<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 30)*
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, TX 75231
(214) 692-4758
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
March 17, 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).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 221-663-208 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 1,633,819
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,633,819
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,633,819
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.6%
- --------------------------------------------------------------------------------
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. 221-663-208 PAGE 3 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
13-6599765
- --------------------------------------------------------------------------------
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*
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. 221-663-208 PAGE 4 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 530,829
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 530,829
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
530,829
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%
- --------------------------------------------------------------------------------
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 October 25, 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 39.6% 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
Roy E. Bode Director
Karl L. Blaha President and Director
Gregory G. Kreizenbeck Executive Vice President and
Chief Operating Officer
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
Name Position(s) with ART
- ---- --------------------
<S> <C>
Thomas A. Holland Executive Vice President and
Chief Financial Officer
Bruce A. Endendyk Executive Vice President
Randall M. Paulson 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
</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. Bode's business address is 527 Hwy 27, Comfort, TX 78013. Mr.
Bode's present principal occupation is Vice President for Public Affairs at
University of Texas Southwestern Medical Center at Dallas. Mr. Bode 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. Kreizenbeck's business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Kreizenbeck's present principal
occupation is Executive Vice President of BCM.
6
<PAGE> 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. 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. 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. Branigan's business address is 10670 North Central Expressway, Suite
600, Dallas, Texas 75231. Mr. Branigan's present principal occupation is
Senior 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) 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:
7
<PAGE> 8
<TABLE>
<CAPTION>
Name Position(s) with BCM
- ---- --------------------
<S> <C>
Randall M. Paulson 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
Gregory G. Kreizenbeck Executive Vice President
Cooper B. Stuart Executive Vice President
Mark W. Branigan Executive Vice President -
Residential Asset Management
Lynn W. Humphries Senior Vice President -
Commercial Asset Management
Dan S. Allred Senior Vice President
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>
Information with respect to Paulson, Holland, Endendyk, Kreizenbeck,
Branigan, 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.
8
<PAGE> 9
Mr. Stuart's business address is 10670 North Central Expressway, Suite
600, Dallas, Texas 75231. Mr. Stuart's present principal occupation is
Executive Vice President of BCM. Mr. Stuart is a citizen of the United States
of America.
Mr. Allred's business address is 10670 North Central Expressway, Suite
600, Dallas, Texas 75231. Mr. Allred's present principal occupation is Senior
Vice President of BCM. Mr. Allred is a citizen of the United States of
America.
Mr. 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 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.
9
<PAGE> 10
(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.
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 1,633,819 40.6%
BCM 530,829 13.2%
GEP Trust 49,299 1.2%
--------- ----
Reporting Persons
as a Group 2,213,947 55.0%
</TABLE>
10
<PAGE> 11
<TABLE>
<CAPTION>
Shares Owned Beneficially
------------------------------
Number of Percent of
Reporting Person Shares Class (1)
- ---------------- --------- -----------
<S> <C> <C>
ART 1,633,819 40.6%
BCM 530,829 13.2%
GEP Trust 49,299 1.2%
Al Gonzalez (2) 1,633,819 40.6%
Ryan Phillips (3)(4) 580,128 14.4%
Mickey Ned Phillips (3) 530,829 13.2%
Dale A. Crenwelge (2) 1,633,819 40.6%
Oscar W. Cashwell (2) 1,633,819 40.6%
Roy E. Bode (2) 1,633,819 40.6%
Karl L. Blaha (2) 1,633,819 40.6%
---------- -----
Total 2,213,947 55.0%
</TABLE>
- --------------------
(1) Percentage calculations are based upon 4,026,376 Shares
outstanding at March 7, 1997. 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.
(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 during the past 60 days:
<TABLE>
<CAPTION>
Reporting Number of Price Type of
Person Date Shares Per Share Transaction
- --------- ---- ---------- --------- -----------
<S> <C> <C> <C> <C>
BCM 01/16/97 5,000 $11.50 Open Market
BCM 01/28/97 5,000 $11.50 Open Market
BCM 02/06/97 5,000 $11.50 Open Market
BCM 02/21/97 5,000 $11.50 Open Market
BCM 03/10/97 8,500 $11.50 Open Market
BCM 03/17/97 5,000 $11.50 Open Market
</TABLE>
11
<PAGE> 12
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 26,250 shares to
Alex Brown (NY), pledged 15,000 shares to Arnold Securities, pledged 15,000
shares to Baker & Co., pledged 162,999 shares to Bear Stearns, pledged 15,000
shares to Bidwell, pledged 15,000 shares to Brown & Co., pledged 22,500 shares
to Chase Sec., pledged 15,000 shares to C.J. Lawrence, pledged 15,000 shares to
Cowen & Co., pledged 11,250 shares to Dain Bosworth, pledged 113,993 shares to
Dean Witter (CA), pledged 15,000 shares to Equitable Securities, pledged 22,500
shares to First Southwest, pledged 55,500 shares to Global Strategies, pledged
21,000 shares to Hambrecht & Quist, 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 90,011 shares to Morgan Keegan, pledged 34,056 shares to Mutual
Securities, pledged 118,535 shares to NationsBanc Capital, pledged 30,000
shares to Nationwide Securities, pledged 15,000 shares to Olde, pledged 27,000
shares to Oppenheimer (NY), pledged 78,535 shares to Oppenheimer (TX), pledged
30,000 shares to The Principal, pledged 42,500 shares to Rauscher Pierce,
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 15,000 shares to UBS Securities, pledged 15,000 shares
to Wachovia and pledged 84,207 shares to Wedbush Morgan in stock margin
accounts maintained by it with such brokers.
ART has also pledged 276,035 shares to United Pacific pursuant to two
(2) loan agreements with such lender.
BCM has pledged 7,500 shares to Advest, pledged 22,500 shares to Alex
Brown (NY), pledged 37,500 shares to Bear Stearns, pledged 15,000 shares to
Boatmen's, pledged 15,000 shares to Brown & Co., pledged 7,500 shares to Cowen
& Co., pledged 265,300 shares to Dean Witter (CA), pledged 4,500 shares to
Global Strategies, pledged 2,000 shares to Morgan Keegan, pledged 14,499 shares
to NationsBanc Capital, pledged 1,500 shares to Olde, pledged 14,000 shares to
Oppenheimer (NY), pledged 31,500 shares to Oppenheimer (TX), pledged 2,400
shares to The Principal, pledged 15,000 shares to Rauscher Pierce, pledged
7,781 shares to Raymond James, pledged 15,000 shares to Regions Investment, and
pledged 52,349 shares to Wedbush Morgan 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 broker.
12
<PAGE> 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: May 6, 1997.
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
Vice President and Treasurer
GENE E. PHILLIPS CHILDREN'S TRUST
By: /s/Donald W. Phillips
---------------------------------
Donald W. Phillips
Trustee
13
