<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 17 )*
INCOME OPPORTUNITY REALTY INVESTORS, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 Par Value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
452-926-108
-----------------------------------
(CUSIP Number)
Robert A. Waldman
10670 North Central Expressway, Suite 600
Dallas, Texas 75231 (214) 692-4758
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 1, 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. 452-926-108 PAGE 2 OF 13 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Realty Trust, Inc. - 54-0697989
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Georgia
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
450,102
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
450,102
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
450,102
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
29.6%
- --------------------------------------------------------------------------------
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> 3
SCHEDULE 13D
CUSIP NO. 452-926-108 PAGE 3 OF 13 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Basic Capital Management, Inc. - 75-2261065
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Nevada
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 68,050
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 68,050
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
68,050
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.5%
- --------------------------------------------------------------------------------
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. 452-926-108 PAGE 4 OF 13 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Transcontinental Realty Investors, Inc. - 94-6565852
- --------------------------------------------------------------------------------
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 341,500
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
-0-
OWNED BY
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 341,500
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
-0-
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
341,500
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.5%
- --------------------------------------------------------------------------------
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
INCOME OPPORTUNITY REALTY INVESTORS, INC.
CUSIP NO. 452-926-108
Item 1. Security and Issuer
Item 1 is hereby amended to read as follows:
This amendment relates to the Shares of Common Stock, $.01 par value
(the "Shares"), of Income Opportunity Realty Investors, Inc., (the "Company")
and amends the statement on Schedule 13D filed on January 10, 1997. The
principal executive offices of the Company are located at 10670 North Central
Expressway, Suite 600, Dallas, Texas 75231.
Item 2. Identity and Background
Item 2 is hereby amended to read as follows:
This statement is being filed on behalf of American Realty Trust, Inc.
("ART") , Basic Capital Management, Inc. ("BCM") and Transcontinental Realty
Investors, Inc. ("TCI")(collectively, 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. This is because BCM owns approximately 43.9% of the outstanding
securities of ART and BCM serves as the advisor to ART and TCI.
(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 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>
Oscar W. Cashwell Director
Al Gonzalez Director
Dale A. Crenwelge Director
Roy E. Bode Director
Cliff Harris Director
Karl L. Blaha Director\President
Thomas A. Holland Executive Vice President and
Chief Financial Officer
Bruce A. Endendyk Executive Vice President
</TABLE>
5
<PAGE> 6
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
Randall M. Paulson Executive Vice President
Mark W. Branigan Senior Vice President -
Residential Asset Management
Robert A. Waldman Senior Vice President, Secretary
and General Counsel
Drew D. Potera Vice President and Treasurer
</TABLE>
Mr. Cashwell's business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Cashwell is a 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 10208 Echo Ridge Drive, Austin,
Texas 78750. Mr. Crenwelge's present principal occupation is President of
Longhorn Consultants Commercial Real Estate Group, Inc. and Crenwelge
Commercial Consultants, Inc. Mr. Crenwelge is a citizen of the United States
of America.
Mr. 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
University of Texas Southwestern Medical Center at Dallas. Mr. Bode is a
citizens of the United States of America.
Mr. Harris' business address is 2838 Woodside Street, Dallas, Texas
75204. Mr. Harris' present principal occupation is President of Energy
Transfer Group, L.L.C. Mr. Harris 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 President-Commercial Asset Management of BCM. Mr. Blaha is a
citizen of the United States of America.
Mr. Holland's business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Holland's present principal occupation is
Executive Vice President and Chief Financial Officer of BCM. Mr. Holland is a
citizen of the United States of America.
Mr. 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.
6
<PAGE> 7
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. 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. Endendyk
is a citizen of the United States of America.
Mr. Waldman's business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Waldman's present principal occupation is
Senior Vice President, Secretary and General Counsel 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 and Treasurer of BCM. Mr. Potera is a citizen of the United States
of America.
(II) BCM is a corporation organized and existing under the laws of the
State of Nevada. BCM's principal business activity is the provision of
advisory services for real estate investment trusts. Its principal place of
business and principal office is located at 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231.
