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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 25, 1996
REGISTRATION NO. 333-6891
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NO. 3 TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
AMERICAN REALTY TRUST, INC.
(Exact name of Registrant as specified in its Charter)
GEORGIA 54-0697989
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10670 NORTH CENTRAL EXPRESSWAY
SUITE 300
DALLAS, TEXAS 75231
(214) 692-4700
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
--------------------
ROBERT A. WALDMAN
American Realty Trust, Inc.
10670 NORTH CENTRAL EXPRESSWAY
SUITE 300
DALLAS, TEXAS 75231
(214) 692-4700
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
--------------------
The Commission is requested to send copies of all communications to:
J. GREGORY HOLLOWAY ROBERT A. WALDMAN
Andrews & Kurth L.L.P. American Realty Trust, Inc.
4400 Thanksgiving Tower 10670 North Central Expressway
1601 Elm Street Suite 300
Dallas, Texas 75201 Dallas, Texas 75231
(214) 979-4476 (214) 692-4700
Approximate date of commencement of proposed sale to the public: FROM
TIME TO TIME AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT PURSUANT
TO RULE 415.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
<PAGE> 2
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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SUBJECT TO COMPLETION - DATED NOVEMBER 25, 1996
PROSPECTUS
AMERICAN REALTY TRUST, INC.
882,000 SHARES COMMON STOCK
(PAR VALUE $.01 PER SHARE)
This Prospectus relates to 882,000 shares (the "Shares") of common
voting stock, par value $.01 per share (the "Common Stock"), of American
Realty Trust, Inc., a Georgia corporation (the "Company").
The Shares are being registered in connection with pledges by (i) ND
Investments, Inc., a Nevada corporation and a wholly-owned subsidiary of
the Company ("NDI"), of Common Stock with a market value intended to be no
less than $2,000,000 as a portion of the collateral securing a loan made to
the Company and (ii) Garden Capital Merchandise Mart, Inc., a Nevada
corporation and a wholly-owned subsidiary of the Company ("GCMM"), of Common
Stock with a market value intended to be no less than $6,000,000 as a
portion of the collateral securing a loan made to GCMM. The lenders,
following certain events of default under the applicable loan and security
documents, would have the right to resell the Shares. The lenders are
collectively referred to herein as the "Selling Shareholders."
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company has agreed to
bear all expenses (other than selling discounts, concessions or commissions
and fees and expenses of counsel and other advisers to the Selling
Shareholders) in connection with the registration and sale of the Shares
being offered by the Selling Shareholders. The Company has agreed to
indemnify the Selling Shareholders against certain liabilities, including
certain liabilities under the Securities Act of 1933, as amended (the
"Securities Act").
No arrangements have been made to date for the sale of the Shares being
registered and offered hereby. The shares of the Common Stock of the Company
are traded on the New York Stock Exchange (the "NYSE"). On November 21, 1996,
the last sales price for the shares of Common Stock as reported on the NYSE was
$11.625 per share.
SEE "RISK FACTORS" BEGINNING ON PAGE 6 OF THIS PROSPECTUS FOR A
DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED
BY PROSPECTIVE PURCHASERS OF THE COMMON
STOCK OFFERED HEREBY.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR ENDORSED
THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
THE DATE OF THIS PROSPECTUS IS NOVEMBER ____, 1996
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AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement under the Securities Act of 1933, as
amended (the "Securities Act") with respect to the securities offered
hereby. This Prospectus does not contain all of the information set forth
in such Registration Statement, certain parts of which are omitted in
accordance with the rules and regulations of the Commission. For further
information with respect to the Company and the securities offered hereby,
reference is made to such Registration Statement and to the exhibits
thereto. Statements contained herein concerning the provisions of certain
documents are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference. The Registration Statement and
the exhibits thereto may be inspected without charge at the office of the
Commission, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies
thereof may be obtained from the Commission upon payment of the prescribed
fees. The Commission also maintains a Web site that contains reports, proxy
and information statements and other information regarding registrants,
including the Company, that file electronically with the Commission. The
address of such Web site is "http://www.sec.gov".
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") and, in
accordance therewith, files reports and other information with the
Commission. Reports and proxy and information statements filed by the
Company with the Commission pursuant to the informational requirements of
the Exchange Act may be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549, and at the following regional offices of the
Commission: New York Regional Office, 7 World Trade Center, 13th Floor, New
York, New York 10048; and Chicago Regional Office, 500 West Madison Street,
Suite 1400, Chicago, Illinois 60661-2511. Copies of such material may be
obtained from the Public Reference Section of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549 at prescribed rates. In addition,
reports, proxy statements and other information concerning the Company
(symbol: "ARB") can be inspected and copied at the offices of the New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005-2601, on
which the Common Stock of the Company is listed.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents, heretofore filed with the Commission pursuant
to the Exchange Act, are hereby incorporated by reference, except as
superseded or modified herein:
1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1995, as filed with the Commission on March 30, 1996, as
amended by Form 10-K/A, as filed with the Commission on September 25, 1996.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended March 31, 1996, as filed with the Commission on May 15, 1996, as
amended by Form 10-Q/A, as filed with the Commission on September 25, 1996.
3. The Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1996, as filed with the Commission on August 13, 1996, as
amended by Form 10-Q/A, as filed with the Commission on September 25, 1996.
4. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996, as filed with the Commission on November 13, 1996.
5. The Annual Report on Form 10-K for Continental Mortgage and
Equity Trust for the year ended December 31, 1995, as filed with the
Commission on March 22, 1996, as amended by Form 10-K/A, as filed with the
Commission on November 12, 1996.
6. The Quarterly Report on Form 10-Q for Continental Mortgage and
Equity Trust for the quarter ended March 31, 1996, as filed with the
Commission on May 14, 1996, as amended by Form 10-Q/A, as filed with the
Commission on November 12, 1996.
7. The Quarterly Report on Form 10-Q for Continental Mortgage and
Equity Trust for the quarter ended June 30, 1996, as filed with the
Commission on August 9, 1996, as amended by Form 10-Q/A, as filed with the
Commission on November 12, 1996.
