<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 32 )*
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)
September 6, 1996
-----------------------------------
(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
2,118,108
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,118,108
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,118,108
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
33.4%
- --------------------------------------------------------------------------------
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
290,275
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
290,275
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
290,275
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.6%
- --------------------------------------------------------------------------------
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> 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
7,500
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
7,500
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
.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
SCHEDULE 13D
CUSIP NO. 637-353-301 PAGE 5 OF 13 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ART Holdings, Inc.
75-2663476
- --------------------------------------------------------------------------------
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
1,231,108
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
1,231,108
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,231,108
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.4%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- --------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
INCLUDED BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND SIGNATURE ATTESTATION.
<PAGE> 6
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 August 24,
1995. The principal executive offices of the Partnership are located at 10670
North Central Expressway, Suite 600, Dallas, Texas 75231.
Although the Reporting Group has not acquired more than 1% of the
outstanding Units since the last amendment, the number of outstanding Units of
the Partnership has been reduced by the Partnership which has resulted in an
increase in the percentage ownership of the Reporting Persons.
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"), the Gene E. Phillips
Children's Trust (the "GEP Trust") and ART Holdings, Inc. ("AHI") (collectively
the "Reporting Persons").
ART, BCM, the GEP Trust and AHI 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 BCM and
the adult son of Gene E. Phillips. AHI is a wholly-owned subsidiary of ART
recently established for the sole purpose of holding record ownership of the
Units beneficially owned by ART.
(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>
Roy E. Bode Director
Oscar W. Cashwell Director
Al Gonzalez Director
</TABLE>
6
<PAGE> 7
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
Dale A. Crenwelge Director
Karl L. Blaha Director\President
Thomas A. Holland Executive Vice President and
Chief Financial Officer
Randall M. Paulson Executive Vice President
Bruce A. Endendyk Executive Vice President
Robert A. Waldman Senior Vice President, Secretary
and General Counsel
Drew D. Potera Treasurer
</TABLE>
Mr. Bode's business address is 2435 E. FM 879, Palmer, Texas 75152.
Mr. Bode's present principal occupation is Vice President for Public Affairs at
the University of Texas Southwestern Medical Center at Dallas. Mr. Bode is a
citizen of the United States of America.
Mr. Cashwell's business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Cashwell's present principal occupation
is the Executive Vice 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. Crenwelge's business address is 10208 Echo Ridge Drive, Austin,
Texas 78750. Mr. Crenwelge's present principal occupation is President of
Longhorn Consultants Commercial Real Estate Group, Inc. and Crenwelge
Commercial Consultants, Inc. Mr. Crenwelge is a citizen of the United States
of America.
Mr. Blaha's business address is 10670 North Central Expressway, Suite
600, Dallas, Texas 75231. Mr. Blaha's present principal occupation is
Executive Vice President of Carmel Realty, Inc. 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 Executive Vice President and Chief Financial Officer of BCM. Mr. Holland 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.
7
<PAGE> 8
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.
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>
8
<PAGE> 9
Information with respect to Messrs. Paulson, Cashwell, Holland,
Endendyk, Holland, Waldman and Potera 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. 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. Ryan T. Phillips' business address is 10670 North Central
Expressway, Suite 600, Dallas, Texas 75231. Mr. Phillips' is currently an
independent real estate investor. Mr. Phillips' 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.
(IV) AHI is a corporation organized and existing under the laws of
the State of Nevada. AHI is a wholly- owned subsidiary of ART. AHI's
principal business activity is the holding of record ownership of Units
beneficially owned by ART. Its principal place of business and principal
office is located at 10670 North Central Expressway, Suite 600, Dallas, Texas.
The directors and executive officers of AHI are as follows:
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
Karl L. Blaha Director\President
Thomas A. Holland Vice President and Chief Financial Officer
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
Robert A. Waldman Director\Secretary
Drew D. Potera Director\Treasurer
</TABLE>
Information with respect to Messrs. Blaha, Holland, Waldman and Potera
is disclosed in (I) above.
During the last five (5) years, (i) none of the persons enumerated in
(I) through (IV) above has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) and (ii) none of such persons was
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Item 5. Interest in Securities of the Issuer
Item 5 is hereby amended to read as follows:
(a) Share Ownership
The following tables show the 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 2,118,108 33.4%
BCM 290,275 4.6%
GEP Trust 7,500 .1%
AHI 1,231,108 19.4%
TOTAL 3,646,991 57.5%
</TABLE>
<TABLE>
<CAPTION>
Units Owned Beneficially
------------------------
Number of Percent of
Name Units Class (1)
- ---- --------- ----------
<S> <C> <C>
ART 2,118,108 33.4%
BCM 290,275 4.6%
GEP Trust 7,500 .1%
AHI 1,231,108 19.4%
Al Gonzalez (2) 2,118,108 33.4%
Ryan T. Phillips (3)(4) 297,775 4.7%
Roy E. Bode (2) 2,118,108 33.4%
Dale A. Crenwelge (2) 2,118,108 33.4%
Oscar W. Cashwell (2) 2,118,108 33.4%
Mickey Ned Phillips (3) 290,275 4.6%
Karl L. Blaha (2)(5) 3,349,216 52.8%
Robert A. Waldman (5) 1,231,108 19.4%
Drew D. Potera (5) 1,231,108 19.4%
Total Units beneficially
owned by Reporting Persons 3,646,991 57.5%
</TABLE>
10
<PAGE> 11
(1) Percentage calculations are based upon 6,340,415 Units
outstanding at July 26, 1996. 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.
