<PAGE> 1
UNITED STATES
SECURITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 28)*
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)
May 24, 1996
-------------------------------------------------------
(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 statment 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 of 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 Securites Exchange
Act of 1934 ("Act") or otherwise subject to the liabilites 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. 221-663-208 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 1,630,065
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,630,065
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,630,065
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
38.6 %
- --------------------------------------------------------------------------------
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.
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 211-663-208 PAGE 3 OF 11 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Gene E. Phillips Children's Trust
13-6599765
- --------------------------------------------------------------------------------
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 49,299
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 49,299
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
49,299
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
00
- --------------------------------------------------------------------------------
*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 11 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 467,549
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 467,549
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,549
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2%
- --------------------------------------------------------------------------------
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.
<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 March 15, 1996. 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 37.3% 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 and a
director of BCM.
(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 the executive officers and directors of ART:
<TABLE>
<CAPTION>
Name Position(s) with ART
---- --------------------
<S> <C>
Al Gonzalez Director
Oscar W. Cashwell Director
Dale A. Crenwelge Director
Karl L. Blaha President
Thomas A. Holland Executive Vice President and
Chief Financial Officer
</TABLE>
5
<PAGE> 6
<TABLE>
<S> <C>
Randall M. Paulson Executive Vice President
Bruce A. Endendyk Executive Vice President
Lynn W. Humphries Senior Vice President,
Commercial Asset Management
Robert A. Waldman Senior Vice President, Secretary
and General Counsel
Drew D. Potera Treasurer
</TABLE>
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. Cashwell's business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Cashwell's present principal occupation
is Executive Vice 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 of Carmel Realty, Inc. 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
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 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 occupation is
Executive Vice President of BCM. Mr. Endendyk 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.
6
<PAGE> 7
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.
(II) BCM is a corporation organized and existing under the laws of the
State of Nevada. BCM's principal business activity is the provision of
advisory services for real estate investment trusts. Its principal place of
business and principal office is located at 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231.
BCM is owned by Realty Advisors, Inc., a Nevada corporation. Realty
Advisors, Inc. is owned by a trust 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>
Randall M. Paulson President
Oscar W. Cashwell Executive Vice President
Thomas A. Holland Executive Vice President and
Chief Financial Officer
Clifford C. Towns, Jr. Executive Vice President, Finance
Bruce A. Endendyk Executive Vice President
Cooper B. Stuart Executive Vice President
Mark W. Branigan Executive Vice President
Lynn W. Humphries Senior Vice President,
Commercial Asset Management
Robert A. Waldman Senior Vice President, General
Counsel and Secretary
Drew D. Potera Vice President, Treasurer
and Securities Manager
Ryan T. Phillips Director
Mickey Ned Phillips Director
</TABLE>
7
<PAGE> 8
Information with respect to Messrs. Paulson, Cashwell,
Endendyk, Holland, Humphries, Waldman 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.
Mr. Stuart's business address is 10670 North Central
Expressway, Suite 600, Dallas, Texas 75231. Mr. Young's present principal
occupation is Executive Vice President of BCM. Mr. Stuart is a citizen of the
United States of America.
Mr. Branigan's business address is 10670 North Central
Expressway, Suite 600, Dallas, Texas 75231. Mr. Branigan's present principal
occupation is Executive Vice President of BCM. Mr. Branigan is a citizen of
the United States of America.
Mr. Ryan Phillip's business address is 10670 North Central
Expressway, Suite 600, Dallas, Texas 75231. Mr. Phillip's 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. Mickey Ned Phillips' business address is 264 Rolling Hills
Circle, Gaffney, South Carolina 29340. Mr. Phillips' present principal
occupation is owner of Phillips Remodeling Co. Mr. Phillips is a citizen of
the United States of America.
(III) The GEP Trust is a trust formed under the laws of Texas
for the benefit of the children of Gene E. Phillips. The trustee of the GEP
Trust is Mr. Phillips' brother, Donald W. Phillips.
Gene E. Phillips' business address is 10670 North Central
Expressway, Suite 600, Dallas, Texas 75231. Gene E. Phillips' present
principal occupation is Chief Executive Officer and President of Syntek West,
Inc. Gene E. Phillips is a citizen of the United States of America.
Donald W. Phillips' business address is 10670 North Central
Expressway, Suite 400, Dallas, Texas 75231. Donald W. Phillips' present
principal occupation is President and owner of Big D Oil Field Equipment Sales.
Donald W. Phillips is a citizen of the United States of America.