8. The Quarterly Report for Continental Mortgage and Equity Trust
for the quarter ended September 30, 1996, as filed with the Commission on
November 13, 1996, as amended by Form 10-Q/A, as filed with the Commission
on November 15, 1996.
9. The Annual Report on Form 10-K for Income Opportunity Realty
Trust for the year ended December 31, 1995, as filed with the Commission on
March 13, 1996.
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10. The Quarterly Report on Form 10-Q for Income Opportunity
Realty Investors, Inc. for the quarter ended March 31, 1996, as filed with the
Commission on May 9, 1996.
11. The Quarterly Report on Form 10-Q for Income Opportunity
Realty Investors, Inc. for the quarter ended June 30, 1996, as filed with the
Commission on August 12, 1996.
12. The Quarterly Report on Form 10-Q for Income Opportunity
Realty Investors, Inc. for the quarter ended September 30, 1996, as filed with
the Commission on November 12, 1996.
13. The Annual Report on Form 10-K for Transcontinental Realty
Investors, Inc. for the year ended December 31, 1995, as filed with the
Commission on March 22, 1996, as amended by Form 10-K/A, as filed with the
Commission on September 6, 1996.
14. The Quarterly Report on Form 10-Q for Transcontinental
Realty Investors, Inc. for the quarter ended March 31, 1996, as filed
with the Commission on May 13, 1996, as amended by Form 10-Q/A, as filed with
the Commission on September 6, 1996.
15. The Quarterly Report on Form 10-Q for Transcontinental Realty
Investors, Inc. for the quarter ended June 30, 1996, as filed with the
Commission on August 12, 1996, as amended by Form 10-Q/A, as filed with the
Commission on September 6, 1996.
16. The Quarterly Report on Form 10-Q for Transcontinental Realty
Investors, Inc. for the quarter ended September 30, 1996, as filed with the
Commission on November 12, 1996.
17. The Annual Report on Form 10-K for National Realty, L.P. for
the year ended December 31, 1995, as filed with the Commission on March 26,
1996.
18. The Quarterly Report on Form 10-Q for National Realty, L.P.
for the quarter ended March 31, 1996, as filed with the Commission on May 14,
1996.
19. The Quarterly Report on Form 10-Q for National Realty, L.P.
for the quarter ended June 30, 1996, as filed with the Commission on August 12,
1996.
20. The Quarterly Report on Form 10-Q for National Realty, L.P.
for the quarter ended September 30, 1996, as filed with the Commission on
November 12, 1996.
Each document filed subsequent to the date of this Prospectus pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to
termination of the offering of the Shares shall be deemed to be
incorporated by reference in this Prospectus and shall be part hereof from
the date of filing of such document. Any statement contained in a document
that is deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document that
is also deemed to be incorporated by reference herein modifies or
supersedes such statement, and any statement contained in this Prospectus
shall be deemed to be modified or superseded to the extent that a statement
contained in any subsequently filed document that also is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus. The
Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of any such person, a copy of any document
described above (other than exhibits). Requests for such copies should be
directed to American Realty Trust, Inc., 10670 North Central Expressway,
Suite 300, Dallas, Texas 75231, Attention: Investor Relations. The
Company's telephone number is (214) 692-4800.
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SUMMARY
The following summary is qualified in its entirety by, and should be
read in conjunction with, the more detailed information and financial
statements, including the Notes thereto, appearing elsewhere or
incorporated by reference in this Prospectus. Unless the context indicates
otherwise, all references herein to the Company refer to American Realty
Trust, Inc.
THE COMPANY
The Company, a Georgia corporation, is the successor to a District of
Columbia business trust organized pursuant to a declaration of trust dated
July 14, 1961. The business trust merged into the Company on June 24,
1988. The Company invests in equity interests in real estate (including
equity securities in real estate-related entities), leases, joint venture
development projects and partnerships and finances real estate and real
estate activities through investments in mortgage loans. The Company has
invested in private and open market purchases in the equity securities
in Continental Mortgage and Equity Trust ("CMET"), Income Opportunity
Realty Investors, Inc. ("IORI"), and Transcontinental Realty Investors,
Inc. ("TCI") and units of limited partner interest in National Realty, L.P.
("NRLP").
The Company's board of directors has broad authority under the
Company's governing documents to make all types of real estate investments,
including mortgage loans and equity real estate investments, as well as
investments in the securities of other entities, whether or not such
entities are engaged in real estate related activities.
Although the Company's board of directors is directly responsible for
managing the affairs of the Company and for setting the policies which
guide it, the day-to-day operations of the Company are performed by Basic
Capital Management, Inc. ("BCM" or the "Advisor"). BCM is a contractual
advisor under the supervision of the Company's board of directors. The
duties of BCM include, among other things, locating, investigating,
evaluating and recommending real estate and mortgage note investment and
sales opportunities, as well as financing and refinancing sources for the
Company. BCM also serves as a consultant in connection with the Company's
business plan and investment policy decisions made by the Company's board
of directors.
BCM is a company owned by a trust for the benefit of the children of
Gene E. Phillips, the Chairman of the Board and a Director of the Company
until November 16, 1992. Gene Phillips served as a director of BCM until
December 22, 1989 and as Chief Executive Officer of BCM until September 1,
1992. Gene Phillips currently serves as a representative of the trust for
the benefit of his children which owns BCM and, in such capacity, Gene
Phillips has substantial contact with the management of BCM and input with
respect to BCM's performance of advisory services to the Company. Ryan T.
Phillips, the son of Gene Phillips, is a director of BCM and a trustee of
the trust for the benefit of the children of Gene Phillips, which owns BCM.
As of October 31, 1996, BCM owned 2,542,830 shares of the Company's Common
Stock, approximately 39.4% of the shares then outstanding. BCM has been
providing advisory services to the Company since February 6, 1989. BCM
also serves as advisor to CMET, IORI and TCI and performs administrative
services for NRLP on a cost reimbursement basis.
