<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 27 )*
NATIONAL REALTY, L.P.
- --------------------------------------------------------------------------------
(Name of Issuer)
Units of Limited Partnership Interest
- --------------------------------------------------------------------------------
(Title of Class of Securities)
637-353-301
-----------------------------------
(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)
December 9, 1994
-----------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
Check the following box if a fee is being paid with the statement / /. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 637-353-301 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
1,019,479
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,019,479
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,019,479
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
47.6%
- --------------------------------------------------------------------------------
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. 637-353-301 PAGE 3 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
75,625
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
75,625
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
75,625
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.5%
- --------------------------------------------------------------------------------
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. 637-353-301 PAGE 4 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
13-6599769
- --------------------------------------------------------------------------------
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
2,500
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,500
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.1%
- --------------------------------------------------------------------------------
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> 5
NATIONAL REALTY, L.P.
CUSIP NO. 637-353-301
Item 1. Security and Issuer
Item 1 is hereby amended to read as follows:
This amendment relates to the Units of Limited Partner Interest (the
"Units") of National Realty, L.P., a Delaware limited partnership (the
"Partnership"), and amends the statement on Schedule 13D filed on July 28,
1994. The principal executive offices of the Partnership 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").
ART, BCM and the GEP Trust 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 serves as the advisor and is the largest
shareholder of ART. BCM is beneficially owned by a Trust established for the
benefit of Gene E. Phillips' Children. Gene E. Phillips' children are
beneficiaries of the GEP Trust and Ryan T. Phillips is a director of both ART
and BCM and the adult son of Gene E. Phillips.
(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 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
Tilmon Kreiling Director
Karl L. Blaha President
Hamilton P. Schrauff Executive Vice President and
Chief Financial Officer
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
Thomas A. Holland Senior Vice President and
Chief Accounting Officer
Robert A. Waldman Secretary
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 BCM. 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.
Ryan T. Phillips' business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Ryan T. Phillips currently is an independent
real estate investor. Ryan T. Phillips is a citizen of the United States of
America.
Mr. Kreiling's business address is 4627 Kelsey Road, Dallas, Texas
75229. Mr. Kreiling's present principal occupation is President of Kreiling
Associates & Co. Mr. Kreiling 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. 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. 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.
6
<PAGE> 7
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
Clifford C. Towns, Jr. Executive Vice President,
Finance
Hamilton P. Schrauff Executive Vice President and
Chief Financial Officer
Karl L. Blaha Executive Vice President - Director
of Commercial Management
Stephen R. Young Executive Vice President - Director
of Acquisitions
Randall M. Paulson 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 Vice President, Treasurer
and Securities Manager
Ryan T. Phillips Director
M. Ned Phillips Director
</TABLE>
Information with respect to Messrs. Cashwell, Waldman, Schrauff,
Blaha, Holland, Potera, and Ryan T. Phillips is disclosed in (I) above.
7
<PAGE> 8
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. Ned Phillips' business address is 264 Rolling Hills Circle,
Gaffney, South Carolina 29340. M. Ned Phillips' present principal occupation is
owner of Phillips Remodeling Co. M. Ned Phillips is a citizen of the United
States of America.
Mr. Steven 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.
Mr. Randall 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.
(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 Units owned directly and
beneficially by the Reporting Persons on the date of this statement:
Units Owned Directly
<TABLE>
<CAPTION>
Number of Percent of
Name Units Class (1)
- ---- --------- ----------
<S> <C> <C>
ART 1,019,479 47.6%
BCM 75,625 3.5%
GEP Trust 2,500 .1%
TOTAL 1,097,604 51.2%
</TABLE>
Units Owned Beneficially
<TABLE>
<CAPTION>
Number of Percent of
Name Units Class (1)
- ---- --------- ----------
<S> <C> <C>
ART 1,019,479 47.6%
BCM 75,625 3.5%
GEP Trust 2,500 .1%
G. Wayne Watts (2) 1,019,479 47.6%
Al Gonzalez (2) 1,019,479 47.6%
M. Ned Phillips (3) 75,625 3.5%
Ryan Phillips (2)(3)(4) 1,097,604 51.2%
Tilmon Kreiling (2) 1,019,479 47.6%
Oscar W. Cashwell (2) 1,019,479 47.6%
Total Units beneficially
owned by Reporting Persons 1,097,604 51.2%
</TABLE>
_____________________
(1) Percentage calculations are based upon 2,139,607 Units
outstanding at December 9, 1994. Total and addends may not
match due to rounding.
