<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 23)*
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)
April 7, 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).
<PAGE> 2
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
1,033,010
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,033,010
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,033,010
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.4%
- --------------------------------------------------------------------------------
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.
<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
245,699
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
245,699
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
245,699
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.4%
- --------------------------------------------------------------------------------
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.
<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 February 15, 1995. 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 40.9% 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.
5
<PAGE> 6
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
Al Gonzalez Director
Oscar Cashwell Director
Dale A. Crenwelge Director
Karl L. Blaha President
Hamilton P. Schrauff Executive Vice President and
Chief Financial Officer
Randall M. Paulson Executive Vice President
Bruce A. Endendyk Executive Vice President
Thomas A. Holland Senior Vice President and
Chief Accounting Officer
Robert A. Waldman Senior Vice President, Secretary
and General Counsel
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
Palmetto Industries. Mr. Watts 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.
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.
6
<PAGE> 7
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. Crenwelge's business address is 10208 Echo Ridge Drive, Austin,
Texas 78750. Mr. Crenwelge's present principal occupation is the President of
Longhorn Consultants Commercial Real Estate Group, Inc. and Crenwelge
Commercial Consultants, Inc. Mr. Crenwelge is a citizen of the United States
of America.
Mr. Blaha's business address is 10670 North Central Expressway, Suite
600, Dallas, Texas 75231. Mr. Blaha's present principal occupation is
Executive Vice President - Director of Commercial Management of BCM. Mr. Blaha
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. Paulson's business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Paulson's present occupation is Executive
Vice President of BCM. Mr. Paulson is a citizen of the United States of
America.
Mr. Endendyk's business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Endendyk's present occupation is
Executive Vice President of BCM. Mr. Endendyk is a citizen of the United
States of America.
Mr. 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.
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.
7
<PAGE> 8
(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
Clifford C. Towns, Jr. Executive Vice President, Finance
Steven R. Young Executive Vice President - Director
of Acquisitions
Randall M. Paulson Executive Vice President
Bruce A. Endendyk 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 Treasurer
Ryan T. Phillips Director
</TABLE>
Information with respect to Messrs. Cashwell, Schrauff, Blaha,
Paulson, Endendyk, Holland, Waldman, Potera and Phillips is disclosed in (I)
above.
Mr. 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.
8
<PAGE> 9
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.
(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.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to read as follows:
(a) Share Ownership
The following tables show the Shares owned directly and beneficially
by the Reporting Persons on the date of this statement:
Shares Owned Directly
<TABLE>
<CAPTION>
Number of Percent of
Reporting Person Shares Class (1)
- ---------------- ---------- ----------
<S> <C> <C>
ART 1,033,010 35.4%
BCM 245,699 8.4%
GEP Trust 32,866 1.1%
Reporting Persons
as a Group 1,311,575 44.9%
</TABLE>
Shares Owned Beneficially
<TABLE>
<CAPTION>
Number of Percent of
Reporting Person Shares Class I
- ---------------- ---------- ---------
<S> <C> <C>
ART 1,033,010 35.4%
BCM 245,699 8.4%
GEP Trust 32,866 1.1%
G. Wayne Watts (2) 1,033,010 35.4%
Al Gonzalez (2) 1,033,010 35.4%
Ryan Phillips (2)(3)(4) 1,311,575 44.9%
Dale A. Crenwelge (2) 1,033,010 35.4%
Oscar W. Cashwell (2)(3) 1,278,709 43.8%
Total 1,311,575 44.9%
</TABLE>
_____________________
9
<PAGE> 10
(1) Percentage calculations are based upon 2,918,121 Shares
outstanding at March 17, 1995. Total and addends may not
match due to rounding.
(2) May be deemed to be a beneficial owner of the Shares owned
directly by ART by virtue of the relationship to ART as
described in Item 2.
(3) May be deemed to be a beneficial owner of the Shares owned
directly by BCM by virtue of the relationship to BCM as
described in Item 2.
(4) May be deemed to be a beneficial owner of the Shares owned
directly by the GEP Trust by virtue of the relationship to
the GEP Trust as described in Item 2.
(b) Voting and Dispositive Power
Each of the directors of ART share voting and dispositive
power over all of the Shares owned by ART. Ryan Phillips, as sole director of
BCM, has voting and dispositive power over all of the Shares owned by BCM. The
Trustee of GEP Trust has complete voting and dispositive power over all of the
Shares owned by the GEP Trust.