Since February 1, 1990, affiliates of BCM have provided property
management services to the Company. Currently, Carmel Realty Services,
Ltd. ("Carmel, Ltd.") provides such property management services. Carmel,
Ltd. subcontracts with other entities for the provision of the
property-level management services to the Company at various rates. The
general partner of Carmel, Ltd. is BCM. The limited partners of Carmel,
Ltd. are (i) Syntek West, Inc. ("SWI"), of which Gene Phillips is the sole
shareholder, (ii) Gene Phillips and (ii) a trust for the benefit of the
children of Gene Phillips. Carmel, Ltd. subcontracts the property-level
management of the Company's hotels, shopping centers, one of its office
buildings and the Denver Merchandise Mart to Carmel Realty, Inc. ("Carmel
Realty") which is owned by SWI. Carmel Realty is entitled to receive
property and construction management fees and leasing commissions in
accordance with the terms of its property-level management agreement with
Carmel, Ltd.
The Company has no employees. Employees of BCM render services to the
Company.
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The Company's principal offices are located at 10670 North Central
Expressway, Suite 300, Dallas, Texas 75231. The Company's telephone
number is (214) 692-4700.
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by the Selling Shareholders............................. 882,000 Shares
Common Stock outstanding ..................................................... 6,457,188 shares
Use of proceeds .............................................................. The Company will receive no
proceeds from the sale of the
Common Stock offered hereby.
NYSE symbol .................................................................. ARB
</TABLE>
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RISK FACTORS
Investors should consider, among other things, the following factors in
connection with the purchase of the Shares:
Management Control. Certain entities under the control of
members of the Company's management collectively own 47.2% (as of August
30, 1996) of the Company's Common Stock. As a result, management has a
significant amount of control over the operations of the Company.
Potential Conflicts of Interest. BCM is a company owned by a
trust for the benefit of the children of Gene Phillips, who served as
Chairman of the Company's board of directors until November 16, 1992. Gene
Phillips now serves as a representative of the trust for the benefit of
his children which owns BCM and, in such capacity, has substantial contact
with the management of BCM and input with respect to BCM's performance of
advisory services to the Company. As of October 31, 1996, BCM owned
2,542,830 shares of the Company's Common Stock, approximately 39.4% of
the shares then outstanding. In addition, Ryan T. Phillips, the son of
Gene Phillips, is a director of BCM and a trustee of the trust for the
benefit of the children of Gene Phillips which owns BCM. BCM also serves as
advisor to CMET, IORI and TCI. Randall M. Paulson, Bruce A. Endendyk and
Thomas A. Holland, executive officers of the Company, are also executive
officers of CMET, IORI and TCI. Oscar W. Cashwell, a director of the
Company, serves as Executive Vice President of BCM. Randall M. Paulson,
Executive Vice President of the Company, serves as President and Director
of Syntek Asset Management, Inc. ("SAMI"), the managing general partner of
Syntek Asset Management, L.P. ("SAMLP"), the general partner of NRLP and
National Operating, L.P. ("NOLP"), the operating partnership of NRLP. Gene
E. Phillips is also a general partner of SAMLP and served as a director
and chief executive officer of SAMI until May 15, 1996. SAMI is a company
owned by BCM. BCM performs certain administrative functions for NRLP and
NOLP on a cost reimbursement basis.
Related Party Transactions. The Company has made, and may
continue to make, substantial investments in the equity securities of CMET,
IORI, TCI and NRLP. Consequently, the total value of the Company's assets
and the Company's operating results will be to some degree contingent on
the performance of such entities. The Company has engaged in the past and
intends to continue to engage in related party transactions, including,
without limitations, loans, financings and share purchases. Such
transactions create a potential for conflicts of interest.
Geographic Concentration. At September 30, 1996, the Company's
holdings were concentrated in the Midwest, Southwest and Mountain regions
of the continental United States. In the past the real estate markets in
such areas have been generally depressed and there is no assurance that
this situation will not reoccur in the future.
General Illiquidity of Real Estate Investments. The Company is
subject to all the risks incident to ownership and financing of real
estate and interests therein, many of which relate to the general
illiquidity of real estate investments. These risks include, but are not
limited to, changes in general or local economic conditions, changes in
interest rates and availability of permanent mortgage financing which may
render the acquisition, sale or refinancing of a property difficult or
unattractive and which may make debt service burdensome, changes in real
estate and zoning laws, increases in real estate taxes, federal or local
economic or rent controls, floods, earthquakes, hurricanes and other acts
of God and other factors beyond the control of the Company's management or
the Advisor. The illiquidity of real estate investments generally may
impair the ability of the Company to respond promptly to changing
circumstances.
Possible Foreclosure on the Company's Assets Due to Secured
Indebtedness. Virtually all of the Company's mortgage notes receivable,
real estate, equity security holdings in CMET, IORI, TCI, NRLP and its
trading portfolio of equity securities are held subject to secured
indebtedness. Such borrowings increase the Company's risk of loss because
they represent a prior claim on the Company's assets and require fixed
payments regardless of profitability. If the Company defaults on such
secured indebtedness, the lender may foreclose on the Company's assets
securing such indebtedness, and the Company could lose its investment in
the pledged assets.
Competition. The real estate business is highly competitive
and the Company competes with numerous entities engaged in real estate
activities, some of which may have greater financial resources than those
of the Company. Several competitive factors include the geographic location
of the property, the performance of property managers in
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areas such as marketing, collections and the ability to control operating
expenses, the amount of new construction in the area, the maintenance and
appearance of the property, the ease of access to the property, the
adequacy of related facilities, such as parking, and sensitivity to market
conditions in setting rent levels. With respect to apartments, competition
is also based on the design and mix of units and the ability to provide a
community atmosphere for the tenants. To the extent that the Company seeks
to sell any of its properties, the sales prices for such properties may be
affected by competition from other real estate entities and financial
institutions also attempting to sell their properties in areas in which the
Company's properties are located.
USE OF PROCEEDS
The Company will receive no proceeds from the sale of the Shares by the
Selling Shareholders.