(2) May be deemed to be a beneficial owner of the Units held
directly by ART by virtue of the relationship to ART described
in Item 2.
9
<PAGE> 10
(3) May be deemed to be a beneficial owner of the Units 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 Units held
directly by the GEP Trust by virtue of the relationship to the
GEP Trust described in Item 2.
(b) Voting and Dispositive Power
Each of the directors of ART share voting and dispositive power over
the 1,019,479 Units held by ART. Each of the directors of BCM exercise voting
and dispositive power over the 75,625 Units held by BCM. The trustee of GEP
Trust has voting and dispositive power over the 2,500 Units held by the GEP
Trust.
(c) Transactions in Securities
The following table lists the purchase transactions
in the Units that were effected by the Reporting Persons during the past sixty
days:
<TABLE>
<CAPTION>
Reporting Number of Price Type of
Person Date Units Per Unit Transaction
- --------- ---- --------- -------- -----------
<S> <C> <C> <C> <C>
ART 10/21/94 600 $28.875 Open Market
ART 11/02/94 100 $28.875 Open Market
ART 11/03/94 400 $28.875 Open Market
ART 11/04/94 500 $28.875 Open Market
ART 11/07/94 300 $28.875 Open Market
ART 11/10/94 800 $28.75 Open Market
ART 11/10/94 600 $28.875 Open Market
ART 11/10/94 700 $28.875 Open Market
ART 11/11/94 1,000 $28.875 Open Market
ART 11/11/94 4,400 $28.875 Open Market
ART 11/14/94 1,000 $28.875 Open Market
ART 11/14/94 500 $28.75 Open Market
ART 11/14/94 3,700 $28.875 Open Market
ART 11/15/94 300 $28.875 Open Market
ART 11/16/94 200 $28.75 Open Market
ART 11/17/94 800 $28.75 Open Market
ART 11/17/94 1,000 $28.75 Open Market
ART 11/18/94 1,000 $28.75 Open Market
ART 11/18/94 1,000 $28.75 Open Market
ART 11/18/94 300 $28.75 Open Market
ART 11/21/94 1,000 $28.75 Open Market
ART 11/21/94 400 $28.75 Open Market
ART 11/22/94 3,500 $28.75 Open Market
ART 11/22/94 1,000 $28.75 Open Market
ART 11/25/94 1,700 $28.75 Open Market
ART 11/25/94 1,000 $28.75 Open Market
ART 11/28/94 300 $28.75 Open Market
</TABLE>
10
<PAGE> 11
<TABLE>
<S> <C> <C> <C> <C>
ART 11/29/94 1,000 $28.75 Open Market
ART 11/29/94 2,000 $28.75 Open Market
ART 11/30/94 100 $28.75 Open Market
ART 12/01/94 100 $28.75 Open Market
ART 12/02/94 800 $28.75 Open Market
ART 12/02/94 300 $28.75 Open Market
ART 12/05/94 400 $28.75 Open Market
ART 12/06/94 100 $28.75 Open Market
ART 12/06/94 100 $28.75 Open Market
BCM 12/06/94 500 $29.00 Open Market
BCM 12/07/94 500 $29.00 Open Market
BCM 12/07/94 200 $29.25 Open Market
BCM 12/08/94 500 $29.50 Open Market
BCM 12/08/94 200 $29.25 Open Market
ART 12/09/94 100 $28.75 Open Market
BCM 12/09/94 300 $29.00 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 8,600 units to Accutrade, pledged 13,000 units to
Advest, pledged 21,300 units to Alex Brown (TX), pledged 36,875 units to
Allied, pledged 7,000 units to Arnold Securities, pledged 11,000 units to Baker
& Co., pledged 50,575 units to Bear Stearns, pledged 15,000 units to Bidwell,
pledged 8,500 units to Brown & Co., pledged 7,600 units to Chatfield Dean,
pledged 20,000 units to C.J. Lawrence, pledged 12,900 units to Comerica,
pledged 13,000 units to Cowen & Co., pledged 49,800 units to Dean Witter (CA),
pledged 19,600 units to Dean Witter (IL), pledged 9,500 units to Dillon Read,
pledged 11,991 units to Equitable, pledged 10,000 units to First Alabama,
