<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 39)
NATIONAL REALTY, L.P.
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(Name of Issuer)
Units of Limited Partnership Interest ("Units")
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(Title of Class of Securities)
637353-30-1
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(CUSIP Number)
Robert A. Waldman
10670 N. Central Expressway, Suite 600
Dallas, Texas 75231
(214) 692-4758
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
June 15, 2000
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(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 Rules 13d-1(b)(3) or (4), check the following box [ ].
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 persons'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).
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CUSIP No. 637353-30-1
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
American Realty Trust, Inc., FEI No. 54-0697989
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions) WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6) Citizenship or Place of Organization Georgia
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Number of 7) Sole Voting Power 284,434
Shares Bene- --------------------------------------------------------------
ficially 8) Shared Voting Power -0-
Owned by --------------------------------------------------------------
Each Report- 9) Sole Dispositive Power 284,434
ing Person --------------------------------------------------------------
With 10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 284,434
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13) Percent of Class Represented by Amount in Row (11) 4.5%
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14) Type of Reporting Person (See Instructions) CO
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CUSIP No. 637353-30-1
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
Basic Capital Management, Inc. FEI No. 75-2332719
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions) WC
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6) Citizenship or Place of Organization Nevada
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Number of 7) Sole Voting Power 820,675
Shares Bene- --------------------------------------------------------------
ficially 8) Shared Voting Power -0-
Owned by --------------------------------------------------------------
Each Report- 9) Sole Dispositive Power 820,675
ing Person --------------------------------------------------------------
With 10) Shared Dispositive PoweR -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 820,675
--------------------------------------------------------------------------------
12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13) Percent of Class Represented by Amount in Row (11) 13.0%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) CO
<PAGE> 4
CUSIP No. 637353-30-1
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
ART Holdings, Inc. FEI No. 75-2663476
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
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3) SEC Use Only
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4) Source of Funds (See Instructions) WC
--------------------------------------------------------------------------------
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6) Citizenship or Place of Organization Nevada
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Number of 7) Sole Voting Power 3,268,535
Shares Bene- --------------------------------------------------------------
ficially 8) Shared Voting Power -0-
Owned by --------------------------------------------------------------
Each Report- 9) Sole Dispositive Power 3,268,535
ing Person --------------------------------------------------------------
With 10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,268,535
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions)
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13) Percent of Class Represented by Amount in Row (11) 51.7%
--------------------------------------------------------------------------------
14) Type of Reporting Person (See Instructions) CO
<PAGE> 5
ITEM 1. SECURITY AND ISSUER
This Amendment to Statement on Schedule 13D relates to the shares of
Units of Limited Partnership Interest ("Units") of NATIONAL REALTY, L.P., a
Delaware limited partnership (the "Partnership" or the"Issuer") and further
amends the original Statement on Schedule 13D as amended by Amendment Nos. 1
through 38 thereof (the "Amended Statement") filed by and on behalf of the
"Reporting Persons" described below. The principal executive offices of TCI are
located at 10670 N. Central Expressway, Suite 600, Dallas, Texas 75231. The
CUSIP number of the Units is 637353-30-1.
This Amendment No. 39 to Schedule 13D is being filed due to changes in
the ownership of Units by BCM, part of which resulted from margin sales by
brokers of Units held in margin accounts of BCM.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Amended Statement is hereby further amended as follows:
This Amendment is being filed on behalf of American Realty Trust, Inc.,
a Georgia corporation ("ART"), Basic Capital Management, Inc., a Nevada
corporation ("BCM"), and ART Holdings, Inc., a Nevada corporation ("AHI"), each
of which have their principal executive offices located at 10670 N. Central
Expressway, Suite 600, Dallas, Texas 75231. All of ART, BCM, and AHI are
collectively referred to as the "Reporting Persons." The Reporting Persons may
be deemed to constitute a "person" within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, as amended, because BCM is the largest
shareholder of, and serves as the Advisor to, ART. AHI is a wholly-owned
subsidiary of ART 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 engaged in the business of investing in and originating
mortgage loans and investing in real estate. ART's principal business
activities include investments in real estate and in other business ventures.
The name, business address and capacity with ART of each of the executive
officers or directors of ART are set forth on Schedule 1 attached hereto. Each
of the individuals listed on Schedule 1 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 and investment trusts and other real estate entities.
The name, business address
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and capacity with BCM of each of the executive officers or directors of BCM are
set forth on Schedule 2 attached hereto. Each of the individuals listed on
Schedule 2 is a citizen of the United States of America.
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 Shares beneficially
owned by ART. The name, business address and capacity with AHI of each of the
executive officers or directors of AHI are set forth on Schedule 3 attached
hereto. Each of the individuals listed on Schedule 3 is a citizen of the United
States of America.