BCM is owned by Realty Advisors, Inc., a Nevada corporation. Realty
Advisors, Inc. is owned by a trust established for the benefit of the children
of Gene E. Phillips. The directors and executive officers of BCM are as
follows:
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
Ryan T. Phillips Director
Mickey Ned Phillips Director
Randall M. Paulson President
Thomas A. Holland Executive Vice President and
Chief Financial Officer
Clifford C. Towns, Jr. Executive Vice President -
Finance
Karl L. Blaha Executive Vice President -
Commercial Asset Management
Mark W. Branigan Senior Vice President -
Residential Asset Management
Bruce A. Endendyk Executive Vice President
A. Cal Rossi, Jr. Executive Vice President
</TABLE>
7
<PAGE> 8
<TABLE>
<CAPTION>
Name Position(s)
- ---- -----------
<S> <C>
Cooper B. Stuart Executive Vice President
Dan S. Allred Senior Vice President -
Land Development
Robert A. Waldman Senior Vice President, General
Counsel and Secretary
Drew D. Potera Vice President, Treasurer
and Securities Manager
</TABLE>
Information with respect to Messrs. Endendyk, Paulson, Holland, Blaha,
Branigan, Waldman and Potera and is disclosed in (I) and (II) above.
Mr. R. Phillips' business address is 10670 North Central Expressway,
Suite 600, Dallas, Texas 75231. Mr. Phillips' present principal occupation
is an independent real estate investor. Mr. Phillips is a citizen of the
United States of America.
Mr. M. Phillips' business address is 264 Rolling Hills Circle,
Gaffney, South Carolina 29340. Mr. Phillips' present principal occupation is
owner of Phillips Remodeling Co. Mr. Phillips is a citizen of the United
States of America.
Mr. Towns' business address is 10670 North Central Expressway, Suite
600, Dallas, Texas 75231. Mr. Towns' present principal occupation is Executive
Vice President of BCM. Mr. Towns is a citizen of the United States of America.
Mr. Rossi's business address is 10670 North Central Expressway, Suite
600, Dallas, Texas 75231. Mr. Rossi's present principal occupation is
Executive Vice President of BCM. Mr. Rossi is a citizen of the United
States of America.
Mr. Stuart's business address is 10670 North Central Expressway, Suite
600, Dallas, Texas 75231. Mr. Stuart's present principal occupation is
Executive Vice President of BCM. Mr. Stuart is a citizen of the United States
of America.
Mr. Allred's business address is 10670 North Central Expressway, Suite
600, Dallas, Texas 75231. Mr. Allred's present principal occupation is Senior
Vice President of BCM. Mr. Allred is a citizen of the United States of
America.
(III) TCI is a real estate investment company organized and existing
under the law of the State of Nevada. TCI's principal business activity is
investment in real estate. The principal place of business and principal
office of TCI is located at 10670 North Central Expressway, Suite 600, Dallas,
Texas 75231.
8
<PAGE> 9
The following is a list of each executive officer and director of TCI:
<TABLE>
<CAPTION>
Name Position(s) with TCI
- ---- --------------------
<S> <C>
Ted P. Stokely Director
Edward L. Tixier Director
Martin L. White Director
Edward G. Zampa Director
Randall M. Paulson President
Thomas A. Holland Executive Vice President, Chief
Financial Officer and
Secretary
Karl L. Blaha Executive Vice President -
Commercial Asset Management
Mark W. Branigan Senior Vice President -
Residential Asset Management
Bruce A. Endendyk Executive Vice President
Robert A. Waldman Senior Vice President and
General Counsel
Drew D. Potera Vice President and Treasurer
</TABLE>
Information with respect to Messrs. Paulson, Holland, Blaha, Branigan,
Endendyk, Waldman and Potera is disclosed in (I) and (II) above.