THE COMPANY
The Company, a Georgia corporation, is the successor to a District of
Columbia business trust organized pursuant to a declaration of trust dated
July 14, 1961. The business trust merged into the Company on June 24,
1988. The Company's primary business is investing in equity interests in
real estate (including equity securities of real estate-related entities),
leases, joint venture development projects and partnerships and financing
real estate and real estate activities through investments in mortgage
loans.
Although the Company's board of directors is directly responsible for
managing the affairs of the Company and for setting the policies which
guide it, the day-to-day operations of the Company are performed by BCM.
BCM is a contractual advisor under the supervision of the Company's board
of directors. The duties of BCM include, among other things, locating,
investigating, evaluating and recommending real estate and mortgage note
investment and sales opportunities, as well as financing and refinancing
sources for the Company. BCM also serves as a consultant in connection with
the Company's business plan and investment policy decisions made by the
Company's board of directors.
BCM is a company owned by a trust for the benefit of the children of
Gene Phillips, the Chairman of the Board and a Director of the Company
until November 16, 1992. Gene Phillips served as a director of BCM until
December 22, 1989 and as Chief Executive Officer of BCM until September 1,
1992. Gene Phillips currently serves as a representative of the trust for
the benefit of his children which owns BCM and, in such capacity, Gene
Phillips has substantial contact with the management of BCM and input with
respect to BCM's performance of advisory services to the Company. Ryan T.
Phillips, the son of Gene Phillips, is a director of BCM and a trustee of
the trust for the benefit of the children of Gene Phillips, which owns BCM.
As of October 31, 1996, BCM owned 2,542,830 shares of the Company's Common
Stock, approximately 39.4% of the shares then outstanding. BCM has been
providing advisory services to the Company since February 6, 1989. BCM
also serves as advisor to CMET, IORI and TCI and performs administrative
services for NRLP on a cost reimbursement basis.
Since February 1, 1990, affiliates of BCM have provided property
management services to the Company. Currently, Carmel, Ltd. provides such
property management services. Carmel, Ltd. subcontracts with other
entities for the provision of the property-level management services to the
Company at various rates. The general partner of Carmel, Ltd. is BCM. The
limited partners of Carmel, Ltd. are (i) SWI, of which Gene Phillips is the
sole shareholder, (ii) Gene Phillips and (ii) a trust for the benefit of
the children of Gene Phillips. Carmel, Ltd. subcontracts the
property-level management of the Company's hotels, shopping centers, one of
its office buildings and the Denver Merchandise Mart to Carmel Realty which
is owned by SWI. Carmel Realty is entitled to receive property and
construction management fees and leasing commissions in accordance with the
terms of its property-level management agreement with Carmel, Ltd.
The Company has no employees. Employees of BCM render services to the
Company.
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<PAGE> 10
The Company's principal offices are located at 10670 North Central
Expressway, Suite 300, Dallas, Texas 75231. The Company's telephone
number is (214) 692-4700.
SELLING SHAREHOLDERS
The registration statement of which this Prospectus forms a part is not
being filed as a result of any present intention by the Selling
Shareholders to sell any of the Shares but, rather, to facilitate the
pledge of the Shares held by two wholly-owned subsidiaries of the Company,
NDI and GCMM, as collateral for certain loans to the Company and GCMM,
respectively.
A total of 250,000 of the Shares were issued by the Company to NDI to
facilitate the pledge of such Shares to Blackacre Bridge Capital, L.L.C., a
New York limited liability company ("Blackacre"), under the terms of that
certain Stock Pledge Agreement dated as of March 12, 1996 between NDI and
Blackacre. NDI agreed to pledge Common Stock with a market value intended
to be no less than $2 million to Blackacre as part of the collateral
securing repayment by the Company to Blackacre of indebtedness evidenced by
a promissory note dated September 29, 1995 executed by the Company and
payable to Blackacre in the original principal amount of $7,009,490. The
Company is registering 250,000 Shares to attempt to provide that at all
times Common Stock with a market value of $2 million is registered for
resale by Blackacre. Although there can be no assurances that the market
price will continue at such level, the aggregate value of such 250,000
Shares (based on the closing price on November 21, 1996 of the Common Stock
as reported on the NYSE) was $2,906,250.
A total of 632,000 of the Shares were issued by the Company to Demart
Equities, Inc., a Nevada corporation and wholly-owned subsidiary of the
Company ("Demart"), to facilitate the pledge of such Shares to P.T. Bank
Dagang Nasional Indonesia, a banking corporation organized under the laws
of Indonesia ("P.T. Bank"), and Grand Pacific Financing Corporation, a
California corporation ("Grand Pacific"), pursuant to that certain Security
Agreement dated April 25, 1996 (the "Security Agreement"), among P.T. Bank
and Grand Pacific, as lenders, GCMM, as borrower, the Company, as
guarantor, and certain additional guarantors identified therein. Demart
subsequently merged into and with GCMM. GCMM agreed to pledge Common Stock
with a market value intended to be no less than $6 million to P.T.
Bank and Grand Pacific as part of the collateral for the loan in the
original principal amount of $15,000,000. The Company is registering
632,000 Shares held by GCMM (as successor to Demart) to attempt to provide
that at all times Common Stock with a market value of $6 million is
registered for resale by P.T. Bank and Grand Pacific pursuant to the
Security Agreement. Although there can be no assurances that the market
price will continue at such level, the aggregate value of such 632,000
Shares (based on the closing price on November 21, 1996 of the Common Stock
as reported on the NYSE) was $7,347,000.
Blackacre, P.T. Bank and Grand Pacific together comprise the "Selling
Shareholders." None of the Selling Shareholders has held any position or
office or has had any other material relationship with the Company, its
affiliates or its predecessors in the three years preceding the date of
this Prospectus.
Grand Pacific provided a loan to the Company in February 1996 for
$12 million against a Las Vegas Plaza note receivable. Blackacre provided a
$16.75 million loan to the Company secured by a note receivable secured by
the Hotel Continental in April 1996, and a $7.5 million loan to the Company
on land in Denver in June 1996.
