ART 11/07/94 300 $28.875 Open Market ART 11/10/94 800 $28.75 Open Market ART 11/10/94 600 $28.875 Open Market ART 11/10/94 700 $28.875 Open Market ART 11/11/94 1,000 $28.875 Open Market ART 11/11/94 4,400 $28.875 Open Market ART 11/14/94 1,000 $28.875 Open Market ART 11/14/94 500 $28.75 Open Market ART 11/14/94 3,700 $28.875 Open Market ART 11/15/94 300 $28.875 Open Market ART 11/16/94 200 $28.75 Open Market ART 11/17/94 800 $28.75 Open Market ART 11/17/94 1,000 $28.75 Open Market ART 11/18/94 1,000 $28.75 Open Market ART 11/18/94 1,000 $28.75 Open Market ART 11/18/94 300 $28.75 Open Market ART 11/21/94 1,000 $28.75 Open Market ART 11/21/94 400 $28.75 Open Market ART 11/22/94 3,500 $28.75 Open Market ART 11/22/94 1,000 $28.75 Open Market ART 11/25/94 1,700 $28.75 Open Market ART 11/25/94 1,000 $28.75 Open Market ART 11/28/94 300 $28.75 Open Market
10 11 ART 11/29/94 1,000 $28.75 Open Market ART 11/29/94 2,000 $28.75 Open Market ART 11/30/94 100 $28.75 Open Market ART 12/01/94 100 $28.75 Open Market ART 12/02/94 800 $28.75 Open Market ART 12/02/94 300 $28.75 Open Market ART 12/05/94 400 $28.75 Open Market ART 12/06/94 100 $28.75 Open Market ART 12/06/94 100 $28.75 Open Market BCM 12/06/94 500 $29.00 Open Market BCM 12/07/94 500 $29.00 Open Market BCM 12/07/94 200 $29.25 Open Market BCM 12/08/94 500 $29.50 Open Market BCM 12/08/94 200 $29.25 Open Market ART 12/09/94 100 $28.75 Open Market BCM 12/09/94 300 $29.00 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 8,600 units to Accutrade, pledged 13,000 units to Advest, pledged 21,300 units to Alex Brown (TX), pledged 36,875 units to Allied, pledged 7,000 units to Arnold Securities, pledged 11,000 units to Baker & Co., pledged 50,575 units to Bear Stearns, pledged 15,000 units to Bidwell, pledged 8,500 units to Brown & Co., pledged 7,600 units to Chatfield Dean, pledged 20,000 units to C.J. Lawrence, pledged 12,900 units to Comerica, pledged 13,000 units to Cowen & Co., pledged 49,800 units to Dean Witter (CA), pledged 19,600 units to Dean Witter (IL), pledged 9,500 units to Dillon Read, pledged 11,991 units to Equitable, pledged 10,000 units to First Alabama, pledged 7,000 units to First Southwest, pledged 10,000 units to Global Strategies, pledged 29,300 units to Goldman Sachs, pledged 21,100 units to Hambrecht & Quist, pledged 5,000 units to Hamilton Investments, pledged 17,400 units to Howe Barnes, pledged 25,000 units to Legg Mason (TX), pledged 21,000 units to Kemper Sec. (CA), pledged 20,000 units to Kemper Sec. (TX), pledged 27,000 units to Kidder Peabody, pledged 20,000 units to Kidder Peabody-NY, pledged 19,000 units to Kirkpatrick Pettis, pledged 20,000 units to Legg Mason, pledged 8,000 units to Lehman Brothers, pledged 11,000 units to Lombard, pledged 10,000 units to Mabon, pledged 5,000 units to Marsh Block, pledged 5,000 units to May Financial, pledged 21,700 units to McDonald & Co., pledged 19,850 units to McDonald & Co., pledged 19,850 units to Montgomery, pledged 21,900 units to Mutual Securities, pledged 11,000 units to Nations Bank Sec., pledged 12,000 units to Ohio, pledged 15,000 units to Olde, pledged 18,100 units to Oppenheimer, pledged 23,160 units to Oppenheimer (TX), pledged 5,000 units to Pacific Brokerage, pledged 15,000 units to Paine Webber (NY), pledged 5,000 units to Paine Webber (TX), pledged 7,500 units to Piper Jaffray, pledged 6,375 units to The Principal, pledged 7,400 units to 11 12 Prudential (PA), pledged 44,800 units to Prudential (TX), pledged 12,600 units to Quick & Reilly, pledged 26,700 units to Rauscher Pierce, pledged 17,600 units to Robert Baird, pledged 10,000 units to Rodman & Renshaw, pledged 6,700 units to Roney & Co., pledged 6,000 units to Schramme Inv., pledged 12,000 units to Securities of America, pledged 21,800 units to Shearson (TX), pledged 5,000 units to Southwest Securities, pledged 16,000 units to Thomas F. White, pledged 17,250 units to Tucker Anthony, pledged 5,000 units to UBS Securities, pledged 5,000 units to Wachovia, pledged 5,000 units to Washington Discount, pledged 6,000 units to Wedbush Morgan and pledged 6,000 units to Wheat First Sec. in stock margin accounts maintained by it with such brokers. BCM has pledged 4,000 units to Accutrade, pledged 2,100 units to Advest, 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 3,000 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 2,000 units to Kidder Peabody, pledged 1,800 units to Legg Mason, pledged 2,000 units to Lehman Brothers, pledged 3,000 units to Lombard, pledged 1,000 units to Ohio, pledged 1,500 units to Paine Webber (TX), pledged 18,475 units to Piper Jaffrey, pledged 3,000 units to Prudential (PA), pledged 4,200 units to Prudential (TX), pledged 5,000 units to Prudential (TX) #2, pledged 5,000 units to Rodman & Renshaw, pledged 2,000 units to Signet and pledged 1,250 units to Southwest Sec. in stock margin accounts maintained by it with such brokers. 12 13 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: December 29, 1994 AMERICAN REALTY TRUST, INC. By: /s/Karl L. Blaha Karl L. Blaha President BASIC CAPITAL MANAGEMENT, INC. By: /s/Oscar W. Cashwell Oscar W. Cashwell President GENE E. PHILLIPS CHILDREN'S TRUST By: /s/Donald W. Phillips Donald W. Phillips Trustee 13 -----END PRIVACY-ENHANCED MESSAGE-----