-----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, LZ+bL0GY/a1EXXnFQ6VNR5uX9e1MZwFHI62VluPpA3KyUzvcdyoqL5UjC9OOp7EQ YkYBO/5JxJjLaaZmB/fYTw== 0000950134-97-000642.txt : 19970225 0000950134-97-000642.hdr.sgml : 19970225 ACCESSION NUMBER: 0000950134-97-000642 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970204 SROS: NASD GROUP MEMBERS: AMERICAN REALTY TRUST INC ET AL GROUP MEMBERS: ART HOLDINGS, INC. GROUP MEMBERS: BASIC CAPITAL MANAGEMENT, INC. GROUP MEMBERS: BCM HOLDINGS, INC. 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: 97517024 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 OPERATORS (NO DEVELOPERS) & LESSORS [6510] 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. 34 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. 34)* 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 N. Central Expressway, Suite 600 Dallas, Texas 75231 (214) 692-4758 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 10, 1997 ----------------------------------- (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 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 81,084 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 81,084 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 81,084 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.3% - -------------------------------------------------------------------------------- 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 11 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BCM HOLDINGS, INC. 75-2664665 - -------------------------------------------------------------------------------- 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 Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 290,275 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 290,275 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 290,275 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.6% - -------------------------------------------------------------------------------- 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. 4 SCHEDULE 13D CUSIP NO. 637-353-301 PAGE 4 OF 11 PAGES - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ART HOLDINGS, INC. 75-2663476 - -------------------------------------------------------------------------------- 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 3,349,535 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 3,349,535 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,349,535 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 53.2% - -------------------------------------------------------------------------------- 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 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 October 10, 1996. The principal executive offices of the Partnership are located at 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. As stated in the previous Amendments, certain of the Reporting Persons have established new subsidiaries to hold the Outstanding Units and they have been added as Reporting Persons and this Amendment identifies the number of Units which are now held by the subsidiaries. In addition, Basic Capital Management, Inc. ("BCM") no longer owns any Units in its name and therefore is no longer included as a Reporting Person. 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"), BCM Holdings, Inc. ("BHI") and ART Holdings, Inc. ("AHI") (collectively the "Reporting Persons"). ART, BHI and AHI may be deemed to constitute a "person" within the meaning of Section 13 (d) of the Securities Exchange Act of 1934, as amended. BHI is a wholly-owned subsidiary of BCM, who serves as the Advisor and is the largest shareholder of ART. BHI was recently established for the sole purpose of holding record ownership of the Units beneficially owned by BCM. AHI is a wholly-owned subsidiary of ART recently established for the sole purpose of holding record ownership of the Units beneficially owned by ART. (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) - ---- ----------- Roy E. Bode Director Oscar W. Cashwell Director
5 6
Name Position(s) - ---- ----------- Dale A. Crenwelge Director Al Gonzalez Director Karl L. Blaha Director\President Thomas A. Holland Executive Vice President and Chief Financial Officer Randall M. Paulson Executive Vice President Bruce A. Endendyk Executive Vice President Mark W. Branigan Senior Vice President - Residential Asset Management Lynn W. Humphries Senior Vice President - Commercial Asset Management Robert A. Waldman Senior Vice President, Secretary and General Counsel Drew D. Potera Vice President and Treasurer
Mr. Bode's business address is 2435 E. FM 879, Palmer, Texas 75152. Mr. Bode's present principal occupation is Vice President for Public Affairs at the University of Texas Southwestern Medical Center at Dallas. Mr. Bode 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 real estate consultant for 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. Crenwelge's business address is PO Box 717, 527 Highway 27, Comfort, TX 78013. 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. 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. 6 7 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 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. Branigan's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Branigan's present principal occupation is Executive Vice President - Residential Asset Management of BCM. Mr. Branigan 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. 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 Securities Manager of BCM. Mr. Potera is a citizen of the United States of America. (II) BHI is a corporation organized and existing under the laws of the State of Nevada. BHI is a wholly-owned subsidiary of BCM. BHI's principal business activity is the holding of record ownership of Units beneficially owned by BCM. Its principal place of business and principal office is located at 10670 North Central Expressway, Suite 600, Dallas, Texas. The directors and executive officers of BHI are as follows:
