<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 33)*
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 N. Central Expressway, Suite 600, Dallas, Texas 75231
(214) 692-4758
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 10, 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 201,200
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 201,200
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
201,200
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.2%
- --------------------------------------------------------------------------------
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 212,650
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 212,650
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
212,650
- --------------------------------------------------------------------------------
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
(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
BCM HOLDINGS, INC.
75-2664665
- --------------------------------------------------------------------------------
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 77,625
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 77,625
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
77,625
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.2%
- --------------------------------------------------------------------------------
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> 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 3,208,116
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 3,208,116
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,208,116
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
- --------------------------------------------------------------------------------
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> 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 September 6,
1996. The principal executive offices of the Partnership are located at 10670
North Central Expressway, Suite 600, Dallas, Texas 75231.
Although the Reporting Persons have not acquired more than 1% of the
outstanding Units since the last amendment, certain of the Reporting Persons
have established new subsidiaries to hold the Units and therefore they are
being added as Reporting Persons and this Amendment identifies the number of
Units which are now held by the subsidiaries. In addition, the Gene E.
Phillips Trust no longer owns any Units and therefore is no longer included as
a Reporting Person.
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"), BCM Holdings, Inc. ("BHI")
and ART Holdings, Inc. ("AHI") (collectively the "Reporting Persons").
ART, BCM, BHI 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. BHI is a wholly-owned subsidiary of BCM recently established for the sole
purpose of holding record ownership of the Units beneficially owned by BCM.
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:
Name Position(s)
- ---- -----------
Roy E. Bode Director
Oscar W. Cashwell Director
6
<PAGE> 7
Name Position(s)
- ---- -----------
Dale A. Crenwelge Director
Al Gonzalez 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
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.
7
<PAGE> 8
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.
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:
Name Position(s)
- ---- -----------
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
8
<PAGE> 9
Name Position(s)
- ---- -----------
Ryan T. Phillips Director
Mickey Ned Phillips Director
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) BHI is a corporation organized and existing under the laws of
the State of Nevada. BHI is a wholly-owned subsidiary of BCM. BHI's principal
business activity is the holding of record ownership of Units beneficially
owned by BCM. 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 BHI are as follows:
Name Position(s)
- ---- -----------
Thomas A. Holland Director/President and Chief Financial
Officer
Robert A. Waldman Director/Secretary
Drew D. Potera Director/Treasurer
Information with respect to Messrs. Holland, Waldman and Potera is
disclosed in (I) above.
9
<PAGE> 10
(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:
Name Position(s)
- ---- -----------
Karl L. Blaha Director\President
Thomas A. Holland Vice President and Chief Financial Officer
Robert A. Waldman Director\Secretary
Drew D. Potera Director\Treasurer
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:
Units Owned Directly
Number of Percent of
Table Units Class (1)
- ---- --------- ----------
[S] [C] [C] [C]
ART 201,200 3.2%
BCM 212,650 3.4%
BHI 77,625 1.2%
AHI 3,208,116 50.6%
TOTAL 3,699,591 58.3%
10
<PAGE> 11
Units Owned Beneficially
<TABLE>
<CAPTION>
Number of Percent of
Name Units Class (1)
- ---- --------- ----------
<S> <C> <C>
ART 201,200 3.2%
BCM 212,650 3.4%
BHI 77,625 1.2%
AHI 3,208,116 50.6%
Al Gonzalez (2) 201,200 3.2%
Ryan T. Phillips (3)(4) 212,650 3.4%
Roy E. Bode (2) 201,200 3.2%
Dale A. Crenwelge (2) 201,200 3.2%
Oscar W. Cashwell (2) 201,200 3.2%
Mickey Ned Phillips (3) 212,650 3.4%
Karl L. Blaha (2)(5) 3,409,316 53.8%
Thomas A. Holland (4) 77,625 1.2%
Robert A. Waldman (4)(5) 3,285,741 51.8%
Drew D. Potera (4)(5) 3,285,741 51.8%
Total Units beneficially
owned by Reporting Persons 3,699,591 58.3%
</TABLE>
(1) Percentage calculations are based upon 6,329,709 Units
outstanding at September 30, 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 BHI by virtue of the relationship to the BHI
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 201,200 Units held by ART. Each of the directors of BCM exercise voting
and dispositive power over the 212,650 Units held by BCM. Each of the
directors of BHI exercise voting and dispositive power over the 77,625 Units
held by BHI. Each of the directors of AHI exercise voting and dispositive
power over the 3,208,116 Units held by AHI.
11
<PAGE> 12
(c) Transactions in Securities
The following table lists the purchase transactions in the Units that
were effected by the Reporting Persons during the past 60 days.
<TABLE>
<CAPTION>
Reporting Number Price Type of
Person Date of Units Per Unit Transaction
- ------ ---- -------- -------- -----------
<S> <C> <C> <C> <C>
ART 10/03/96 1,200 $12.250 Open Market
ART 10/04/96 11,800 $12.250 Open Market
ART 10/07/96 13,000 $12.250 Open Market
ART 10/08/96 16,600 $12.250 Open Market
ART 10/09/96 16,900 $12.250 Open Market
ART 10/10/96 600 $12.250 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 200,600 Units to Foothill Capital pursuant to a loan
agreement and pledged 600 Units to Goldman Sachs in a stock margin account
maintained by it with such broker.
BCM has pledged 9,000 Units to American Express Financial, pledged
128,500 Units to Bear Stearns, pledged 3,000 Units to Chase Sec., pledged 2,400
Units to Cowen & Co., pledged 4,500 Units to Dean Witter (CA), pledged 6,000
Units to HD Vest, pledged 7,500 Units to Olde, pledged 12,000 Units to
Oppenheimer (NY), pledged 6,000 Units to Paine Webber (WA), pledged 1,500 Units
to The Principal, pledged 4,500 to Rauscher Pierce, pledged 15,000 Units to
Rodman & Renshaw, pledged 9,750 Units to Southwest Sec.(TX), and pledged 3,000
Units to Wachovia in stock margin accounts maintained by it with such brokers.
BHI has pledged 77,625 Units to Bear Stearns in stock margin accounts
maintained by it with such broker.
AHI has pledged 3,208,116 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 31, 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
BCM HOLDINGS, INC.
By: /s/ Drew D. Potera
----------------------------------
Drew D. Potera
Treasurer
ART HOLDINGS, INC.
By: /s/ Drew D. Potera
----------------------------------
Drew D. Potera
Treasurer
13