(5) May be deemed to be a beneficial owner of the Units held
directly by AHI by virtue of the relationship to AHI described
in Item 2.
(b) Voting and Dispositive Power
Each of the directors of ART share voting and dispositive power over
the 2,118,108 Units held by ART. Each of the directors of BCM exercise voting
and dispositive power over the 290,275 Units held by BCM. The trustee of GEP
Trust has voting and dispositive power over the 7,500 Units held by the GEP
Trust. Each of the directors of AHI exercise voting and dispositive power over
the 1,231,108 Units held by AHI.
(c) Transactions in Securities
The Reporting Persons have purchased an additional 58,694 Units since
the date of the last amendment on Schedule 13D. However, the Reporting Persons
have made no purchases of Units during the last sixty days. The Partnership
has reduced the number of total outstanding Units which has resulted in an
increase in the percentage of ownership of Reporting Persons.
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 39,000 Units to Advest, pledged 30,000 Units to Arnold
Securities, pledged 44,500 Units to Baker & Co., pledged 47,000 Units to
Bidwell, pledged 31,500 Units to Brown & Co., pledged 60,000 Units to C.J.
Lawrence, pledged 39,000 Units to Cowen & Co., pledged 30,000 Units to First
Southwest, pledged 200,600 Units to Foothill Capital, pledged 63,000 Units to
Global Strategies, pledged 65,100 Units to Goldman Sachs, pledged 63,600 Units
to Hambrecht & Quist, pledged 52,200 Units to Josephthal Lyon, pledged 5,000
Units to JW Charles, pledged 75,000 Units to Legg Mason (TX), pledged 33,000
Units to Marsh Block, pledged 18,000 Units to May Financial, pledged 65,100
Units to McDonald & Co., pledged 59,550 Units to Montgomery, pledged 39,300
Units to Morgan Keegan, pledged 154,500 Units to NationsBank Cap., pledged
12,000 Units to Nationwide Sec., pledged 51,300 Units to Olde, pledged 54,300
Units to Oppenheimer (NY), pledged 91,680 Units to Oppenheimer (TX), pledged
37,725 Units to The Principal, pledged 131,100 Units to Rauscher Pierce,
pledged 27,900 Units to Roney &
11
<PAGE> 12
Co., pledged 40,500 Units to Regions Investments, pledged 54,750 Units to
Tucker Anthony, pledged 30,000 Units to UBS Securities, pledged 30,000 Units
to Wachovia, pledged 19,800 Units to Washington Discount, and pledged 82,500
Units to Wedbush Morgan in stock margin accounts maintained by it with such
brokers.
ART has pledged 200,000 Units to United Pacific Bank pursuant to a loan
agreement with such bank.
BCM has pledged 6,300 Units to Advest, pledged 7,500 Units to The
Advisors Group, pledged 5,400 Units to Alex Brown (NY), pledged 9,000 Units to
American Express Financial, pledged 6,000 Units to Baraban Sec., pledged 77,625
Units to Bear Stearns, pledged 3,600 Units to Brown & Co., pledged 3,000 Units
to Chase Sec., pledged 9,000 Units to CJ Lawrence, pledged 2,400 Units to Cowen
& Co., pledged 4,500 Units to Dean Witter (CA), pledged 6,000 Units to
Hambrecht & Quist, pledged 6,000 Units to HD Vest, pledged 4,500 Units to
Montgomery, pledged 21,000 Units to NationsBank Cap., pledged 7,500 Units to
Olde, pledged 12,000 Units to Oppenheimer (NY), pledged 27,600 Units to
Oppenheimer (TX), pledged 6,000 Units to Paine Webber (WA), pledged 1,500 Units
to The Principal, pledged 12,000 Units to Regions Investment, pledged 15,000
Units to Rodman & Renshaw, pledged 6,000 Units to Signet, pledged 9,750 Units
to Southwest Sec.(TX), pledged 3,000 Units to Wachovia, and pledged 18,100
Units to Wedbush Morgan in stock margin accounts maintained by it with such
brokers.
GEP Trust has pledged 7,500 Units to Dean Witter (NY) in stock margin
accounts maintained by it with such broker.
AHI has pledged 1,231,108 Units pursuant to a loan agreement with CS
First Boston.
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: October 1, 1996
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
ART HOLDINGS, INC.
By: /s/ DREW D. POTERA
------------------------------
Drew D. Potera
Treasurer
13
