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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 26)*
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)
July 28, 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
969,479
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
969,479
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
969,479
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.3%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 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
73,425
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
73,425
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,425
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 2 of 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 2 of 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 February 18,
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
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
Tilmon Kreiling Director
Karl L. Blaha President
Hamilton P. Schrauff Executive Vice President and
Chief Financial Officer
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.
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
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
Vice President, Corporate 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 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
Thomas A. Holland Senior Vice President and
Chief Accounting Officer
Robert A. Waldman Vice President, Corporate
Counsel and Secretary
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
Name Position (s)
- ---- ------------
<S> <C>
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.
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.
(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
Exepressway, 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 969,479 45.3%
BCM 73,425 3.4
GEP Trust 2,500 .1
TOTAL 1,045,404 48.8%
</TABLE>
Units Owned Beneficially
<TABLE>
<CAPTION>
Number of Percent of
Name Units Class(1)
- ---- --------- ----------
<S> <C> <C>
ART 969,479 45.3%
BCM 73,425 3.4
GEP Trust 2,500 .1
G. Wayne Watts (2) 969,479 45.3
Al Gonzalez (2) 969,479 45.3
M. Ned Phillips (3) 73,425 3.4
Ryan Phillips (2)(3)(4) 1,045,404 48.8
Tilmon Kreiling, Jr. (2) 969,479 45.3
Oscar W. Cashwell (2) 969,479 45.3
Total Units beneficially
owned by Reporting Persons 1,045,404 48.8%
- -----------------------------
</TABLE>
(1) Percentage calculations are based upon 2,139,873 Units outstanding
at July 29, 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 969,479 Units held by ART. Each of the directors of BCM exercise voting
and dispositive power over the 73,425 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 06/03/94 400 $27.375 Open Market
ART 06/06/94 700 $27.375 Open Market
ART 06/07/94 400 $27.375 Open Market
ART 06/09/94 200 $27.125 Open Market
ART 06/09/94 300 $27.25 Open Market
ART 06/09/94 500 $27.375 Open Market
ART 06/15/94 1,000 $27.25 Open Market
ART 06/15/94 1,000 $27.25 Open Market
ART 06/15/94 1,000 $27.25 Open Market
ART 06/15/94 500 $27.25 Open Market
ART 06/15/94 200 $27.375 Open Market
ART 06/16/94 400 $27.25 Open Market
ART 06/20/94 100 $27.25 Open Market
ART 06/22/94 1,000 $27.25 Open Market
ART 06/22/94 200 $27.25 Open Market
ART 06/23/94 300 $27.25 Open Market
ART 06/24/94 500 $27.25 Open Market
ART 06/24/94 500 $27.25 Open Market
ART 06/24/94 200 $27.25 Open Market
ART 06/24/94 700 $27.25 Open Market
ART 06/27/94 200 $27.25 Open Market
ART 06/30/94 100 $27.25 Open Market
ART 07/01/94 500 $27.25 Open Market
ART 07/01/94 1,000 $27.25 Open Market
ART 07/01/94 2,000 $27.25 Open Market
BCM 07/01/94 2,000 $27.25 Open Market
</TABLE>
10
<PAGE> 11
<TABLE>
<CAPTION>
Reporting Number of Price Type of
Person Date Units Per Unit Transaction
- --------- ---- --------- --------- -----------
<S> <C> <C> <C> <C>
BCM 07/01/94 2,000 $27.25 Open Market
BCM 07/05/94 200 $27.25 Open Market
ART 07/06/94 500 $27.25 Open Market
ART 07/07/94 500 $27.25 Open Market
ART 07/07/94 200 $27.25 Open Market
ART 07/11/94 1,800 $27.25 Open Market
ART 07/11/94 100 $27.25 Open Market
ART 07/12/94 100 $27.25 Open Market
ART 07/12/94 200 $27.25 Open Market
ART 07/13/94 200 $27.25 Open Market
ART 07/21/94 500 $27.25 Open Market
ART 07/22/94 200 $27.25 Open Market
ART 07/22/94 2,066 $18.75 Negotiated
Purchase
ART 07/25/94 400 $27.25 Open Market
ART 07/26/94 100 $27.25 Open Market
ART 07/26/94 400 $27.25 Open Market
ART 07/27/94 600 $27.25 Open Market
ART 07/27/94 1,000 $27.25 Open Market
ART 07/28/94 100 $27.25 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 13,000 Units to Advest, pledged 10,000 Units to Baker