Because the Shares, the offering and sale of which are registered
hereby, are being registered to facilitate the pledges made pursuant to the
foregoing agreements and because this offering is not being underwritten on
a firm commitment basis, no estimate can be given as to the number or
percentage of Shares which will be held by the Selling Shareholders upon
termination of this offering. See "Plan of Distribution."
The following table shows the names of the Selling Shareholders and the
number of Shares being offered by each of them. After completion of the
offering, assuming all of the Shares being offered hereby are sold and
assuming that the Selling Shareholders do not acquire additional shares of
Common Stock, the Selling Shareholders will own the number of shares of
Common Stock set forth below.
- 8 -
<PAGE> 11
<TABLE>
<CAPTION>
Number of Shares Owned After
Selling Shareholder Number of Shares Being Offered This Offering
------------------- ------------------------------ -------------
<S> <C> <C>
Blackacre Bridge Capital, L.L.C. up to 250,000 0
P.T. Bank Dagang Nasional up to 632,000 0
Indonesia and Grand Pacific
Financing Corporation
(jointly)
</TABLE>
PLAN OF DISTRIBUTION
The Company will not receive any proceeds from the sale of Shares
offered hereby. The registration statement of which this Prospectus forms a
part has not been filed because of any present intention of the Selling
Shareholders to sell any of the Shares. Rather, NDI and GCMM have pledged
the Shares to the Selling Shareholders as collateral for loans made by the
Selling Shareholders. In the event of default under the loans made by the
Selling Shareholders, the Selling Shareholder(s) will have the ability to
sell their respective pledged Shares pursuant to the registration statement
of which this Prospectus forms a part. The Shares may be sold from time to
time to purchasers directly by the respective Selling Shareholders.
Alternatively, each respective Selling Shareholder may from time to time
offer the Shares through underwriters, dealers or agents who may receive
compensation in the form of underwriting discounts, concessions or
commissions from the Selling Shareholders and/or the purchasers of Shares
for whom they may act as agent. The Selling Shareholders and any such
underwriters, dealers or agents who participate in the distribution of the
Shares may be deemed to be underwriters, and any profits on the sale of the
Shares by them and any discounts, commissions or concessions received by any
such underwriters, dealers or agents might be deemed to be underwriting
discounts and commissions under the Securities Act. To the extent the
Selling Shareholders may be deemed to be underwriters, the Selling
Shareholders may be subject to certain statutory liabilities of the
Securities Act, including but not limited to, Sections 11, 12, and 17 of the
Securities Act and Rule 10b-5 under the Exchange Act. At any time a
particular offer of the Shares is made pursuant to this Prospectus, if
required, a prospectus supplement will be distributed that will set forth
the aggregate amount of Shares being offered and the terms of the offering,
including the name or names of any underwriters, dealers or agents, any
discounts, commissions and other items constituting compensation from the
Selling Shareholders and any discounts, commissions or concessions allowed
or reallowed or paid to dealers. Such prospectus supplement and, if
necessary, a post-effective amendment to the registration statement of which
this Prospectus is a part will be filed with the Commission to reflect the
disclosure of additional information with respect to the distribution of the
Shares.
The Shares may be sold from time to time in one or more transactions at
the fixed offering price, which may be changed, or at varying prices
determined at the time of sale or at negotiated prices. The Shares may be
sold in transactions in which this Prospectus is delivered or, the Selling
Shareholders who are not underwriters and who are not affiliates of the
Company, in which this Prospectus is not delivered. Such prices will be
determined by the Selling Shareholders or by agreement between the Selling
Shareholders and underwriters or dealers.
The Selling Shareholders and any other person participating in such
distribution may be subject to applicable provisions of the Exchange Act
and the rules and regulations thereunder, certain of which provisions may
limit the timing or purchases and sales of any of the Shares by the Selling
Shareholders and any other such person. All of the foregoing may affect
the marketability of the Shares and the ability of any person or entity to
engage in market making activities with respect to the Shares.
The Company, GCMM, NDI and the Selling Shareholders entered into
certain agreements regarding registration of the Shares (collectively, the
"Registration Rights Agreements") pursuant to which the Company or GCMM
agreed to register (or cause the registration of) the Shares pledged to the
Selling Shareholders and maintain an effective
-9-
<PAGE> 12
registration statement for a period of time after the registration statement
is declared effective by the Commission. The Shares registered hereunder
are being registered pursuant to the Registration Rights Agreements.
Pursuant to the Registration Rights Agreements, the Company agreed to pay
all of the expenses incident to the registration, offering and sale of the
Shares to the public (other than commissions, fees and discounts or
underwriters, dealers or agents). Under the Registration Rights Agreement
entered into among the Company, GCMM, P.T. Bank and Grand Pacific, P.T.
Bank and Grand Pacific will be indemnified by the Company against certain
civil liabilities, including liabilities under the Securities Act and the
Company will be indemnified by P.T. Bank and Grand Pacific against certain
other civil liabilities, including liabilities under the Securities Act.
There are no similar provisions for indemnification in the Registration
Rights Agreement among the Company, NDI and Blackacre.
DESCRIPTION OF SECURITIES BEING REGISTERED
The Company is authorized by its Articles of Incorporation, as
amended, to issue up to 16,666,667 shares of common voting stock, $.01 par
value per share (the "Common Stock"), and 20,000,000 shares of a special
class of stock, $2.00 par value per share (the "Special Stock"), which may
be designated by the Company's board of directors from time to time. The
Common Stock includes the 882,000 Shares registered pursuant to this
registration statement.
All shares of the Company's Common Stock are entitled to share
equally in dividends from funds legally available therefore, when declared
by the Company's board of directors, and upon liquidation or dissolution of
the Company, whether voluntary or involuntary (subject to any prior rights
of holders of special stock as referred to below), to share equally in the
assets of the Company available for distributions to shareholders. Each
holder of Common Stock is entitled to one vote for each share on all
matters submitted to the shareholders. There is no cumulative voting,
redemption right, sinking fund provision or right of conversion with
respect to the Common Stock. The holders of Common Stock will not have any
preemptive rights to acquire additional shares of Common Stock when issued.
