<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 31)*
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)
August 24, 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
1,099,874
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,099,874
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,099,874
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
51.4%
- --------------------------------------------------------------------------------
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
93,725
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
93,725
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,725
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.4%
- --------------------------------------------------------------------------------
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 7, 1995.
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
Al Gonzalez Director
Ryan T. Phillips Director
Dale A. Crenwelge Director
Karl L. Blaha President
Thomas A. Holland Executive Vice President and
Chief Financial Officer
Randall M. Paulson Executive Vice President
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
Bruce A. Endendyk Executive Vice President
Robert A. Waldman Senior Vice President, Secretary
and General Counsel
Drew D. Potera Treasurer
</TABLE>
Mr. 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. Gonzalez' business address is 4455 Alpha Road, Building #2,
Dallas, Texas 75244. Mr. Gonzalez' present principal occupation is President of
AGE Refining, Inc. Mr. Gonzalez is a citizen of the United States of America.
Mr. 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. Holland's business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Holland's present principal occupation
is Executive Vice President and Chief Financial Officer of BCM. Mr. Holland is
a citizen of the United States of America.
Mr. Blaha's business address is 10670 North Central Expressway, Suite
600, Dallas, Texas 75231. Mr. Blaha's present principal occupation is
Executive Vice President of Carmel Realty, Inc. Mr. Blaha is a citizen of the
United States of America.
Mr. Paulson's business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Paulson's present principal occupation
is 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. 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 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>
Randall M. Paulson President
Oscar W. Cashwell Executive Vice President
Thomas A. Holland Executive Vice President and
Chief Financial Officer
Clifford C. Towns, Jr. Executive Vice President,
Finance
Bruce A. Endendyk Executive Vice President
Cooper B. Stuart Executive Vice President
Mark W. Branigan Executive Vice President
Robert A. Waldman Senior Vice President, General
Counsel and Secretary
Drew D. Potera Vice President, Treasurer
and Securities Manager
Ryan T. Phillips Director
Mickey Ned Phillips Director
</TABLE>
Information with respect to 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.
7
<PAGE> 8
Mr. Stuart's business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Stuart is Executive Vice President of BCM.
Mr. Stuart is a citizen of the United States of America.
Mr. Branigan's business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Branigan is Executive Vice President of
BCM. Mr. Branigan is a citizen of the United States of America.
Mr. Mickey Ned Phillips' business address is 264 Rolling Hills
Circle, Gaffney, South Carolina 29340. Mr. Phillips' present principal
occupation is owner of Phillips Remodeling Co. Mr. Phillips is a citizen of
the United States of America.
(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:
<TABLE>
<CAPTION>
Units Owned Directly
--------------------
Number of Percent of
Name Units Class (1)
- ---- --------- ----------
<S> <C> <C> <C>
ART 1,099,874 51.4%
BCM 93,725 4.4%
GEP Trust 2,500 .1%
TOTAL 1,196,099 55.9%
</TABLE>
<TABLE>
<CAPTION>
Units Owned Beneficially
------------------------
Number of Percent of
Name Units Class (1)
- ---- --------- ----------
<S> <C> <C>
ART 1,099,874 51.4%
BCM 93,725 4.4%
GEP Trust 2,500 .1%
Al Gonzalez (2) 1,099,874 51.4%
Ryan Phillips (2)(3)(4) 1,196,099 55.9%
Dale A. Crenwelge (2) 1,099,874 51.4%
Oscar W. Cashwell (2) 1,099,874 51.4%
Mickey Ned Phillips (3) 93,725 4.4%
Total Units beneficially
owned by Reporting Persons 1,196,099 55.9%
</TABLE>
_____________________
(1) Percentage calculations are based upon 2,139,368 Units
outstanding at July 28, 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
9
<PAGE> 10
Each of the directors of ART share voting and dispositive power over
the 1,099,874 Units held by ART. Each of the directors of BCM exercise voting
and dispositive power over the 93,725 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 07/10/95 600 $30.250 Open Market
ART 07/11/95 300 $30.250 Open Market
ART 07/12/95 200 $30.250 Open Market
ART 07/13/95 500 $30.250 Open Market
BCM 07/14/95 400 $30.250 Open Market
ART 07/19/95 200 $30.00 Open Market
ART 07/19/95 800 $30.250 Open Market
BCM 07/19/95 600 $30.250 Open Market
ART 07/19/95 1,000 $30.250 Open Market
ART 07/20/95 1,000 $30.250 Open Market
BCM 07/20/95 700 $30.250 Open Market
BCM 07/26/95 1,300 $30.250 Open Market
BCM 07/28/95 1,000 $30.250 Open Market
BCM 07/31/95 200 $30.250 Open Market
BCM 08/02/95 100 $30.250 Open Market
BCM 08/08/95 100 $30.250 Open Market
BCM 08/09/95 100 $30.250 Open Market
BCM 08/10/95 1,000 $30.250 Open Market
BCM 08/10/95 500 $30.250 Open Market
BCM 08/10/95 400 $30.125 Open Market
BCM 08/10/95 600 $30.250 Open Market
BCM 08/10/95 1,000 $30.250 Open Market
BCM 08/10/95 1,100 $30.250 Open Market
BCM 08/11/95 900 $30.250 Open Market
BCM 08/11/95 1,500 $30.250 Open Market
BCM 08/11/95 1,000 $30.250 Open Market
ART 08/14/95 1,000 $30.250 Open Market
ART 08/15/95 500 $30.00 Open Market
ART 08/15/95 500 $30.125 Open Market
ART 08/15/95 400 $30.250 Open Market
BCM 08/16/95 1,000 $30.250 Open Market
ART 08/17/95 200 $30.375 Open Market
ART 08/22/95 100 $30.250 Open Market
ART 08/22/95 400 $30.250 Open Market
ART 08/22/95 500 $30.250 Open Market
</TABLE>
10
<PAGE> 11
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 21,300 units to Alex
Brown (TX), pledged 40,375 units to Allied, pledged 10,000 units to Arnold
Securities, pledged 13,500 units to Baker & Co., pledged 56,075 units to Bear
Stearns, pledged 15,000 units to Bidwell, pledged 12,000 units to Brokerage
Services, pledged 10,500 units to Brown & Co., pledged 20,000 units to C.J.