Individuals whose names are not listed on Schedules 1, 2, 3 or 4 who may
have previously been referred to as executive officers or directors of ART,
BCM, or, respectively in Amendment No. 38 to Schedule 13D no longer occupy
those positions, each having resigned or been removed prior to the date of this
Amendment.
(d) During the last five years, none of ART, BCM, AHI, nor any of their
respective executive officers or directors has been convicted in a criminal
proceeding (excluding traffic violations and/or similar misdemeanors).
(e) During the last five years, none of ART, BCM, AHI, nor any of their
respective executive officers or directors has been a party to any civil
proceeding of a judicial or administrative body of competent jurisdiction which
resulted in 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The consideration paid to purchase the Units described in Item 5 below
is from working capital of each of the Reporting Persons and no part of the
purchase price is represented by funds or other consideration borrowed or
otherwise obtained for the purpose of acquiring, holding, trading or voting the
Units. Each of the Reporting Persons have in the past and may in the future,
utilized margin accounts with various brokerage firms which accounts may, from
time to time, have debit balances and include certain of the Units. Since other
securities are held in such accounts, it may be impracticable at any time to
determine the amounts, if any, borrowed with respect to the Units and interest
costs vary with applicable costs and account balances. Certain of the matters
reported under Item 5 below are dispositions caused by sales from margin
accounts by brokerage firms pursuant to the terms of those account agreements
according to such brokerage firms.
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item 5 of the Amended Statement is hereby further amended as follows:
(a) According to the latest information available from the Issuer, as of
May 31, 2000, the total number of issued and outstanding Shares was 6,321,524
Units. As of June 30, 2000, the following Units were owned directly and
beneficially by the Reporting Persons set forth below:
<TABLE>
<CAPTION>
Name No. of Units Owned Directly Approximate % Class
---- --------------------------- -------------------
<S> <C> <C>
ART 284,434 4.5%
BCM 820,675 13.0%
AHI 3,268,535 51.7%
--------- -----
Totals: 4,373,644 69.2%
========= =====
</TABLE>
Pursuant to Rule 13d-3 under the Securities Exchange Act of 1934 (the
"Exchange Act"), each of the directors of ART may be deemed to beneficially own
the number of Units owned by ART and AHI described above; each of the directors
of BCM may be deemed to beneficially own the Units held directly by BCM. Those
individuals and the number of Units deemed beneficially owned pursuant to Rule
13d-3, and the approximate percent of the class, as well as the relationship,
are set forth in the following table:
<TABLE>
<CAPTION>
No. of Units % of
Name of Director Entity Beneficially Owned Class
---------------- ------ ------------------ -----
<S> <C> <C> <C>
Karl L. Blaha ART and AHI 3,552,969 56.2%
Roy E. Bode ART 284,434 4.5%
Collene C. Currie ART 284,434 4.5%
Cliff Harris ART 284,434 4.5%
Joseph Mizrachi ART 284,434 4.5%
Robert A. Waldman AHI 3,268,535 51.7%
Mickey Ned Phillips BCM 820,675 13.0%
Ryan T. Phillips BCM 820,675 13.0%
--------- -----
Total Units beneficially
owned by Reporting Persons and
individuals listed above: 4,373,644 69.2%
========= =====
</TABLE>
(b) Each of the directors of ART share voting and dispositive power over
the 284,434 Units held by ART. The directors of BCM have shared voting and
dispositive power over the 820,675 Units held by BCM. Each of the directors of
AHI share voting and dispositive power over the 3,268,535 Units held by AHI.
(c) During the 60 calendar days ended June 30, 2000, except for the
transactions that are described below, and those
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transactions previously described in Amendment 38 on Schedule 13D through May
31, 2000, the Reporting Persons and their respective executive officers and
directors did not engage in any transaction in the Units or any other equity
interests derivative thereof. The following table sets forth the acquisition
and disposition transactions in the Units that have been effectuated during the
period from June 1, 2000 through June 30, 2000:
<TABLE>
<CAPTION>
No. of
Units
Reporting Acquired Price per Type of
Person Date (Disposed) Unit Transaction
--------- ---- ---------- --------- -----------
<S> <C> <C> <C> <C>
BCM 06/01/00 500 $17.75 Open Market Purchase
BCM 06/05/00 3,700 $17.875 Open Market Purchase
BCM 06/05/00 600 $17.875 Open Market Purchase
BCM 06/13/00 800 $16.75 Open Market Purchase
BCM 06/13/00 4,500 $16.75 Open Market Purchase
BCM 06/15/00 (7,100) $ 8.398 *
BCM 06/15/00 (5,600) $ 8.324 *
BCM 06/27/00 (10,000) $ 7.125 *
BCM 06/30/00 (700) $ 7.06 *
</TABLE>
----------
* Under varying arrangements during the period from June 15, 2000,
through June 30, 2000, certain brokerage firms where Units were pledged by ART
and BCM allegedly foreclosed upon such arrangements and sold for the account of
ART or BCM, as applicable, certain Units pledged as indicated by the
dispositions set forth above. Morgan Keegan caused the sale of 7,100 Units from
BCM's account, Southwest Securities caused the sale of 5,600 Units from BCM's
account, and Chase HQ caused the sale of 10,000 Units from BCM's account.