pledged 7,000 units to First Southwest, pledged 10,000 units to Global
Strategies, pledged 29,300 units to Goldman Sachs, pledged 21,100 units to
Hambrecht & Quist, pledged 5,000 units to Hamilton Investments, pledged 17,400
units to Howe Barnes, pledged 25,000 units to Legg Mason (TX), pledged 21,000
units to Kemper Sec. (CA), pledged 20,000 units to Kemper Sec. (TX), pledged
27,000 units to Kidder Peabody, pledged 20,000 units to Kidder Peabody-NY,
pledged 19,000 units to Kirkpatrick Pettis, pledged 20,000 units to Legg Mason,
pledged 8,000 units to Lehman Brothers, pledged 11,000 units to Lombard,
pledged 10,000 units to Mabon, pledged 5,000 units to Marsh Block, pledged
5,000 units to May Financial, pledged 21,700 units to McDonald & Co., pledged
19,850 units to McDonald & Co., pledged 19,850 units to Montgomery, pledged
21,900 units to Mutual Securities, pledged 11,000 units to Nations Bank Sec.,
pledged 12,000 units to Ohio, pledged 15,000 units to Olde, pledged 18,100
units to Oppenheimer, pledged 23,160 units to Oppenheimer (TX), pledged 5,000
units to Pacific Brokerage, pledged 15,000 units to Paine Webber (NY), pledged
5,000 units to Paine Webber (TX), pledged 7,500 units to Piper Jaffray, pledged
6,375 units to The Principal, pledged 7,400 units to
11
<PAGE> 12
Prudential (PA), pledged 44,800 units to Prudential (TX), pledged 12,600 units
to Quick & Reilly, pledged 26,700 units to Rauscher Pierce, pledged 17,600
units to Robert Baird, pledged 10,000 units to Rodman & Renshaw, pledged 6,700
units to Roney & Co., pledged 6,000 units to Schramme Inv., pledged 12,000
units to Securities of America, pledged 21,800 units to Shearson (TX), pledged
5,000 units to Southwest Securities, pledged 16,000 units to Thomas F. White,
pledged 17,250 units to Tucker Anthony, pledged 5,000 units to UBS Securities,
pledged 5,000 units to Wachovia, pledged 5,000 units to Washington Discount,
pledged 6,000 units to Wedbush Morgan and pledged 6,000 units to Wheat First
Sec. in stock margin accounts maintained by it with such brokers.
BCM has pledged 4,000 units to Accutrade, pledged 2,100 units to
Advest, pledged 3,000 units to CJ Lawrence, pledged 800 units to Cowen & Co.,
pledged 1,500 units to Dean Witter (CA), pledged 4,000 units to Dillon Read,
pledged 3,000 units to First Alabama, pledged 2,000 units to Hambrecht & Quist,
pledged 2,000 units to HD Vest, pledged 3,000 units to IDS Financial, pledged
2,000 units to Kidder Peabody, pledged 1,800 units to Legg Mason, pledged 2,000
units to Lehman Brothers, pledged 3,000 units to Lombard, pledged 1,000 units
to Ohio, pledged 1,500 units to Paine Webber (TX), pledged 18,475 units to
Piper Jaffrey, pledged 3,000 units to Prudential (PA), pledged 4,200 units to
Prudential (TX), pledged 5,000 units to Prudential (TX) #2, pledged 5,000 units
to Rodman & Renshaw, pledged 2,000 units to Signet and pledged 1,250 units to
Southwest Sec. in stock margin accounts maintained by it with such brokers.
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: December 29, 1994
AMERICAN REALTY TRUST, INC.
By: /s/Karl L. Blaha
Karl L. Blaha
President
BASIC CAPITAL MANAGEMENT, INC.
By: /s/Oscar W. Cashwell
Oscar W. Cashwell
President
GENE E. PHILLIPS CHILDREN'S TRUST
By: /s/Donald W. Phillips
Donald W. Phillips
Trustee
13