All outstanding shares of the Company will be fully paid and nonassessable.
As of October 31, 1996, 6,739,540 shares of Common Stock were issued and
6,457,188 shares were outstanding.
Article 5 of the Articles of Incorporation of the Company, as
amended, also authorizes the issuance of up to 20,000,000 shares of Special
Stock, which may be issued in one or more series with such preferences,
limitations and rights as shall be determined by the board of directors of
the Company. In particular, the board of directors may fix and determine,
among other things, the dividend payable with respect to such shares of
Special Stock (including whether and in what manner such dividend shall be
accumulated); whether such shares shall be redeemable, and if so, the
prices, terms and conditions of such redemption; the amount payable on such
shares in the event of voluntary or involuntary liquidation; the nature of
any purchase, retirement or sinking fund provisions; the nature of any
conversion rights with respect to such shares; and the extent of the voting
rights, if any, of such shares. Certain of such rights may, under certain
circumstances, adversely affect the rights or interests of holders of Common
Stock of the Company. For example, the board of directors of the Company
could, without shareholder approval, issue a series of Special Stock with
voting and conversion rights which could adversely affect the voting power
of the common shareholders. In addition, the Special Stock may be issued
under certain circumstances as a defensive device to thwart an attempted
hostile takeover of the Company.
On April 11, 1990, the board of directors of the Company
designated 500,000 shares of the Series A Cumulative Participating
Preferred Stock (the "Series A Preferred Stock"), adopted a preferred share
purchase rights plan and approved the distribution to stockholders of a
dividend of one preferred share purchase right on each outstanding share of
the Company's Common Stock (the "Rights"). The rights plan provided that
one Right would be distributed to all shareholders of the Company for each
share of Common Stock owned of record by them as of April 23, 1990. In
addition, the rights plan required that the Company issue one Right with
each share of Common Stock that became outstanding thereafter so that all
shares of Common Stock would carry a Right. The rights were primarily
designed to assure that all shareholders of the Company receive fair and
equal treatment in the event of any attempt to acquire the Company and to
guard the interest of the shareholders against partial tender offers,
inadequate offers, open market accumulations and other abusive or coercive
tactics. The rights plan was not adopted in response to any effort to
acquire the Company, and the Company has remained unaware of any such
effort. On June 12, 1996, the board of
-10-
<PAGE> 13
directors of the Company resolved to redeem the Rights held by the
shareholders of record as of June 21, 1996 at the redemption price of $.01
per Right. The redemption price was paid on July 8, 1996. The decision by
the board of directors of the Company was based on a determination that the
rights plan was no longer necessary to protect the Company and its
shareholders from coercive tender offers.
The Series A Preferred Stock bears a cumulative quarterly
dividend of the greater of $1.00 per share or, subject to certain
limitations, the sum of 100 times the aggregate per share amount of all
cash dividends and 100 times the aggregate per share amount (payable in
kind) of all non-cash dividends or other distributions (other than
dividends payable in shares of Common Stock) declared on the Common Stock
since the immediately preceding quarter. The Series A Preferred Stock has
a liquidation preference of $100 per share plus accrued and unpaid
dividends. The Company may not redeem shares of the Series A Preferred
Stock. As of September 30, 1996, no shares of the Series A Preferred Stock
were issued and outstanding, and due to the redemption of the Rights, none
will be issued in the future.
On April 3, 1996, the board of directors of the Company
designated 4,000 shares of Series B 10% Cumulative Preferred Stock (the
"Series B Preferred Stock") with a par value of $2.00 per share and a
preference on liquidation of up to $100 per share plus payment of accrued
and unpaid dividends. The Series B Preferred Stock is convertible and
non-voting, and there is no requirement that the Company maintain a sinking
fund with respect to such stock. The holders of such preferred stock are
entitled to receive a quarterly dividend in preference to and with priority
over dividends upon all securities issued by the Company junior to it,
including the Shares. Dividends on each share accrue cumulatively on a
daily basis at a rate per share of ten dollars per annum ($2.50 per
quarter), whether or not such dividends have been declared and whether or
not there are profits, surplus or other funds of the Company legally
available for the payment of such dividends. The Company may, at any time
after issuance and from time to time, at the election of the board of
directors of the Company, redeem any or all of the Series B Preferred Stock
upon payment of all accrued and unpaid dividends and the liquidation value
of $100 per share. There is no restriction on the repurchase or redemption
of the Series B Preferred Stock by the Company while there is any arrearage
in payment of dividends except that at the time of such repurchase or
redemption the Company must pay all accrued and unpaid dividends. As of
October 31, 1996, 4,000 shares of the Series B Preferred Stock were
issued and outstanding.
The board of directors of the Company designated 16,500 shares
of Series C 10% Cumulative Preferred Stock (the "Series C Preferred Stock")
on May 23, 1996, with a par value of $2.00 per share and a preference on
liquidation of $100 per share plus payment of accrued and unpaid dividends.
The Series C Preferred Stock is non-voting and is non-convertible, except
that each share of Series C Preferred Stock shall be convertible, during
the 90-day period that begins on November 25, 1998 and ends on February 23,
1999, into the number of shares of Common Stock obtained by dividing $100
by (in most instances) 90% of a then-recent trading price average for the
Common Stock.
The Series C Preferred Stock bears a cumulative quarterly dividend of
$10.00 per annum, payable quarterly in equal installments. The dividends for
the first four quarters after issuance of the Series C Preferred Stock shall
be paid by issuance of additional shares of Series C Preferred Stock with a
face amount equal to each quarterly dividend payment. The Company may, at
any time after issuance and from time to time, at the election of the board
of directors of the Company, redeem any or all of the Series C Preferred
Stock upon payment of all accrued and unpaid dividends and the liquidation
value of $100 per share. There is no restriction on the repurchase or
redemption of the Series C Preferred Stock by the Company while there is any
arrearage in payment of dividends except that at the time of such repurchase
or redemption the Company must pay all accrued and unpaid dividends. There
is no requirement that the Company maintain a sinking fund with respect to
the Series C Preferred Stock. As of October 31, 1996, 15,489 shares of
the Series C Preferred Stock were issued and outstanding.