(d) No person other than the Reporting Person or its respective Board of
Directors is known to have the right to receive or the power to direct receipt
of dividends from, or the proceeds of sale of, the Units held by each of ART,
BCM and AHI, subject to the matters set forth in Item 6 below.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Item 6 of the Amended Statement is hereby further amended to read as
follows:
ART has pledged 60,000 Units to David Morgan pursuant to a loan
agreement with BankOne. The remaining 224,434 Units owned by ART may be deemed
to be "collateral" for borrowings pursuant to margin or other account
arrangements with banks and brokerage firms relating to accounts of ART. Such
arrangements are standard arrangements involving margin securities of up to a
specified percentage of the market value of the Units, as well as other
securities held in such accounts, bear interest at varying rates
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and contain only standard default and similar provisions, the operation of any
of which should not give any other person immediate voting power or investment
power over such securities. Such arrangements exist with the Units and other
securities held in such accounts, and it is impracticable at any time to
determine the amounts, if any, with respect to the Units and interest costs
under such arrangements vary with applicable costs and account balances.
All 820,675 Units owned by BCM may be deemed to be "collateral" for
borrowing pursuant to margin or other account arrangements with banks and
brokerage firms relating to accounts of BCM. Such arrangements are standard
arrangements involving margin securities of up to a specified percentage of the
market value of the Units, as well as other securities held in such accounts,
and bear interest at varying rates and contain only standard default and
similar provisions, the operation of any of which should not give any other
person immediate voting power or investment power over such securities. Such
arrangements exist with the Units and other securities held in such accounts,
and it is impracticable at any time to determine the amounts, if any, with
respect to the Units and interest costs under such arrangements vary with
applicable costs and account balances.
AHI has pledged 120,000 Units in April 2000, as an accommodation pledge
for a loan to 261 LP from First Star Bank. AHI has pledged 115,000 Units to
First Bank & Trust for a loan to AHI from such bank. The remaining 3,033,535
Units owned by AHI may be deemed to be "collateral" for borrowings pursuant to
margin or other account arrangements with banks and brokerage firms relating to
accounts of AHI. Such arrangements are standard arrangements involving margin
securities of up to a specified percentage of the market value of the Units, as
well as other securities held in such accounts, and bear interest at varying
rates and contain only standard default and similar provisions, the operation
of any of which should not give any other person immediate voting power or
investment power over such securities. Such arrangements exist with the Units
and other securities held in such accounts, and it is impracticable at any time
to determine the amounts, if any, with respect to the Units and interest costs
under such arrangements vary with applicable costs and account balances.
Except as set forth in the preceding paragraphs, the Reporting Persons
do not have any contracts, arrangements, understandings or relationships (legal
or otherwise) with any person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any of the securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guaranties of profits, division of profits or losses, or the giving or
withholding of proxies.
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SIGNATURES
After reasonable inquiry and to the best of their respective knowledge
and belief, the undersigned certify that the information set forth in this
Amendment No. 39 to Statement on Schedule 13D is true, complete and correct.
Dated: July 20, 2000
AMERICAN REALTY TRUST, INC.
By: /s/ Karl L. Blaha
-------------------------------------
Karl L. Blaha, President
BASIC CAPITAL MANAGEMENT, INC.
By: /s/ Karl L. Blaha
-------------------------------------
Karl L. Blaha, President
ART HOLDINGS, INC.
By: /s/ Karl L. Blaha
-------------------------------------
Karl L. Blaha, President
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<PAGE> 11
SCHEDULE 1
EXECUTIVE OFFICERS AND DIRECTORS OF
AMERICAN REALTY TRUST, INC.
<TABLE>
<CAPTION>
PRESENT BUSINESS IN
NAME AND CAPACITY WITH WHICH EMPLOYMENT IS
AMERICAN REALTY TRUST, INC. BUSINESS ADDRESS CONDUCTED
<S> <C> <C>
Karl L. Blaha, Chairman of the Board of 10670 N. Central Expressway President, Basic Capital
Directors, Chief Executive Officer and Suite 300 Management, Inc.
President Dallas, Texas 75231
Roy E. Bode, Director 2435 E. F.M. 879 Vice President for Public
Palmer, Texas 75152 Affairs, University of Texas
Southwestern Medical Center at
Dallas
Collene C. Currie, Director 6617 Ridgeview Circle Assistant Director,
Dallas, Texas 75240 Cambridge Technology
Partners (CATP: NASDAQ)
Cliff Harris, Director 2838 Woodside Street President, Energy Transfer
Dallas, Texas 75204 Group, L.L.C.
