<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 11)*
INCOME OPPORTUNITY REALTY TRUST
- --------------------------------------------------------------------------------
(Name of Issuer)
Shares of Beneficial Interest, No Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
453-337-206
-----------------------------------
(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 12, 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. 453-337-206 PAGE 2 OF 15 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
189,451
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
189,451
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
189,451
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.9%
- --------------------------------------------------------------------------------
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. 453-337-206 PAGE 3 OF 15 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
7,325
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
7,325
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,325
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.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> 4
SCHEDULE 13D
CUSIP NO. 453-337-206 PAGE 4 OF 15 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Transcontinental Realty Investors, Inc.
94-6565852
- --------------------------------------------------------------------------------
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
170,750
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
170,750
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
170,750
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
21.6%
- --------------------------------------------------------------------------------
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> 5
SCHEDULE 13D
CUSIP NO. 453-337-206 PAGE 5 OF 15 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
3,300
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
3,300
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,300
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.4%
- --------------------------------------------------------------------------------
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> 6
INCOME OPPORTUNITY REALTY TRUST
CUSIP NO. 453-337-206
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 Income Opportunity Realty Trust, a California business
trust (the "Trust"), and amends the statement on Schedule 13D filed on March 8,
1995. The principal executive offices of the Trust 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") Transcontinental Realty
Investors, Inc. ("TCI") and the Gene E. Phillips Children 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. This is because BCM owns approximately 41.4% of the outstanding
securities of ART and BCM serves as the advisor to ART and TCI. BCM is
beneficially owned by a trust established for the benefit of Mr. Phillips'
Children.
(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 each executive officer and director of ART:
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
Oscar W. Cashwell Director
G. Wayne Watts Director
Al Gonzalez Director
Ryan T. Phillips Director
Dale A. Crenwelge Director
Karl L. Blaha President
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
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>
Oscar W. Cashwell's business address is 10670 North Central
Expressway, Suite 600, Dallas, Texas 75231. Mr. Cashwell's present principal
occupation is the President of Basic Capital Management, Inc. Mr. Cashwell is
a citizen of the United States of America.
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.
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. Phillips' business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Phillips currently is an independent
real estate investor. Mr. Phillips 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 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.
7
<PAGE> 8
Mr. Paulson's business address is 10670 North Central
Expressway, Suite 600, Dallas, Texas 75231. Mr. Paulson's present principal
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 principal
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, Secretary and General Counsel 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 was known as National Realty Advisors,
Inc. until it changed its name on October 1, 1992
BCM is owned by Realty Advisors, Inc., a Nevada corporation. Realty
Advisors, Inc. is owned by a trust established 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)
- ---- -----------
<S> <C>
Oscar W. Cashwell President
Karl L. Blaha Executive Vice President and
Director of Commercial Management
Hamilton P. Schrauff Executive Vice President and
Chief Financial Officer
Clifford C. Towns, Jr. Executive Vice President,
Finance
</TABLE>
8
<PAGE> 9
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
Steven R. Young Executive Vice President -
Director of Acquisitions
Randall M. Paulson Executive Vice President
Bruce A. Endendyk Executive Vice President
Thomas C. Holland Senior Vice President and
Chief Accounting Officer
Robert A. Waldman Senior Vice President, General
Counsel and Secretary
Drew D. Potera Vice President, Treasurer
and Securities Manager
Ryan T. Phillips Director
</TABLE>
Information with respect to Messrs. Cashwell, Schrauff, Blaha,
Paulson, Endendyk, Holland, Waldman, Potera and Phillips is disclosed in (I)
and (II) 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. 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.
(III) TCI is a real estate investment company organized and existing
under the law of the State of Nevada. TCI's principal business activity is
investments in real estate. The principal place of business and principal
office of TCI is located at 10670 North Central Expressway, Suite 600, Dallas,
Texas 75231.
The following is a list of each executive officer and director of TCI:
<TABLE>
<CAPTION>
Name Position(s) with TCI
- ---- --------------------
<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>
9
<PAGE> 10
<TABLE>
<CAPTION>
Name Position(s) with TCI
- ---- --------------------
<S> <C>
Thomas A. Holland Senior Vice President and
Chief Accounting Officer
Robert A. Waldman Senior Vice President, Secretary
and General Counsel
Drew D. Potera Treasurer
Harold Furst Director
Geoffrey C. Etnire Director
John P. Parsons Director
Bennett B. Sims Director
Ted P. Stokely Director
Martin L. White Director
Edward G. Zampa Director
</TABLE>
Information with respect to Messrs. Cashwell, Schrauff, Blaha,
Paulson, Endendyk, Holland, Waldman and Potera is disclosed in (I), (II) and
(III) above.