The board of directors of the Company designated 91,000 shares of
Series D Cumulative Preferred Stock (the "Series D Preferred Stock") on
August 2, 1996, with a par value of $2.00 per share and a preference on
liquidation of $20.00 per share plus payment of accrued and unpaid
dividends. The Series D Preferred Stock is non-voting and is
non-convertible. The Series D Preferred Stock has a cumulative quarterly
dividend of $1.90 per annum, payable quarterly in equal installments. The
Company may, at any time after issuance and from time to time, at the
election of the board of directors of the Company, redeem any or all of the
Series D Preferred Stock upon payment of all accrued and unpaid dividends
and the liquidation value of $20.00 per share. There
-11-
<PAGE> 14
is no restriction on the repurchase or redemption of the Series D Preferred
Stock by the Company while there is any arrearage in payment of dividends.
There is no requirement that the Company maintain a sinking fund with
respect to the Series D Preferred Stock. As of October 31, 1996, no
shares of the Series D Preferred Stock were issued and outstanding.
LEGAL MATTERS
Certain legal matters with respect to the Shares offered by the Company
will be passed upon for the Company by Holt, Ney, Zatcoff & Wasserman,
Atlanta, Georgia.
EXPERTS
The financial statements and schedules of the Company incorporated by
reference in this Prospectus have been audited by BDO Seidman, LLP,
independent certified public accountants, to the extent and for the period
set forth in their reports incorporated herein by reference and in the
registration statement, and such reports are incorporated herein in
reliance upon the authority of said firm as experts in auditing and
accounting.
The financial statements and schedules of Continental Mortgage and
Equity Trust incorporated by reference in this Prospectus have been audited
by BDO Seidman, LLP, independent certified public accountants, to the
extent and for the period set forth in their reports appearing elsewhere
herein and in the registration statement, and such reports are included
herein in reliance upon the authority of said firm as experts in auditing
and accounting.
The financial statements and schedules of Income Opportunity Realty
Trust incorporated by reference in this Prospectus have been audited by BDO
Seidman, LLP, independent certified public accountants, to the extent and
for the period set forth in their reports appearing elsewhere herein and in
the registration statement, and such reports are included herein in
reliance upon the authority of said form as experts in auditing and
accounting.
The financial statements and schedules of Transcontinental Realty
Investors, Inc. incorporated by reference in this Prospectus have been
audited by BDO Seidman, LLP, independent certified public accountants, to
the extent and for the period set forth in their reports appearing
elsewhere herein and in the registration statement, and such reports are
included herein in reliance upon the authority of said firm as experts in
auditing and accounting.
The financial statements and schedules of National Realty, L.P.
incorporated by reference in this Prospectus have been audited by BDO
Seidman, LLP, independent certified public accountants, to the extent and
for the period set forth in their reports appearing elsewhere herein and in
the registration statement, and such reports are included herein in reliance
upon the authority of said firm as experts in auditing and accounting.
-12-
<PAGE> 15
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS IN CONNECTION WITH THIS OFFERING OTHER THAN THOSE CONTAINED
IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH OTHER INFORMATION AND
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE
COMPANY. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE
HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF
AN OFFER TO BUY ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO
WHICH IT RELATES. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY SUCH SECURITIES IN ANY CIRCUMSTANCES IN
WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
____________________
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information 2
Incorporation of Certain Information
By Reference 2
Summary 3
Risk Factors 6
Use of Proceeds 7
The Company 7
Selling Shareholders 8
Plan of Distribution 9
Description of the Securities being
Registered 10
Legal Matters 12
Experts 12
</TABLE>
882,000 SHARES
COMMON STOCK
AMERICAN REALTY TRUST, INC.
_______________
PROSPECTUS
_______________
NOVEMBER ___, 1996
1
<PAGE> 16
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
Set forth below is an estimate of the amount of fees and expenses to be
incurred in connection with the issuance and distribution of the Shares
offered hereby, other than underwriting discounts and commissions. No
portion of the following expenses are to be borne by the Selling
Shareholders.
<TABLE>
<S> <C>
SEC Registration Fee $ 2,870
Blue Sky Fees and Expenses 2,000
Legal Fees and Expenses 30,000
Accounting Fees and Expenses 12,500
Printing and Engraving Expenses 10,000
Miscellaneous 500
Total $57,870
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Articles of Incorporation, as amended, provide for
indemnification of directors to the full extent permitted by Georgia law,
indemnification of officers who are also directors to the extent the
Company shall indemnify its directors and indemnification of officers who
are not directors to such further extent as shall be authorized by the
board of directors and be consistent with law. Article Thirteen of the
Articles of Incorporation of the Company provides that, to the fullest
extent permitted by Georgia law, as the same exists or may be hereafter
amended, no director of the Company shall be personally liable to the
Company or the shareholders of the Company for monetary damages for breach
of the duty of care as a director. Article Thirteen does not limit or
eliminate liability arising or based upon (i) a breach of duty involving an
appropriation of a business opportunity of the Company; (ii) an act or
omission not in good faith or involving intentional misconduct or a knowing
violation of law; or (iii) a transaction from which the director derived an
improper personal benefit. In addition, a director's liability will not be
limited as to any payment of a dividend or approval of a stock repurchase
that is illegal under Section 14-2-154 of the Georgia Business Corporation
Code.
Article Thirteen applies only to claims against a director arising out of
his or her role as a director and not, if he or she is also an officer, his
or her role as an officer or in any other capacity. In addition, Article
Thirteen does not reduce the exposure of directors to liability under
Federal securities laws.
