<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 19)*
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)
September 29, 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).
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SCHEDULE 13D
CUSIP NO. 211-663-208 PAGE 2 OF 12 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Realty Trust, Inc.
54-0697989
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
929,310
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
929,310
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
929,310
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.9%
- --------------------------------------------------------------------------------
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.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 211-663-208 PAGE 3 OF 12 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Gene E. Phillips Children's Trust
13-6599769
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
32,866
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
32,866
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
32,866
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
OO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 4
SCHEDULE 13D
CUSIP NO. 211-663-208 PAGE 4 OF 12 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Basic Capital Management, Inc.
75-2261065
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / /
(b) / /
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) / /
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
184,699
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
184,699
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
184,699
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
- --------------------------------------------------------------------------------
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.
<PAGE> 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 June 27, 1994. 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 44.2% of the outstanding securities of
ART and BCM serves as the advisor to ART and CMET. BCM is beneficially owned
by a trust established for the benefit of Gene E. Phillips' children. Ryan T.
Phillips is the son of Gene E. Phillips, a beneficiary of the GEP Trust, a
director of ART and a director of BCM.
(I) ART is a real estate investment company organized and existing as
a Georgia corporation engaged in the business of investing in and originating
mortgage loans and, investing in real estate. ART's principal business
activities include investment in real estate and in other business ventures.
The principal place of business and principal office of ART is located at 10670
North Central Expressway, Suite 600, Dallas, Texas 75231.
The following is a list of the executive officers and directors of ART:
<TABLE>
<CAPTION>
Name Position(s) with ART
---- --------------------
<S> <C>
G. Wayne Watts Director
Ryan T. Phillips Director
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
Name Position(s) with ART
---- --------------------
<S> <C>
Tilmon Kreiling Director
Al Gonzalez Director
Oscar Cashwell Director
Karl L. Blaha President
Hamilton P. Schrauff Executive Vice President and
Chief Financial Officer
Robert A. Waldman Secretary and Vice President
Thomas A. Holland Senior Vice President and
Chief Accounting Officer
Drew D. Potera Treasurer
</TABLE>
Mr. Watts' business address is P.O. Box 27081, Greenville, South
Carolina 29616. Mr. Watts' present principal occupation is President of
Palemetto 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.
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.
Ryan T. Phillips' business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Ryan T. Phillips' present principal
occupation is an independent real estate investor. Ryan is the son of Gene E.
Phillips and a beneficiary of the GEP Trust. Ryan T. Phillips is a citizen of
the United States of America.
Tilmon Kreiling, Jr.'s business address is 4627 Kelsey Road, Dallas,
Texas 75229. Mr. Kreiling's present principal occupation is President of
Kreiling Associates & Co. Mr. Keiling is a citizen of the United States of
America.
6
<PAGE> 7
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. 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.
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
Vice President, Corporate Counsel and Secretary of BCM. Mr. Waldman 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 a trust for the benefit of the children of Gene E.
Phillips. The directors and executive officers of BCM are as follows:
<TABLE>
<CAPTION>
Name Position(s) with BCM
---- --------------------
<S> <C>
Oscar W. Cashwell President
Hamilton P. Schrauff Executive Vice President and
Chief Financial Officer
Karl L. Blaha Executive Vice President - Director
of Commercial Management
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
Name Position(s) with BCM
---- --------------------
<S> <C>
Thomas A. Holland Senior Vice President and
Chief Accounting Officer
Clifford C. Towns, Jr. Executive Vice President, Finance
Robert A. Waldman Vice President, Corporate Counsel
and Secretary
Drew D. Potera Treasurer
Ryan Phillips Director
M. Ned Phillips Director
</TABLE>
Information with respect to Messrs. Cashwell, Holland, Schrauff,
Blaha, Waldman, Ryan T. Phillips 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.
M. 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.
(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 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 600, 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
8
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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 Shares owned directly and beneficially
by the Reporting Persons on the date of this statement:
<TABLE>
<CAPTION>
Shares Owned Directly
---------------------
Number of Percent
Reporting Person Shares of Class (1)
- ---------------- --------- --------
<S> <C> <C>
ART 929,310 31.9%
BCM 184,699 6.3
GEP Trust 32,866 1.1
Reporting Persons as a 1,146,875 39.3%
Group
</TABLE>
<TABLE>
<CAPTION>
Shares Owned Beneficially
-------------------------
Number of Percent
Reporting Person Shares of Class (1)
- ---------------- --------- --------
<S> <C> <C>
ART 929,310 31.0%
BCM 184,699 6.3
GEP Trust 32,866 1.1
G. Wayne Watts (2) 929,310 31.9
Al Gonzalez (2) 929,310 31.9
M. Ned Phillips (3) 184,699 6.3
Ryan T. Phillips (2)(3)(4) 1,146,875 39.3
Tilmon Kreiling (2) 929,310 31.9
Oscar Cashwell (2)(3) 1,114,009 38.2
Total 1,146,875 39.3%
</TABLE>
- ---------------------
9
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(1) Percentage calculations are based upon 2,913,181 Shares outstanding
at September 29, 1994. Total and addends may not match due to
rounding.