Mr. Etnire's business address is 4900 Hopyard Road, Suite 260,
Pleasanton, California 94588. Mr. Etnire's present principal occupation is an
Attorney. Mr. Etnire is a citizen of the United States of America.
Mr. Furst's business address is 1311 Brewster Court, El Cerrito,
California 94530. Mr. Furst's present principal occupation is Executive Vice
President of SONY Signatures. Mr. Furst is an independent business consultant
with emphasis on economic and financial matters. Mr. Furst is a citizen of the
United States of America.
Mr. Parsons' business address is 73155 Deer Grass Drive, Palm
Desert, California 92262. Mr. Parsons' present principal occupation is
Chairman and Chief Executive Officer of Pierpont Corporation. Mr. Parsons is a
citizen of the United States of America.
Mr. Sims' business address is 62 W. 91st Street, Apt. 3, New York,
New York 10024. Mr. Sims' present principal occupation is Professor at New
York University. Mr. Sims is a citizen of the United States of America.
Mr. Stokely's business address is 10670 North Central Expressway,
Suite 410, Dallas, Texas 75231. Mr. Stokely's present principal occupation is
Real Estate Consultant for Eldercare Housing Foundation. Mr. Stokely is a
citizen of the United States of America.
10
<PAGE> 11
Mr. White's business address is 8051 Coach Drive, Oakland, California
94605. Mr. White's present principal occupation is Chairman and Chief Executive
Officer of Community Based Developers, Inc. Mr. White is a citizen of the
United States of America.
Mr. Zampa's business address is Number Fifty Osgood Place,
Suite 110, San Francisco, California 94133. Mr. Zampa's present principal
occupation is General Partner of Edward G. Zampa and Company. Mr. Zampa is a
citizen of the United States of America.
(IV) 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 Gene E. Phillips' brother, Donald W. Phillips.
Gene E. Phillips' business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Phillips' present principal occupation is
Chief Executive Officer of Syntek West, Inc. Mr. Phillips is a citizen of
the United States of America.
Donald W. Phillips' business address is 10670 North Central
Expressway, Suite 410, Dallas, Texas 75231. Mr. 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 (IV) 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:
11
<PAGE> 12
Shares owned Directly
<TABLE>
<CAPTION>
Number of Percent of
Name Shares Class (1)
- ---- --------- ---------
<S> <C> <C> <C>
ART 189,451 23.9%
BCM 7,325 .9%
TCI 170,750 21.6%
GEP Trust 3,300 .4%
TOTAL 370,826 46.8%
</TABLE>
Shares owned Beneficially
<TABLE>
<CAPTION>
Number of Percent of
Name Shares Class (1)
--------- -----------
<S> <C> <C>
ART 189,451 23.9%
BCM 7,325 .9%
TCI 170,750 21.6%
GEP Trust 3,300 .4%
G. Wayne Watts (2) 189,451 23.9%
Al Gonzalez (2) 189,451 23.9%
Ryan T. Phillips (2)(3)(5) 200,076 25.3%
Dale A. Crenwelge (2) 189,451 23.9%
Oscar W. Cashwell (2)(3)(4) 367,526 46.4%
Harold Furst (4) 170,750 21.6%
John P. Parsons (4) 170,750 21.6%
Martin L. White (4) 170,750 21.6%
Ted P. Stokely (4) 170,750 21.6%
Edward G. Zampa (4) 170,750 21.6%
Bennett B. Sims (4) 170,750 21.6%
Geoffrey C. Etnire (4) 170,750 21.6%
Total Shares beneficially
owned by Reporting Persons 370,826 46.8%
- -------------------------
</TABLE>
* Less than one-tenth of one percent
(1) Percentage calculations are based upon 791,444 Shares outstanding at
March 3, 1995. Total and addends may not match due to rounding.
(2) May be deemed to be a beneficial owner of the Shares held directly by
ART by virtue of the relationship to ART described in Item 2.
(3) May be deemed to be a beneficial owner of the Shares held directly by
BCM by virtue of the relationship to BCM described in Item 2.
(4) May be deemed to be a beneficial owner of the Shares held directly by
TCI by virtue of the relationship to TCI described in Item 2.
(5) May be deemed to be a beneficial owner of the Shares held directly by
the GEP Trust by virtue of the relationship to the GEP Trust described in Item
2.