& Company, pledged 6,000 Units to Brown & Company, pledged 10,000 Units to
Bidwell and Company, pledged 10,600 Units to Cowen & Company, pledged 50,575
Units to Bear Stearns, pledged 6,000 Units to First Southwest Company, pledged
25,000 Units to Howard, Weil, Labouisse, Fredricks, Incorporated, pledged
18,100 Units to Oppenheimer, pledged 16,000 Units to Thomas F. White & Co,
Inc., pledged 29,300 Units to Goldman Sachs, pledged 17,600 Units to Robert
Baird, pledged 10,000 Units to Global Strategies Group, Inc., pledged 30,375
Units to Allied Research Service, pledged 19,850 Units to Montgomery
Securities, pledged 68,400 Units to Dean Witter Reynolds, pledged 44,960 Units
to Shearson Lehman Hutton, pledged 21,300 Units to Alex Brown, pledged 40,200
Units to Kemper Securities Group, Inc., pledged 26,700 Units to Raucher Pierce
Refsnes, Inc., pledged 52,200 Units to Prudential Bache, pledged 17,300 Units
to Scottsdale Securities, Inc., pledged 16,900 Units to Mutual Securities,
pledged 80,425 Units to National Bank of Canada, pledged 7,500 Units to Piper
Jaffray, Inc., pledged 46,300 Units to Kidder Peabody Investor, pledged 12,700
Units to NorthPark Securities, Inc., pledged 20,000 Units to Paine Webber,
pledged 6,000 Units to Wheat First Security, pledged 21,100 Units to Hambrecht
& Quest, pledged 11,000 Units to Lombard Securities, pledged 5,000 Units to
Southwest Securities, pledged 12,000 Units to Capital Institutional, Inc.,
pledged 19,200 Units to CJ
11
<PAGE> 12
Lawrence, Inc., pledged 9,500 Units to Dillon, Read and Company, pledged 6,375
Units to Eppler, Guerin and Turner, Inc., pledged 5,000 Units to Mabon, pledged
18,000 Units to Legg Mason Wood Walker Incorporated, pledged 9,500 Units to
First Alabama Investments, Inc., pledged 12,000 Units to Ohio Securities,
pledged 10,000 Units to Rodman & Renshaw, pledged 17,000 Units to Kirkpatrick
Pettis, pledged 7,200 Units to Lehman Brothers, pledged 3,100 Units to Pacific
Brokerage Services, pledged 5,000 Units to Wachovia, pledged 15,000 Units to
Olde Discount Stock Brokers, pledged 12,600 Units to Quick & Reilly, and
pledged 28,950 Units to Gruntal & Co. in stock margin accounts maintained by it
with such brokers.
On October 6, 1993, ART, Syntek Asset Management, L.P. ("SAMLP"), the
Partnership and National Realty, L.P. Oversight Committee executed the Term
Sheet, which set forth the principal terms of the agreement with respect to
consummation of the 1990 Moorman Settlement Agreement.
The Term Sheet would effect a restructuring of the Partnership and the
spinoff by the Partnership to its unitholders of shares of a newly-formed
subsidiary which would qualify as a Real Estate Investment Trust. The Term
Sheet provided that within nine months of the spinoff transaction, ART would
make a cash tender offer to purchase up to 60 percent of the the Partnership
Units held by limited partners unaffiliated with ART or SAMLP for $12 per Unit,
unless the Units have traded at an appreciably higher average price for the
prior thirty days. In August 1994 the parties determined that the proposed
spinoff transaction was not in the best interest of the limited partners.
Accordingly, ART will not be required to make a cash tender offer.
BCM has pledged 4,000 Units to Accutrade, pledged 2,500 Units to
Neuberger & Berman, pledged 2,100 Units to Advest, pledged 3,000 Units to
Scottsdale Securities, Inc., pledged 800 Units to Cowen & Company, pledged
1,500 Units to Dean Witters Reynolds, pledged 4,000 Units to Dillon Read and
Company, Inc., pledged 2,000 Units to First Alabama Investments, Inc., pledged
2,000 Units to Hambrecht & Quist, pledged 2,000 Units to HD Vest Financial
Services, Inc., pledged 3,000 Units to IDS Financial Services, Inc., pledged
2,000 Units to Kennedy Cabot & Company, pledged 1,800 Units to Legg Mason Wood
Walker Incorporated, pledged 2,000 Units to Lehman Brothers, pledged 3,000
Units to Lombard, pledged 3,000 Units to NorthPark Securities, Inc., pledged
1,000 Units to Ohio Securities, pledged 2,000 Units to Prudential Bache,
pledged 2,000 Units to Rodman & Renshaw, Inc., pledged 2,000 Units to Signet
Financial Services, Inc., pledged 1,250 Units to Southwest Securities, pledged
3,000 Units to Capital Institutional, Inc., pledged 3,000 Units to CJ Lawrence,
Inc., pledged 2,000 Units to Kidder Peabody Investor and pledged 18,475 Units
to Piper Jaffray, Inc. 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: August 9, 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