(2) May be deemed to be 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 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 the beneficial owner of the Shares owned directly
by the GEP Trust by virtue of the relationship to the GEP Trust as
described in Item 2.
(b) Voting and Dispositive Power
Each of the directors of ART share voting and dispositive power over
all of the Shares owned by ART. 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 disposition power over all of the shares owned by
GEP Trust.
(c) Transactions in Securities
The following table lists the purchase transactions in the Shares
that were effected by the Reporting Persons during the past sixty days:
<TABLE>
<CAPTION>
Reporting Number of Price Per Type of
Person Date Shares Share Transaction
- --------- ---- --------- --------- -----------
<S> <C> <C> <C> <C>
ART 08/22/94 3,500 $14.00 Open Market
BCM 08/24/94 6,000 $14.00 Open Market
BCM 09/09/94 10,000 $14.00 Open Market
ART 09/22/94 5,000 $14.00 Open Market
ART 09/27/94 10,000 $14.00 Open Market
ART 09/29/94 5,000 $14.00 Open Market
</TABLE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Item 6 is amended to read as follows:
BCM has pledged 14,233 Shares to Kemper Securities, pledged 9,666
Shares to Shearson, Lehman and Hutton, pledged 135,200 Shares to Dean Witter
Reynolds, pledged 5,000 Shares to Advest, Inc., pledged 5,000 Shares to Legg
Mason, Wood, Walker, Incorporated, pledged 6,600 Shares to Paine Webber,
pledged 3,000 Shares to Rodman & Renshaw, Inc., pledged 5,000 Shares to the
Ohio Company and has pledged 1,000
10
<PAGE> 11
Shares to Olde Discount Stock Brokers in stock margin accounts maintained by it
with such brokers.
ART has pledged 18,000 Shares to Shearson Lehman Hutton, pledged
23,507 Shares to Goldman Sachs & C0., pledged 29,000 Shares to Thomas F. White
& Co., Inc., pledged 45,500 Shares to Kidder, Peabody Investors, pledged 36,700
Shares to Mutual Securities Inc., pledged 23,000 Shares to Montgomery
Securities, pledged 46,357 Shares to Kemper Securities Group, Inc., pledged
25,000 Shares to Allied Research Services, pledged 22,000 Shares to Global
Strategies Group, Inc., pledged 160,262 Shares to Dean Witter Reynolds, pledged
35,000 Shares to Robert Baird, pledged 48,357 Shares to Prudential Bache,
pledged 14,000 Shares to Hambrecht & Quist, pledged 5,000 Shares to Rodman &
Renshaw, Inc., pledged 18,000 Shares to Lehman Brothers, pledged 5,000 Shares
to Bidwell and Company, pledged 18,000 shares to Oppenheimer & Company, Inc.,
pledged 15,000 Shares to Addison Securities, Inc., pledged 20,000 Shares to
Advest, Inc., pledged 5,000 Shares to Baker & Co., Inc., pledged 10,000 Shares
to CJ Lawrence, Inc., pledged 10,000 Shares to Cowen & Company, pledged 10,000
Shares to Brown & Co., Inc., pledged 11,699 Shares to Gilford Securities,
pledged 15,000 Shares to Dillon Reed and Company, Inc., pledged 5,000 Shares to
The Principal Eppler, Guerin and Turner, Inc., pledged 35,000 Shares to First
Alabama Investment, Inc., pledged 5,000 Shares to First Southwest Company,
pledged 5,000 Shares to Hamilton Investments, Inc., pledged 10,000 Shares to
Kirkpatrick Pettis, pledged 19,000 Shares to Nationsbanc, pledged 15,000 Shares
to CoAmerica Bank-Texas, pledged 666 Shares to Southwest Securities, Inc.,
pledged 17,500 Shares to Legg, Mason, Wood, Walker, Incorporated, pledged
10,000 Shares to Lombard Institutional Brokerage, pledged 10,000 Shares to
Mabon Securities Corp., pledged 15,000 Shares to McDonald & Company Securities,
Inc., pledged 18,000 Shares to the Ohio Company, pledged 10,000 Shares to Olde
Discount Stock Brokers, pledged 5,000 Shares to Pacific Brokerage Services,
pledged 5,000 Shares to Paine Webber, pledged 31,138 Shares to Piper Jaffray,
and pledged 10,000 Shares to Wochovia Brokerage Services in stock margin
accounts maintained by it with such brokers.
11
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the statement is true, complete and
correct.
Dated: October 10, 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
12
