<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 34)*
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)
January 10, 1997
-----------------------------------
(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 11 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*
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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
81,084
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
81,084
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
81,084
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.3%
- --------------------------------------------------------------------------------
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 11 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
Delaware
- --------------------------------------------------------------------------------
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 11 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
3,349,535
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
3,349,535
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,349,535
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.2%
- --------------------------------------------------------------------------------
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
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 October 10,
1996. The principal executive offices of the Partnership are located at 10670
North Central Expressway, Suite 600, Dallas, Texas 75231.
As stated in the previous Amendments, certain of the Reporting Persons
have established new subsidiaries to hold the Outstanding Units and they have
been added as Reporting Persons and this Amendment identifies the number of
Units which are now held by the subsidiaries. In addition, Basic Capital
Management, Inc. ("BCM") no longer owns any Units in its name 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"), BCM Holdings, Inc. ("BHI") and ART Holdings, Inc. ("AHI")
(collectively the "Reporting Persons").
ART, 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.
BHI is a wholly-owned subsidiary of BCM, who serves as the Advisor and is the
largest shareholder of ART. BHI was 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:
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
Roy E. Bode Director
Oscar W. Cashwell Director
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
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
Mark W. Branigan Senior Vice President -
Residential Asset Management
Lynn W. Humphries Senior Vice President -
Commercial Asset Management
Robert A. Waldman Senior Vice President, Secretary
and General Counsel
Drew D. Potera Vice President and 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 real estate consultant for 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 PO Box 717, 527 Highway 27,
Comfort, TX 78013. 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.
6
<PAGE> 7
Mr. Holland's business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Holland's present principal occupation
is 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.
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. Branigan's business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Branigan's present principal occupation
is Executive Vice President - Residential Asset Management of BCM. Mr.
Branigan is a citizen of the United States of America.
Mr. Humphries business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Humphries' present principal occupation
is Senior Vice President - Commercial Asset Management of BCM. Mr. Humphries
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) 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:
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
Thomas A. Holland Director/President and Chief Financial
Officer
Robert A. Waldman Director/Secretary
Drew D. Potera Director/Treasurer
</TABLE>
7
<PAGE> 8
Information with respect to Messrs. Holland, Waldman and Potera is
disclosed in (I) above.
(III) 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
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 (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:
Units Owned Directly
<TABLE>
<CAPTION>
Number of Percent of
Name Units Class (1)
- ---- --------- ----------
<S> <C> <C>
ART 81,084 1.3%
BHI 290,275 4.6%
AHI 3,349,535 53.2%
TOTAL 3,720,894 59.1%
</TABLE>
8
<PAGE> 9
Units Owned Beneficially
<TABLE>
<CAPTION>
Number of Percent of
Name Units Class (1)
- ---- --------- ----------
<S> <C> <C>
ART 81,084 1.3%
BHI 290,275 4.6%
AHI 3,349,535 53.2%
Al Gonzalez (2) 81,084 1.3%
Roy E. Bode (2) 81,084 1.3%
Dale A. Crenwelge (2) 81,084 1.3%
Oscar W. Cashwell (2) 81,084 1.3%
Karl L. Blaha (2)(4) 3,430,061 54.4%
Thomas A. Holland (3) 290,275 4.6%
Robert A. Waldman (3)(4) 3,430,061 54.4%
Drew D. Potera (3)(4) 3,430,061 54.4%
Total Units beneficially
owned by Reporting Persons 3,720,894 59.1%
</TABLE>
(1) Percentage calculations are based upon 6,329,709 Units
outstanding at November 1, 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 BHI by virtue of the relationship to the BHI
described in Item 2.
(4) 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 81,084 Units held by ART. Each of the directors of BHI exercise voting and
dispositive power over the 290,275 Units held by BHI. Each of the directors of
AHI exercise voting and dispositive power over the 3,349,535 Units held by AHI.
(c) Transactions in Securities
The following table lists the purchase transactions in the Units that
were effected by the Reporting Persons since the last Amendment filing.
<TABLE>
<CAPTION>
Reporting Number Price Type of
Person Date of Units Per Unit Transaction
- --------- ---- -------- -------- -----------
<S> <C> <C> <C> <C>
ART 10/25/96 100 $12.250 Open Market
ART 10/28/96 1,800 $12.250 Open Market
ART 10/29/96 3,000 $12.250 Open Market
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
Reporting Number Price Type of
Person Date of Units Per Unit Transaction
- ------ ---- -------- -------- -----------
<S> <C> <C> <C> <C>
ART 10/30/96 200 $12.250 Open Market
ART 10/31/96 200 $12.250 Open Market
ART 11/12/96 100 $12.250 Open Market
ART 11/13/96 200 $12.250 Open Market
ART 11/15/96 100 $12.250 Open Market
ART 11/19/96 800 $12.250 Open Market
ART 11/20/96 100 $12.250 Open Market
ART 11/21/96 100 $12.250 Open Market
ART 11/26/96 400 $12.250 Open Market
ART 11/27/96 2,200 $12.250 Open Market
ART 11/29/96 100 $12.250 Open Market
ART 12/10/96 700 $12.625 Open Market
ART 12/11/96 1,700 $12.625 Open Market
ART 12/23/96 200 $12.750 Open Market
ART 12/24/96 2,100 $12.750 Open Market
ART 12/26/96 6,700 $12.750 Open Market
ART 12/27/96 300 $12.875 Open Market
ART 12/27/96 600 $13.000 Open Market
ART 01/03/97 500 $13.000 Open Market
ART 01/06/97 600 $13.000 Open Market
ART 01/10/97 1,000 $13.000 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 Advest, Inc., pledged 1,200
Units to Global Securities, pledged 400 Units to Goldman Sachs, pledged 5,000
Units to Hambrecht & Quist, pledged 27,000 shares to Nations Bank, pledged
13,784 shares to Principal Securities and pledged 23,700 shares to Rauscher
Pierce in stock margin accounts maintained by it with such brokers.
BHI has pledged 290,275 Units pursuant to a loan agreement with
CS First Boston.
AHI has pledged 3,349,535 Units pursuant to a loan agreement
with CS First Boston.
10
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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: January 28, 1997.
AMERICAN REALTY TRUST, INC.
By: /s/ Karl L. Blaha
------------------------
Karl L. Blaha
President
BCM HOLDINGS, INC.
By: /s/ Drew D. Potera
------------------------
Drew D. Potera
Treasurer
ART HOLDINGS, INC.
By: /s/ Drew D. Potera
------------------------
Drew D. Potera
Treasurer
11
