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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
May 1, 1998
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Date of Report (Date of Earliest Event Reported)
AMERICAN REALTY TRUST, INC.
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(Exact Name of Registrant as Specified in its Charter)
Georgia 1-9948 54-0697989
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(State of Incorporation) (Commission (IRS Employer
File No.) Identification No.)
10670 North Central Expressway, Suite 300, Dallas, TX 75231
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (214) 692-4700
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Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective May 1, 1998, American Realty Trust, Inc. (the "Company") purchased, in
a single transaction, twenty-nine apartment complexes from entities affiliated
with Investors General, Inc., an unrelated party, in Florida and Georgia
(collectively the "IGI Properties") for a total of $55.8 million (12.9% of the
Company's assets at December 31, 1997). The Company paid $6.1 million in cash,
assumed $43.4 million in existing mortgage debt and issued a total of $6.6
million Class A limited partner units in the acquiring entities. The Company
acquired the properties through ART Florida Portfolio I, Ltd. ("Portfolio I"),
ART Florida Portfolio II, Ltd. ("Portfolio II") and ART Portfolio III, Ltd.
("Portfolio III"), each a newly-formed Texas limited partnership (collectively,
the "Partnerships") having the Company as the Class B Limited Partner and a
newly-formed wholly-owned subsidiary of the Company, as the Managing General
Partner. Each property consists of 12 to 160 units and was constructed between
1968 and 1985.
In assessing the purchase of these income producing properties, the following
were among the factors considered by the Company's management; geographic
location of the property, performance of the property, new or renovated
properties in the vicinity of the property, the maintenance and appearance of
the property, the design and mix of units and the ability to provide a community
atmosphere for the tenants was also considered.
ITEM 5. OTHER EVENTS
On May 27, 1998, the Company filed Articles of Amendment to its Articles of
Incorporation reducing the number of authorized shares of the Company's Series B
10% Cumulative Preferred Stock to zero and eliminating such designation.
Also on May 27, 1998, the Company filed Articles of Amendment to its Articles of
Incorporation increasing the number of authorized shares of the Company's Series
G Cumulative Convertible Preferred Stock from
11,000 shares to 12,000 shares.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Pro forma financial information:
The sellers of the IGI Properties have informed the Company that audited
statements of operations and supporting data relating to the IGI Properties'
operations are not currently available. It is, therefore, impracticable to
provide the required audited statement of operations for the properties acquired
or pro forma financial information. The required information will be filed by
amendment of this Form 8-K as soon as practicable, but is expected to be not
later than June 30, 1998.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (Continued)
(c) Exhibits: The following exhibits are filed herewith or incorporated by
reference as indicated below.
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
3.0 Articles of Amendment to the Articles of Incorporation of American
Realty Trust, Inc. reducing the number of authorized shares of
Series B 10% Cumulative Preferred Stock to zero and eliminating such
designation, dated May 27, 1998, filed herewith.
3.1 Articles of Amendment to the Articles of Incorporation of American
Realty Trust, Inc. increasing the number of authorized shares of
Series G Cumulative Convertible Preferred Stock from 11,000 shares
to 12,000 shares, dated May 27, 1998, filed herewith.
</TABLE>
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SIGNATURE PAGE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereto duly authorized.
AMERICAN REALTY TRUST, INC.
Date: June 25, 1998 By: /s/ Thomas A. Holland
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Thomas A. Holland
Executive Vice President and
Chief Financial Officer
(Principal Financial and
Accounting Officer)
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AMERICAN REALTY TRUST, INC.
EXHIBIT TO ITS
CURRENT REPORT ON FORM 8-K
Dated May 1, 1998
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<CAPTION>
Exhibit Page
Number Description Number
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<S> <C> <C>
3.0 Articles of Amendment to the Articles of Incorporation of American 5
Realty Trust, Inc. reducing the number of authorized shares of
Series B 10% Cumulative Preferred Stock to zero and eliminating such
designation, dated May 27, 1998.