(c) Transactions in Securities
The following table lists the purchase transactions in the Shares that
were effected by the Reporting Persons during the past sixty days:
<TABLE>
<CAPTION>
Reporting Number of Price Type of
Person Date Shares Per Share Transaction
- --------- ---- ---------- --------- -----------
<S> <C> <C> <C> <C>
ART 02/21/95 4,000 $15.00 Open Market
BCM 02/23/95 5,000 $15.00 Open Market
ART 03/07/95 4,000 $15.00 Open Market
BCM 03/14/95 4,000 $15.00 Open Market
ART 03/16/95 4,000 $15.00 Open Market
BCM 03/30/95 4,000 $15.00 Open Market
ART 04/07/95 4,000 $15.00 Open Market
</TABLE>
10
<PAGE> 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 20,000 shares to Advest, pledged 10,000 shares to The
Advisors Group, pledged 25,000 shares to Allied, pledged 10,000 shares to Arnold
Securities, pledged 10,000 shares to Baker & Co., pledged 10,000 shares to
Bidwell, pledged 10,000 shares to Brokerage Services, pledged 10,000 shares to
Brown & Co., pledged 10,000 shares to C.J. Lawrence, pledged 15,000 shares to
Comerica, pledged 10,000 shares to Cowen & Co., pledged 7,500 shares to Dain
Bosworth, pledged 178,962 shares to Dean Witter (CA), pledged 15,000 shares to
Dillon Read, pledged 10,000 shares to Equitable Sec., pledged 30,000 shares to
First Alabama, pledged 15,000 shares to First Southwest, pledged 22,000 shares
to Global Strategies, pledged 23,507 shares to Goldman Sachs, pledged 14,000
shares to Hambrecht & Quist, pledged 10,000 shares to JB Oxford, pledged 15,000
shares to Legg Mason (TX), pledged 13,357 shares to Kemper Sec., pledged 20,000
shares to Kemper Sec. (TX), pledged 10,000 shares to Kirkpatrick Pettis, pledged
17,500 shares to Legg Mason, pledged 18,000 shares to Lehman Brothers, pledged
10,000 shares to Lombard, pledged 15,000 shares to Marsh Block, pledged 5,000
shares to May Financial, pledged 15,000 shares to McDonald & Co., pledged 23,000
shares to Montgomery, pledged 10,000 shares to Morgan Keegan, pledged 21,700
shares to Mutual Securities, pledged 52,357 shares to NationsBanc, pledged
20,000 shares to Nationwide Sec., pledged 18,000 shares to Ohio Co., pledged
10,000 shares to Olde, pledged 18,000 shares to Oppenheimer (NY), pledged 33,357
shares to Oppenheimer (TX), pledged 5,000 shares to Pacific Brokerage, pledged
5,000 shares to Paine Webber (NY), pledged 31,138 shares to Piper Jaffray,
pledged 20,000 shares to The Principal, pledged 10,000 shares to Quick & Reilly,
pledged 35,000 shares to Robert Baird, pledged 13,000 shares to Rodman &
Renshaw, pledged 10,000 shares to Roney & Co., pledged 11,966 shares to
Securities of America; pledged 666 shares to Southwest Sec. (TX), pledged 13,000
to Tucker Anthony, pledged 29,000 shares to T.F. White, pledged 10,000 shares to
UBS Securities, pledged 10,000 shares to Wachovia, pledged 9,000 shares to
Washington Discount and pledged 9,000 shares to Wedbush Morgan in stock margin
accounts maintained by it with such brokers.
BCM has pledged 5,000 shares to Advest, pledged 5,000 shares to Cowen
& Co., pledged 191,200 shares to Dean Witter (CA), pledged 14,233 shares to
Kemper Sec. (TX), pledged 5,000 shares to Legg Mason, pledged 5,000 shares to
Ohio Co., pledged 1,000 shares to Olde, pledged 1,600 shares to Paine Webber
(TX), pledged 5,000 shares to Paine Webber (NY), pledged 3,000 shares to Rodman
& Renshaw and pledged 9,666 shares to Shearson (TX) in stock margin accounts
maintained by it with such brokers.
11
<PAGE> 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: April 25, 1995
AMERICAN REALTY TRUST, INC.
By: /s/Karl L. Blaha
----------------------------
Karl L. Blaha
President
BASIC CAPITAL MANAGEMENT, INC.
By: /s/Hamilton P. Schrauff
----------------------------
Hamilton P. Schrauff
Executive Vice President
GENE E. PHILLIPS CHILDREN'S TRUST
By: /s/Donald W. Phillips
----------------------------
Donald W. Phillips
Trustee
12