The Bylaws of the Company provide indemnification to any person who, by
reason of the fact that he is or was a director of the Company, is made or
is threatened to be made a party to an action, including an action brought
by the Company or its shareholders. The Bylaws provide that the Company
will indemnify such person against reasonably incurred expenses (including,
but not limited to, attorneys fees and disbursements, court costs, and
expert witness fees), and against any judgments, fines and amounts paid in
settlement, provided that the Company shall not indemnify such person under
circumstances in which the Georgia Business Corporation Code, as in effect
from time to time, would not allow indemnification.
The Bylaws of the Company give the board of directors the power to cause
the Company to provide to officers, employees, and agents of the Company
all or any part of the right to indemnification afforded to directors of
the
1
<PAGE> 17
Company as set forth in the Bylaws, subject to the conditions, limitations
and obligations therein, upon a resolution to that effect identifying such
officer, employee or agent and specifying the particular rights provided.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
ITEM 16. EXHIBITS
<TABLE>
<S> <C>
#5.1 -- Opinion of Holt, Ney, Zatcoff & Wasserman as to the legality of the
Shares being offered
*23.1 -- Consent of BDO Seidman LLP (American Realty Trust, Inc.)
*23.2 -- Consent of BDO Seidman LLP (Continental Mortgage and Equity
Trust)
*23.3 -- Consent of BDO Seidman LLP (Income Opportunity Realty Investors, Inc.)
*23.4 -- Consent of BDO Seidman LLP (Transcontinental Realty
Investors, Inc.)
*23.5 -- Consent of BDO Seidman LLP (National Realty, L.P.)
#23.6 -- Consent of Holt, Ney, Zatcoff & Wasserman (incorporated in Exhibit 5.1)
#24.1 -- Power of Attorney
</TABLE>
__________
* Filed herewith.
# Previously filed.
ITEM 17. UNDERTAKINGS
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the change in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Registration Statement.
2
<PAGE> 18
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Company hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing
of the Company's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to Item 15, above, or
otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
3
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Amendment No. 3 to Registration Statement No. 333-6891 to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of
Dallas, State of Texas, on the 25th day of November, 1996.
AMERICAN REALTY TRUST, INC.
By: /s/ Karl L. Blaha
-------------------------------------------
Karl L. Blaha
President (Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 3 to Registration Statement No. 333-6891 has been signed by
the following persons in the capacities and on the dates indicated.
<TABLE>
<S> <C> <C>
Signature Title Date
--------- ----- ----
/s/ Karl L. Blaha* President (Principal Executive November 25, 1996
-------------------------------- Officer) and Director
Karl L. Blaha
/s/ Oscar W. Cashwell* Director November 25, 1996
-------------------------------
Oscar W. Cashwell
/s/ Al Gonzales* Director November 25, 1996
------------------------------
Al Gonzales
/s/ Dale A. Crenwelge* Director November 25, 1996
------------------------
Dale A. Crenwelge
/s/ Thomas A. Holland* Executive Vice President and November 25, 1996
------------------------------- Chief Financial Officer
Thomas A. Holland (Principal Financial and
Accounting Officer)
</TABLE>
/s/ ROBERT A. WALDMAN
- ---------------------
Robert A. Waldman
as Attorney-in-fact
4
<PAGE> 20
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBITS DESCRIPTION
-------- -----------
<S> <C>
# 5.1 -- Opinion of Holt, Ney, Zatcoff & Wasserman as to
the legality of the Shares being offered
*23.1 -- Consent of BDO Seidman LLP (American Realty Trust)
*23.2 -- Consent of BDO Seidman LLP (Continental Mortgage and Equity
Trust)
*23.3 -- Consent of BDO Seidman LLP (Income Opportunity Realty Investors, Inc.)
*23.4 -- Consent of BDO Seidman LLP (Transcontinental Realty
Investors, Inc.)
*23.5 -- Consent of BDO Seidman LLP (National Realty, L.P.)
#23.6 -- Consents of Holt, Ney, Zatcoff & Wasserman
(incorporated in Exhibit 5.1)
#24.1 -- Power of Attorney
</TABLE>
* Filed herewith.
# Previously filed.
5
<PAGE> 1
EXHIBIT 23.1
Consent of Independent Certified Public Accountants
American Realty Trust, Inc.
Dallas, Texas
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated March
29, 1996, relating to the consolidated financial statements and schedules of
American Realty Trust, Inc. appearing in the Company's Annual Report on Form
10-K for the year ended December 31, 1995.
We also consent to the reference to us under the caption "Experts" in the
Prospectus.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
Dallas, Texas
November 21, 1996
<PAGE> 1
EXHIBIT 23.2
Consent of Independent Certified Public Accountants
American Realty Trust, Inc.
Dallas, Texas
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated March
21, 1996, relating to the consolidated financial statements and schedules of
Continental Mortgage and Equity Trust appearing in the Company's Annual Report
on Form 10-K/A for the year ended December 31, 1995.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
Dallas, Texas
November 21, 1996
<PAGE> 1
EXHIBIT 23.3
Consent of Independent Certified Public Accountants
American Realty Trust, Inc.
Dallas, Texas
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated March 1,
1996, relating to the consolidated financial statements and schedules of Income
Opportunity Realty Investors, Inc. (formerly Income Opportunity Realty Trust)
appearing in the Company's Annual Report on Form 10-K for the year ended
December 31, 1995.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
Dallas, Texas
November 21, 1996
<PAGE> 1
EXHIBIT 23.4
Consent of Independent Certified Public Accountants
American Realty Trust, Inc.
Dallas, Texas
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated March
20, 1996, relating to the consolidated financial statements and schedules of
Transcontinental Realty Investors, Inc. appearing in the Company's Annual
Report on Form 10-K for the year ended December 31, 1995.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
Dallas, Texas
November 21, 1996
<PAGE> 1
EXHIBIT 23.5
Consent of Independent Certified Public Accountants
American Realty Trust, Inc.
Dallas, Texas
We hereby consent to the incorporation by reference in the Prospectus
constituting a part of this Registration Statement of our report dated March
21, 1996, relating to the consolidated financial statements and schedules of
National Realty, L.P. appearing in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
Dallas, Texas
November 21, 1996