Mr. Stokely's business address is 10670 North Central Expressway,
Suite 410, Dallas, Texas 75231. Mr. Stokely's present principal occupation is
Real Estate Consultant for Eldercare Housing Foundation. Mr. Stokely is a
citizen of the United States of America.
Mr. White's business address is 8051 Coach Drive, Oakland, California
94605. Mr. White's present principal occupation is Chairman and Chief Executive
Officer of Community Based Developers, Inc. Mr. White is a citizen of the
United States of America.
Mr. Tixier's business address is 110 Longhorn Lane, Dripping Springs,
Texas 78620. Mr. Tixier's present principal occupation is President of Tixier,
Inc. Mr. Tixier is a citizen of the United States of America.
Mr. Zampa's business address is Number Fifty Osgood Place, Suite 110,
San Francisco, California 94133. Mr. Zampa's present principal occupation is
General Partner of Edward G. Zampa and Company. Mr. Zampa is a citizen of the
United States of America.
9
<PAGE> 10
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 Shares owned directly and beneficially
by the Reporting Persons on the date of this statement:
Shares owned Directly
<TABLE>
<CAPTION>
Number of Percent of
Name Shares Class (1)
- ---- --------- ---------
<S> <C> <C>
ART 450,102 29.6%
BCM 68,050 4.5%
TCI 341,500 22.5%
TOTAL 859,652 56.6%
</TABLE>
Shares owned Beneficially
<TABLE>
<CAPTION>
Number of Percent of
Name Shares Class (1)
- ---- --------- -----------
<S> <C> <C>
ART 450,102 29.6%
BCM 68,050 4.5%
TCI 341,500 22.5%
Al Gonzalez (2) 450,102 29.6%
Dale A. Crenwelge (2) 450,102 29.6%
Roy E. Bode (2) 450,102 29.6%
Oscar W. Cashwell (2) 450,102 29.6%
Cliff Harris (2) 450,102 29.6%
Karl L. Blaha (2) 450,102 29.6%
Edward L. Tixier (4) 341,500 22.5%
Martin L. White (4) 341,500 22.5%
Ted P. Stokely (4) 341,500 22.5%
Edward G. Zampa (4) 341,500 22.5%
Total Shares beneficially
owned by Reporting Persons 859,652 56.6%
</TABLE>
10
<PAGE> 11
(1) Percentage calculations are based upon 1,519,888 Shares outstanding at
August 1, 1997. Total and addends may not match due to rounding.
(2) May be deemed to be a beneficial owner of the Shares 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 Shares held directly by
BCM by virtue of the relationship to BCM described in Item 2.
(4) May be deemed to be a beneficial owner of the Shares held directly by
TCI by virtue of the relationship to TCI described in Item 2.
(b) Voting and Dispositive Power
Each of the directors of ART share voting and dispositive power over
the 450,102 Shares held by ART. The directors of BCM have voting and
dispositive power over the 68,050 Shares held by BCM. Each of the directors of
TCI share voting and disposition power over the 341,500 Shares held by TCI.
(c) Transactions in Securities
The following table lists the purchase transactions in the Shares that
were effected by the Reporting Persons during the past 60 days.