3.1 Articles of Amendment to the Articles of Incorporation of American 7
Realty Trust, Inc. increasing the number of authorized shares of
Series G Cumulative Convertible Preferred Stock from 11,000 shares
to 12,000 shares, dated May 27, 1998.
</TABLE>
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EXHIBIT 3.0
AMERICAN REALTY TRUST, INC.
ARTICLES OF AMENDMENT
DECREASING THE NUMBER OF AUTHORIZED SHARES OF
AND ELIMINATING SERIES B PREFERRED STOCK
American Realty Trust, Inc., desiring to amend its Articles of
Incorporation, as heretofore amended, as more particularly described
hereinafter, hereby certifies as follows:
1. The name of the Corporation (the "Corporation") whose Articles of
Incorporation, as heretofore amended (the "Articles of Incorporation") are being
amended hereby is
American Realty Trust, Inc.
2. Set forth immediately below is the text of the amendments (the
"Amendments") to the Articles of Incorporation being made hereby.
A.
Section 2 of the Designation (the "Designation") of the authorized number,
preferences, limitations and relative rights of the Corporation's Series B
10% Cumulative Preferred Stock is hereby
amended to read as follows:
2. Number of Shares. The number of shares which shall
constitute the Series B Preferred Stock shall be such number as may
actually be issued by the Corporation, not to exceed a maximum of zero
shares.
B.
The Designation, as amended by item A above, is hereby deleted from the
Articles of Incorporation.
Except as hereby amended, the Articles of Incorporation remain and shall remain
in full force and effect.
3. The Amendments were adopted by the Corporation's Board of Directors at a
meeting held on May 20, 1998. The Amendments were adopted by the Corporation's
Board of Directors without shareholder action. Shareholder action was not
required to adopt the Amendments.
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Dated this 20th day of May, 1998.
American Realty Trust, Inc.
By /s/ Robert A. Waldman
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Robert A. Waldman, Secretary
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EXHIBIT 3.1
AMERICAN REALTY TRUST, INC.
ARTICLES OF AMENDMENT
INCREASING THE NUMBER OF AUTHORIZED SHARES
OF SERIES G PREFERRED STOCK
American Realty Trust, Inc., desiring to amend its Articles of
Incorporation, as heretofore amended, as more particularly described
hereinafter, hereby certifies as follows:
1. The name of the Corporation (the "Corporation") whose Articles of
Incorporation, as heretofore amended (the "Articles of Incorporation") are being
amended hereby is
American Realty Trust, Inc.
2. Set forth immediately below is the text of the amendment (the
"Amendment") to the Articles of Incorporation being made hereby.
Section 1 of the Designation (the "Designation") of the authorized number,
preferences, limitations and relative rights of the Corporation's Series G
Cumulative Convertible Preferred Stock is
hereby amended to read as follows.
Section 1. Designation and Amount. The shares of such
series shall be designated as "Series G Cumulative Convertible Preferred
Stock" (the "Series G Preferred Stock") and each share of the Series G
Preferred Stock shall have a par value of $2.00 per share and a preference
on liquidation as specified in Section 6 below. The number of shares
constituting the Series G Preferred Stock shall be 12,000. Such number of
shares may be increased or decreased by the Board of Directors by filing
articles of amendment as provided in the Georgia Business Corporation Code;
provided, that no decrease shall reduce the number of shares of Series G
Preferred Stock to a number less than the number of shares then outstanding
plus the number of shares reserved for issuance upon the exercise of the
outstanding options, rights or warrants.
Except as hereby amended, the Designation remains and shall remain in full
force and effect.
Except as hereby amended, the Articles of Incorporation remain and shall remain
in full force and effect.
3. The Amendment was adopted by the Corporation's Board of Directors by
unanimous written consent dated May 4, 1998 and signed by the last signing
director on May 4, 1998. The Amendment was adopted by the Corporation's Board of
Directors without shareholder action. Shareholder action was not required to
adopt the Amendment.
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Dated this 4th day of May, 1998.
American Realty Trust, Inc.
By: /s/ Robert A. Waldman
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Robert A. Waldman, Secretary
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