Name Position(s) - ---- ----------- Thomas A. Holland Director/President and Chief Financial Officer Robert A. Waldman Director/Secretary Drew D. Potera Director/Treasurer
7 8 Information with respect to Messrs. Holland, Waldman and Potera is disclosed in (I) above. (III) AHI is a corporation organized and existing under the laws of the State of Nevada. AHI is a wholly- owned subsidiary of ART. AHI's principal business activity is the holding of record ownership of Units beneficially owned by ART. Its principal place of business and principal office is located at 10670 North Central Expressway, Suite 600, Dallas, Texas. The directors and executive officers of AHI are as follows:
Name Position(s) - ---- ----------- Karl L. Blaha Director\President Thomas A. Holland Vice President and Chief Financial Officer Robert A. Waldman Director\Secretary Drew D. Potera Director\Treasurer
Information with respect to Messrs. Blaha, Holland, Waldman and Potera is disclosed in (I) above. 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. 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 81,084 1.3% BHI 290,275 4.6% AHI 3,349,535 53.2% TOTAL 3,720,894 59.1%
8 9 Units Owned Beneficially
Number of Percent of Name Units Class (1) - ---- --------- ---------- ART 81,084 1.3% BHI 290,275 4.6% AHI 3,349,535 53.2% Al Gonzalez (2) 81,084 1.3% Roy E. Bode (2) 81,084 1.3% Dale A. Crenwelge (2) 81,084 1.3% Oscar W. Cashwell (2) 81,084 1.3% Karl L. Blaha (2)(4) 3,430,061 54.4% Thomas A. Holland (3) 290,275 4.6% Robert A. Waldman (3)(4) 3,430,061 54.4% Drew D. Potera (3)(4) 3,430,061 54.4% Total Units beneficially owned by Reporting Persons 3,720,894 59.1%
(1) Percentage calculations are based upon 6,329,709 Units outstanding at November 1, 1996. 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 BHI by virtue of the relationship to the BHI described in Item 2. (4) May be deemed to be a beneficial owner of the Units held directly by AHI by virtue of the relationship to AHI described in Item 2. (b) Voting and Dispositive Power Each of the directors of ART share voting and dispositive power over the 81,084 Units held by ART. Each of the directors of BHI exercise voting and dispositive power over the 290,275 Units held by BHI. Each of the directors of AHI exercise voting and dispositive power over the 3,349,535 Units held by AHI. (c) Transactions in Securities The following table lists the purchase transactions in the Units that were effected by the Reporting Persons since the last Amendment filing.
Reporting Number Price Type of Person Date of Units Per Unit Transaction - --------- ---- -------- -------- ----------- ART 10/25/96 100 $12.250 Open Market ART 10/28/96 1,800 $12.250 Open Market ART 10/29/96 3,000 $12.250 Open Market
9 10
Reporting Number Price Type of Person Date of Units Per Unit Transaction - ------ ---- -------- -------- ----------- ART 10/30/96 200 $12.250 Open Market ART 10/31/96 200 $12.250 Open Market ART 11/12/96 100 $12.250 Open Market ART 11/13/96 200 $12.250 Open Market ART 11/15/96 100 $12.250 Open Market ART 11/19/96 800 $12.250 Open Market ART 11/20/96 100 $12.250 Open Market ART 11/21/96 100 $12.250 Open Market ART 11/26/96 400 $12.250 Open Market ART 11/27/96 2,200 $12.250 Open Market ART 11/29/96 100 $12.250 Open Market ART 12/10/96 700 $12.625 Open Market ART 12/11/96 1,700 $12.625 Open Market ART 12/23/96 200 $12.750 Open Market ART 12/24/96 2,100 $12.750 Open Market ART 12/26/96 6,700 $12.750 Open Market ART 12/27/96 300 $12.875 Open Market ART 12/27/96 600 $13.000 Open Market ART 01/03/97 500 $13.000 Open Market ART 01/06/97 600 $13.000 Open Market ART 01/10/97 1,000 $13.000 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 10,000 Units to Advest, Inc., pledged 1,200 Units to Global Securities, pledged 400 Units to Goldman Sachs, pledged 5,000 Units to Hambrecht & Quist, pledged 27,000 shares to Nations Bank, pledged 13,784 shares to Principal Securities and pledged 23,700 shares to Rauscher Pierce in stock margin accounts maintained by it with such brokers. BHI has pledged 290,275 Units pursuant to a loan agreement with CS First Boston. AHI has pledged 3,349,535 Units pursuant to a loan agreement with CS First Boston. 10 11 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: January 28, 1997. AMERICAN REALTY TRUST, INC. By: /s/ Karl L. Blaha ------------------------ Karl L. Blaha President BCM HOLDINGS, INC. By: /s/ Drew D. Potera ------------------------ Drew D. Potera Treasurer ART HOLDINGS, INC. By: /s/ Drew D. Potera ------------------------ Drew D. Potera Treasurer 11 -----END PRIVACY-ENHANCED MESSAGE-----