Joseph Mizrachi, Director 6971 North Federal Hwy. President, PAZ Securities,
Suite 203 Inc. and Chairman of the
Boca Raton, Florida 33487 Board, Third Millennium
Properties, Inc.
Thomas A. Holland, Executive Vice 10670 N. Central Expwy. Executive Vice President,
President and Chief Financial Officer Suite 600 Basic Capital Management, Inc.
Dallas, Texas 75231
Bruce A. Endendyk, Executive Vice 10670 N. Central Expwy. Executive Vice President,
President Suite 600 Basic Capital Management, Inc.
Dallas, Texas 75231
David W. Starowicz, Executive Vice 10670 N. Central Expwy. Executive Vice President,
President - Commercial Asset Management Suite 600 Basic Capital Management, Inc.
Dallas, Texas 75231
Steven K. Johnson, Executive Vice 10670 N. Central Expwy. Executive Vice President,
President - Residential Asset Management Suite 600 Basic Capital Management, Inc.
Dallas, Texas 75231
Robert A. Waldman, Senior Vice 10670 N. Central Expwy. Senior Vice President, General
President, Secretary and General Counsel Suite 600 Counsel and Secretary, Basic
Dallas, Texas 75231 Capital Management, Inc.
</TABLE>
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SCHEDULE 2
EXECUTIVE OFFICERS AND DIRECTORS OF
BASIC CAPITAL MANAGEMENT, INC.
<TABLE>
<CAPTION>
NAME AND CAPACITY WITH PRESENT BUSINESS IN
BASIC CAPITAL WHICH EMPLOYMENT IS
MANAGEMENT, INC. BUSINESS ADDRESS CONDUCTED
<S> <C> <C>
Ryan T. Phillips, Director 10670 N. Central Expwy. President, Signature Asset
Sixth Floor Management, Inc.
Dallas, Texas 75231
Mickey Ned Phillips, Director 264 Rolling Hills Circle President, Ned Phillips
Gaffney, SC 29340 Construction Company
Karl L. Blaha, President 10670 N. Central Expwy. President, Basic Capital
Suite 300 Management, Inc.
Dallas, Texas 75231
Thomas A. Holland, Executive Vice 10670 N. Central Expwy. Executive Vice President, Basic
President and Chief Financial Officer Suite 600 Capital Management, Inc.
Dallas, Texas 75231
Clifford C. Towns, Jr., Executive Vice 10670 N. Central Expwy. Executive Vice President, Basic
President - Finance Suite 600 Capital Management, Inc.
Dallas, Texas 75231
Bruce A. Endendyk, Executive Vice 10670 N. Central Expwy. Executive Vice President, Basic
President Suite 600 Capital Management, Inc.
Dallas, Texas 75231
David W. Starowicz, Executive Vice 10670 N. Central Expwy. Executive Vice President, Basic
President - Commercial Asset Management Suite 600 Capital Management, Inc.
Dallas, Texas 75231
Steven K. Johnson, Executive Vice 10670 N. Central Expwy. Executive Vice President, Basic
President - Residential Asset Suite 600 Capital Management, Inc.
Management Dallas, Texas 75231
Cooper B. Stuart, Executive Vice 10670 N. Central Expwy. Executive Vice President, Basic
President Suite 600 Capital Management, Inc.
Dallas, Texas 75231
Robert A. Waldman, Senior Vice 10670 N. Central Expwy. Senior Vice President, General
President, Secretary and General Suite 600 Counsel and Secretary, Basic
Counsel Dallas, Texas 75231 Capital Management, Inc.
</TABLE>
<PAGE> 13
SCHEDULE 3
EXECUTIVE OFFICERS AND DIRECTORS OF
ART HOLDINGS, INC.
<TABLE>
<CAPTION>
NAME AND CAPACITY WITH ART PRESENT BUSINESS IN WHICH
HOLDINGS, INC. BUSINESS ADDRESS EMPLOYMENT IS CONDUCTED
<S> <C> <C>
Karl L. Blaha, President and Director 10670 N. Central Expwy. President, Basic Capital
Suite 600 Management, Inc.
Dallas, Texas 75231
Robert A. Waldman, Director and 10670 N. Central Expwy. Senior Vice President, General
Secretary Suite 600 Counsel and Secretary, Basic
Dallas, Texas 75231 Capital Management, Inc.
Thomas A. Holland, Vice President and 10670 N. Central Expwy. Executive Vice President and Chief
Chief Financial Officer Suite 600 Financial Officer, Basic Capital
Dallas, Texas 75231 Management, Inc.
</TABLE>