<TABLE>
<CAPTION>
Reporting Number Price Type of
Person Date of Shares Per Share Transaction
- --------- ---- --------- --------- -----------
<S> <C> <C> <C> <C>
BCM 05/13/97 400 $11.250 Open Market
BCM 05/14/97 200 $11.250 Open Market
BCM 05/15/97 300 $11.250 Open Market
BCM 05/16/97 300 $11.250 Open Market
BCM 06/02/97 200 $11.250 Open Market
BCM 06/03/97 700 $11.250 Open Market
BCM 06/09/97 200 $11.250 Open Market
BCM 06/10/97 200 $11.250 Open Market
BCM 06/13/97 100 $11.250 Open Market
BCM 06/16/97 200 $11.250 Open Market
BCM 06/18/97 600 $11.250 Open Market
BCM 06/23/97 200 $11.250 Open Market
BCM 06/24/97 200 $11.250 Open Market
BCM 06/26/97 200 $11.250 Open Market
BCM 06/27/97 300 $11.250 Open Market
BCM 06/27/97 100 $11.250 Open Market
BCM 07/01/97 100 $11.250 Open Market
BCM 07/01/97 400 $11.250 Open Market
BCM 07/07/97 100 $11.250 Open Market
BCM 07/25/97 1,000 $11.250 Open Market
BCM 07/25/97 900 $11.250 Open Market
BCM 07/28/97 300 $11.250 Open Market
BCM 07/29/97 600 $11.250 Open Market
BCM 07/30/97 1,000 $11.250 Open Market
BCM 07/30/97 400 $11.250 Open Market
BCM 07/31/76 500 $11.250 Open Market
BCM 08/01/97 700 $11.250 Open Market
</TABLE>
11
<PAGE> 12
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 13,250 shares to Advest, Inc., pledged 8,000 shares to
Arnold Sec., pledged 400 shares to Baker & Co., pledged 4,000 shares to Baraban
Securities, pledged 85,334 shares to Bear Stearns, pledged 11,800 shares to
Bidwell & Company, pledged 2,000 shares to Chase Securities, pledged 10,000
shares to CJ Lawrence, Inc., pledged 2,000 shares to Cowen & Co., pledged
13,000 shares to Dain Bosworth, pledged 38,288 shares to Dean Witter, pledged
4,200 shares to First Southwest, pledged 22,000 shares to Global Strategies,
pledged 21,800 shares to Hambrecht & Quist, pledged 6,000 shares to Legg Mason
(TX), pledged 10,000 shares to May Financial, pledged 32,200 shares to McDonald
& Company, pledged 3,400 shares to Montgomery, pledged 21,280 shares to Morgan
Keegan, pledged 12,300 shares to Mutual Securities, pledged 10,000 shares to
Nationwide Securities, pledged 20,900 shares to Oppenheimer (TX), pledged 2,000
shares to The Principal, pledged 33,800 shares to Rauscher Pierce Refsnes,
Inc., pledged 2,000 shares to Regions Investment, pledged 18,600 shares to
Roney & Co., pledged 2,000 shares to Tucker Anthony and pledged 15,200 shares
to Wedbush Morgan in stock margin accounts maintained by it with such brokers.
ART has also pledged 28,350 shares to United Pacific pursuant to a
loan agreement with such lender.
BCM has pledged 2,000 shares to Advest, pledged 1,600 shares to
Amerian Express, pledged 2,000 shares to Baker & Co., pledged 4,200 shares to
Bear Stearns, pledged 2,000 shares to Brown & Co., pledged 2,000 shares to
Chatfield Dean, pledged 4,000 shares to CJ Lawrence, pledged 400 shares to Dean
Witter, pledged 2,200 shares to First Southwest, pledged 1,800 shares to First
Union Brokerage, pledged 6,000 shares to Global Strategies, pledged 6,000
shares to Hambrecht & Quist, pledged 500 shares to J.C. Bradford, pledged
4,000 shares to Legg Mason (TX), pledged 5,800 shares to McDonald & Company,
pledged 9,700 shares to Montgomery, pledged 1,450 shares to Olde, pledged 3,000
shares to The Principal, pledged 400 shares to Raymond James and pledged 9,000
shares to Rauscher Pierce Refsnes, Inc. in stock margin accounts maintained by
it with such brokers.
TCI has pledged 221,500 shares to Dean Witter and pledged 120,000
shares to Prudential (TX) in stock margin accounts maintained by it with such
brokers.
12
<PAGE> 13
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 19, 1997.
AMERICAN REALTY TRUST, INC.
By: /s/ Karl L. Blaha
---------------------------
Karl L. Blaha
President
BASIC CAPITAL MANAGEMENT, INC.
By: /s/ Randall M. Paulson
---------------------------
Randall M. Paulson
President
TRANSCONTINENTAL REALTY INVESTORS, INC.
By: /s/ Randall M. Paulson
---------------------------
Randall M. Paulson
President
13