During the last five (5) years, (i) none of the persons
enumerated in (I) through (III) above has been convicted in a criminal
proceeding (excluding traffic violations and similar misdemeanors) and (ii)
none of such persons was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
8
<PAGE> 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 Shares owned directly and beneficially
by the Reporting Persons on the date of this statement:
<TABLE>
<CAPTION>
Shares Owned Directly
---------------------
Number of Percent of
Reporting Person Shares Class(1)
- ---------------- ---------------- ---------
<S> <C> <C>
ART 1,630,065 38.6%
BCM 472,548 11.2%
GEP Trust 49,299 1.2%
Reporting Persons
as a Group 2,151,912 51.0%
</TABLE>
<TABLE>
<CAPTION>
Shares Owned Beneficially
-------------------------
Number of Percent of
Reporting Person Shares Class (1)
- ---------------- --------------- ----------
<S> <C> <C>
ART 1,630,065 38.6%
BCM 472,548 11.2%
GEP Trust 49,299 1.2%
Al Gonzalez (2) 1,630,065 38.6%
Ryan Phillips (3)(4) 521,847 12.3%
Mickey Ned Phillips (3) 472,548 11.2%
Dale A. Crenwelge (2) 1,630,065 38.6%
Oscar W. Cashwell (2)(3) 2,102,613 49.8%
Total 2,151,912 51.0%
</TABLE>
____________________
(1) Percentage calculations are based upon 4,222,905 Shares
outstanding at April 30, 1996. Total and addends may not
match due to rounding. The increase of the percentage
ownership is primarily due to the reduction in Shares
outstanding resulting from Share repurchases by the Issuer.
(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.
9
<PAGE> 10
(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 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 since the date of the last
report on Schedule 13D.
<TABLE>
<CAPTION>
Reporting Number of Price Type of
Person Date Shares Per Share Transaction
- --------- -------- ------- --------- ---------------
<S> <C> <C> <C> <C>
BCM 04/08/96 5,000 $9.875 Open Market
</TABLE>
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 30,000 shares to Advest, pledged 15,000 shares
to the Advisor Group, pledged 15,000 shares to Arnold Securities, pledged
15,000 shares to Baker & Co., pledged 200,499 shares to Bear Stearns, pledged
15,000 shares to Bidwell, pledged 15,000 shares to Brokerage Services, pledged
15,000 shares to Brown & Co., pledged 15,000 shares to C.J. Lawrence, pledged
15,000 shares to Cowen & Co., pledged 11,250 shares to Dain Bosworth, pledged
228,993 shares to Dean Witter (CA), pledged 22,500 shares to Dillon Read,
pledged 15,000 shares to Equitable Sec., pledged 20,036 shares to Eversen Sec.
(CA), pledged 30,000 shares to Eversen Sec. (TX), pledged 22,500 shares to
First Southwest, pledged 33,000 shares to Global Strategies, pledged 35,261
shares to Goldman Sachs, pledged 21,000 shares to Hambrecht & Quist, pledged
15,000 shares to Interstate/J.L., pledged 15,000 shares to JB Oxford, pledged
22,500 shares to Jefferies (TX), pledged 15,000 shares to Lyon Josephthal,
pledged 25,000 shares to Kirkpatrick Pettis, pledged 26,250 shares to Legg
Mason, pledged 22,500 shares to Legg Mason (TX), pledged 22,500 shares to Marsh
Block, pledged 7,500 shares to May Financial, pledged 22,500 shares to McDonald
& Co., pledged 34,500 shares to Montgomery, pledged 15,000 shares to Morgan
Keegan, pledged 32,550 shares to Mutual Securities, pledged 93,536 shares to
NationsBanc, pledged 30,000 shares to Nationwide Sec., pledged 15,000 shares to
Olde, pledged 27,000 shares to Oppenheimer (NY), pledged 50,036 shares to
Oppenheimer (TX), pledged 22,500 shares to Pacific Brokerage, pledged 30,000
shares to The Principal, pledged 45,000 shares to Regions Investments, pledged
15,000 shares to Roney & Co., pledged 17,949 shares to Securities of America,
pledged 19,500 shares to Tucker Anthony, pledged 43,500 shares to T.F. White,
pledged 15,000 shares to UBS Securities, pledged 15,000 shares to Wachovia,
pledged 13,500 shares to Washington Discount and pledged 84,207 shares to
Wedbush Morgan in stock margin accounts maintained by it with such brokers.
10
<PAGE> 11
BCM has pledged 7,500 shares to Advest, pledged 2,400 shares to The
Advisors Group, pledged 37,500 shares to Baker & Co., pledged 15,000 shares to
Brown & Co., pledged 7,500 shares to Cowen & Co., pledged 308,300 shares to
Dean Witter (CA), pledged 21,349 shares to Eversen Sec. (TX), pledged 7,500
shares to Jefferies (TX), pledged 7,500 shares to Legg Mason, pledged 14,499
shares to NationsBanc, pledged 7,500 shares to Ohio Co., pledged 1,500 shares
to Olde, pledged 15,000 shares to Regions Investment, pledged 4,500 shares to
Rodman & Renshaw and pledged 15,000 shares to Worthen in stock margin accounts
maintained by it with such brokers.
GEP Trust has pledged 49,299 shares to Dean Witter (NY) in stock
margin accounts maintained by it with such brokers.
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: June 5, 1996.
AMERICAN REALTY TRUST, INC.
By: /s/Karl L. Blaha
--------------------------------
Karl L. Blaha
President
BASIC CAPITAL MANAGEMENT, INC.
By: /s/Drew D. Potera
-------------------------------
Drew D. Potera
Treasurer
GENE E. PHILLIPS CHILDREN'S TRUST
By: /s/Donald W. Phillips
---------------------------------
Donald W. Phillips
Trustee
11