12
<PAGE> 13
(b) Voting and Dispositive Power
Each of the directors of ART share voting and dispositive power over
the 189,451 Shares held by ART. The director of BCM has voting and dispositive
power over the 7,325 Shares held by BCM. Each of the directors of TCI share
voting and disposition power over the 170,750 Shares held by TCI. The trustee
of GEP Trust has voting and disposition power over the 3,300 Shares held 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 Price Type of
Person Date of Shares Per Share Transaction
- --------- ---- --------- --------- -----------
<S> <C> <C> <C> <C>
ART 03/13/95 200 $19.625 Open Market
ART 03/20/95 1,400 $19.625 Open Market
ART 03/21/95 100 $19.625 Open Market
ART 03/27/95 800 $19.625 Open Market
ART 03/28/95 100 $19.625 Open Market
ART 03/30/95 1,000 $19.625 Open Market
ART 03/30/95 800 $19.625 Open Market
ART 03/31/95 200 $19.625 Open Market
ART 03/31/95 1,000 $19.625 Open Market
ART 03/31/95 600 $19.625 Open Market
ART 04/04/95 2,000 $19.625 Open Market
ART 04/04/95 400 $19.625 Open Market
ART 04/04/95 2,000 $19.625 Open Market
ART 04/04/95 2,000 $19.625 Open Market
BCM 04/04/95 2,000 $19.625 Open Market
ART 04/04/95 1,500 $19.625 Open Market
ART 04/06/95 100 $19.625 Open Market
ART 04/11/95 100 $19.625 Open Market
ART 04/12/95 100 $19.625 Open Market
</TABLE>
13
<PAGE> 14
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 200 shares to Accutrade, pledged 4,625 shares to
Advest, Inc., pledged 2,000 shares to Alex Brown, pledged 2,000 shares to
Allied Research, pledged 4,000 shares to Arnold Sec., pledged 200 shares to
Baker & Co., pledged 3,000 shares to Bidwell and Company, pledged 5,000 shares
to CJ Lawrence, Inc., pledged 1,000 shares to Cowen & Co., pledged 4,500 shares
to Dain Bosworth, pledged 10,000 shares to Dillon Read and Company, Inc.,
pledged 1,000 shares to Equitable, pledged 2,100 shares to First Southwest,
pledged 8,640 shares to Goldman Sachs, pledged 10,900 shares to Hambrecht &
Quist, pledged 1,500 shares to Howe Barnes, pledged 2,500 shares to JB Oxford,
pledged 2,300 shares to JW Charles, pledged 10,975 shares to Kemper (CA),
pledged 2,200 shares to Kemper (TX), pledged 4,967 shares to Kirkpatrick
Pettis, pledged 5,000 shares to Legg Mason (NY), pledged 1,000 shares to Legg
Mason (TX), pledged 5,000 shares to Lehman Brothers, pledged 2,000 shares to
May Financial, pledged 16,100 shares to McDonald & Company, pledged 1,700
shares to Montgomery, pledged 4,100 shares to Mutual Sec., pledged 9,000 shares
to NationsBank, pledged 5,500 shares to Olde, pledged 5,000 shares to
Oppenheimer (TX), pledged 1,000 shares to Pacific Brokerage, pledged 8,100
shares to Piper Jaffrey, pledged 1,000 shares to The Principal, pledged 15,400
shares to Rauscher Pierce Refsnes, Inc., pledged 7,000 shares to Rodman &
Renshaw, Inc., pledged 9,300 shares to Roney & Co., pledged 7,144 shares to
Shearson (TX), pledged 1,000 shares to Southwest Sec. and pledged 1,500 shares
to T.F. White in stock margin accounts maintained by it with such brokers.
BCM has pledged 1,000 shares to Brown & Co., 3,000 shares to
Hambrecht & Quist, 500 shares to Lombard, 575 shares to Olde, pledged 1,000
shares to Painewebber, pledged 250 shares to Shearson (TX) and 1,000 shares to
Worthen Bank in stock margin accounts maintained by it with such brokers.
GEP Trust has pledged 3,300 shares to Dean Witter Reynolds in a stock
margin account maintained by it with such broker.
TCI has pledged 110,750 shares to Citicorp. and pledged 60,000 shares
to Prudential (TX) in stock margin accounts maintained by it with such brokers.
14
<PAGE> 15
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 24, 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/Don W. Phillips
---------------------------------
Don W. Phillips, Trustee
TRANSCONTINENTAL REALTY INVESTORS, INC.
By: /s/Hamilton P. Schrauff
----------------------------------
Hamilton P. Schrauff,
Executive Vice President
15