Lawrence, pledged 13,000 units to Cowen & Co., pledged 118,200 units to Dean
Witter (CA), pledged 11,000 units to Dillon Read, pledged 13,991 units to
Equitable, pledged 13,500 units to First Alabama, pledged 10,000 units to First
Southwest, pledged 10,000 units to Global Strategies, pledged 29,300 units to
Goldman Sachs, pledged 21,200 units to Hambrecht & Quist, pledged 17,400 units
to Howe Barnes, pledged 11,000 units to Interstate/Johnson L., pledged 22,000
units to JB Oxford, pledged 15,000 units to Jefferies (TX), pledged 21,200
units to Kemper Sec. (CA), pledged 20,000 units to Kemper Sec. (TX), pledged
19,000 units to Kirkpatrick Pettis, pledged 20,000 units to Legg Mason (NY),
pledged 25,000 units to Legg Mason (TX), pledged 12,000 units to Lombard,
pledged 10,000 units to Marsh Block, pledged 6,000 units to May Financial,
pledged 21,700 units to McDonald & Co., pledged 19,850 units to Montgomery,
pledged 12,100 units to Morgan Keegan, pledged 21,900 units to Mutual
Securities, pledged 26,500 units to NationsBank Cap., pledged 4,000 units to
Nationwide Sec., pledged 13,000 units to Ohio, pledged 16,000 units to Olde,
pledged 18,100 units to Oppenheimer, pledged 30,560 units to Oppenheimer (TX),
pledged 5,495 units to Pacific Brokerage, pledged 7,500 units to Piper Jaffray,
pledged 12,575 units to The Principal, pledged 16,000 units to Quick & Reilly,
pledged 26,700 units to Rauscher Pierce, pledged 17,600 units to Robert Baird,
pledged 12,000 units to Rodman & Renshaw, pledged 9,300 units to Roney & Co.,
pledged 9,000 units to Schramme Inv., pledged 6,000 units to Southwest
Securities (TX), pledged 16,000 units to Thomas F. White, pledged 18,250 units
to Tucker Anthony, pledged 8,000 units to UBS Securities, pledged 8,000 units
to Wachovia, pledged 5,000 units to Washington Discount, pledged 7,000 units to
Wedbush Morgan and pledged 6,000 units to Wheat First Sec. in stock margin
accounts maintained by it with such brokers.
In addition, ART has pledged 65,200 units to Foothill Capital as
collateral pursuant to a loan agreement.
BCM has pledged 2,100 units to Advest, pledged 2,500 units to The
Advisors Group, pledged 7,400 units to Bear Stearns, pledged 1,200 units to
Brown & Co., 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 4,000 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 500 units to Jefferies (TX), pledged 2,000 units to Kirkpatrick Pettis,
pledged 1,800 units to Legg Mason (NY), pledged 3,000 units to Lombard, pledged
2,000 units to NationsBanc Disc., pledged 5,000 units to Nationsbank Cap.,
pledged 1,000 units to Ohio, pledged 2,500 units to Olde, pledged 9,200 units
to Oppenheimer (TX), pledged 2,000 units to Paine Webber (WA), pledged 18,475
units to Piper Jaffrey, pledged 500 units to The Principal, pledged 1,000 units
to Quick & Reilly, pledged 5,000 units to Rodman & Renshaw, pledged 2,000 units
to Signet, pledged 3,250 units to Southwest Sec.(TX) and pledged 1,000 units to
Texas Commerce in stock margin accounts maintained by it with such brokers.
11
<PAGE> 12
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: September 7, 1995
AMERICAN REALTY TRUST, INC.
By: /s/Karl L. Blaha
Karl L. Blaha
President
BASIC CAPITAL MANAGEMENT, INC.
By: /s/Drew D. Potera
Drew D. Potera
Treasurer
GENE E. PHILLIPS CHILDREN'S TRUST
By: /s/Donald W. Phillips
Donald W. Phillips
Trustee
12
