<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 28)*
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)
February 16, 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. 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
1,040,479
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,040,479
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,040,479
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.6%
- --------------------------------------------------------------------------------
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
76,125
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
76,125
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
76,125
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
- --------------------------------------------------------------------------------
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 December
9, 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
Dale A. Crenwelge Director
Karl L. Blaha President
</TABLE>
5
<PAGE> 6
<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 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.
Mr. 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. 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. 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. Paulson's business adddress 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 adddress 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, 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 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
Hamilton P. Schrauff Executive Vice President and
Chief Financial Officer
Karl L. Blaha Executive Vice President - Director
of Commercial Management
Clifford C. Towns, Jr. Executive Vice President,
Finance
Stephen R. Young Executive Vice President - Director
of Acquisitions
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
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, General
Counsel and Secretary
Drew D. Potera Vice President, Treasurer
and Securities Manager
Ryan T. Phillips Director
</TABLE>
Information with respect to Messrs. Cashwell, Waldman,
Schrauff, Blaha, Paulson, Endendyk, 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. 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.
(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.
8
<PAGE> 9
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 Units owned directly and
beneficially by the Reporting Persons on the date of this statement:
<TABLE>
<CAPTION>
Units Owned Directly
--------------------
Number of Percent of
Name Units Class (1)
- ---- --------- ----------
<S> <C> <C>
ART 1,040,479 48.6%
BCM 76,125 3.6%
GEP Trust 2,500 .1%
TOTAL 1,119,104 52.3%
</TABLE>
<TABLE>
<CAPTION>
Units Owned Beneficially
------------------------
Number of Percent of
Name Units Class (1)
- ---- ---------- ----------
<S> <C> <C>
ART 1,040,479 48.6%
BCM 76,125 3.6%
GEP Trust 2,500 .1%
G. Wayne Watts (2) 1,040,479 48.6%
Al Gonzalez (2) 1,040,479 48.6%
M. Ned Phillips (3) 76,125 3.6%
Ryan Phillips (2)(3)(4) 1,119,104 52.3%
Dale A. Crenwelge (2) 1,040,479 48.6%
Oscar W. Cashwell (2) 1,040,479 48.6%
Total Units beneficially
owned by Reporting Persons 1,119,104 52.3%
</TABLE>
- --------------------
9
<PAGE> 10
(1) Percentage calculations are based upon 2,139,607
Units outstanding at February 16, 1995. 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.
(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 1,040,479 Units held by ART. Each of the directors of BCM
exercise voting and dispositive power over the 76,125 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 12/12/94 1,200 $29.00 Open Market
ART 12/12/94 400 $29.25 Open Market
ART 12/12/94 100 $28.75 Open Market
ART 12/13/94 500 $29.50 Open Market
ART 12/14/94 1,000 $29.50 Open Market
ART 12/14/94 200 $29.625 Open Market
ART 12/14/94 700 $29.75 Open Market
ART 12/16/94 500 $29.75 Open Market
ART 12/20/94 100 $30.00 Open Market
ART 12/22/94 400 $30.25 Open Market
ART 12/22/94 1,000 $30.25 Open Market
ART 12/23/94 300 $30.25 Open Market
ART 12/23/94 1,000 $30.25 Open Market
ART 12/28/94 200 $30.50 Open Market
ART 12/29/94 1,000 $30.50 Open Market
ART 12/29/94 300 $30.50 Open Market
ART 01/04/95 200 $31.00 Open Market
ART 01/04/95 3,500 $31.75 Open Market
ART 01/13/95 1,000 $31.00 Open Market
ART 01/25/95 100 $31.00 Open Market
ART 02/03/95 400 $31.00 Open Market
ART 02/06/95 500 $31.00 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>
ART 02/06/95 1,000 $31.00 Open Market
ART 02/06/95 1,000 $31.00 Open Market
ART 02/08/95 1,000 $31.00 Open Market
ART 02/14/95 1,000 $31.00 Open Market
ART 02/14/95 1,000 $31.00 Open Market
ART 02/15/95 1,000 $31.00 Open Market
ART 02/16/95 400 $31.00 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 10,000 units to Accutrade, pledged 13,000
units to Advest, pledged 21,300 units to Alex Brown (TX), pledged 36,875 units
to Allied, pledged 10,000 units to Arnold Securities, pledged 11,000 units to
Baker & Co., pledged 40,575 units to Bear Stearns, pledged 15,000 units to
Bidwell, pledged 8,500 units to Brown & Co., pledged 8,000 units to Ceres
Securities, 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 11,000 units to Dillon Read, pledged 11,991 units to
Equitable, pledged 11,000 units to First Alabama, pledged 8,000 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 5,100 units to Morgan Keegan,
pledged 21,900 units to Mutual Securities, pledged 11,000 units to Nations Bank
Sec., pledged 1,000 units to Nationwide Sec., pledged 12,000 units to Ohio,
pledged 15,000 units to Olde, pledged 18,100 units to Oppenheimer, pledged
30,560 units to Oppenheimer (TX), pledged 5,000 units to Pacific Brokerage,
pledged 15,000 units to Paine Webber (NY), pledged 5,300 units to Paine Webber
(TX), pledged 7,500 units to Piper Jaffray, pledged 6,575 units to The
Principal, pledged 49,500 units to Prudential (TX), pledged 13,000 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 7,200 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 6,000 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.
11
<PAGE> 12
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 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 500 units
to Paine Webber (NY), pledged 1,500 units to Paine Webber (TX), pledged 2,000
units to Paine Webber (WA), pledged 18,475 units to Piper Jaffrey, pledged
3,000 units to Prudential (PA), pledged 9,200 units to Prudential (TX), pledged
5,000 units to Rodman & Renshaw, pledged 2,000 units to Signet, 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: February 7, 1995
AMERICAN REALTY TRUST, INC.
By: /s/Karl L. Blaha
Karl L. Blaha
President
BASIC CAPITAL MANAGEMENT, INC.
By: /s/Oscar Cashwell
Oscar Cashwell
President
GENE E. PHILLIPS CHILDREN'S TRUST
By: /s/Donald W. Phillips
Donald W. Phillips
Trustee
13
