<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 5, 1999
Registration Statement No. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM S-8
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 Identification No.)
incorporation or organization)
10670 NORTH CENTRAL EXPRESSWAY
SUITE 300
DALLAS, TEXAS 75231
(214) 692-4700
(Address and telephone number of principal executive offices)
AMERICAN REALTY TRUST, INC. DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
ROBERT A. WALDMAN
10670 NORTH CENTRAL EXPRESSWAY
SUITE 300
DALLAS, TEXAS 75231
(214) 692-4700
(Name, address and telephone number of agent for service)
-------------------------
The Commission is requested to send copies of all communications to:
THOMAS R. POPPLEWELL
Andrews & Kurth L.L.P.
1711 Main Street, Suite 3700
Dallas, Texas 75201
-------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==========================================================================================================================
PROPOSED PROPOSED
TITLE OF EACH CLASS MAXIMUM MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PER SHARE(1) PRICE(1) REGISTRATION FEE
- -------------------------------------------- -------------------- -------------- ------------------ ----------------
<S> <C> <C> <C> <C>
COMMON STOCK, $0.01 PAR VALUE............... 40,000 shares $ 16.44 $ 657,600 $ 182.82
- -------------------------------------------- -------------------- -------------- ------------------ ----------------
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee, based on the average of the high and low
sales prices of the Common Stock as reported by the New York Stock Exchange
on February 3, 1999.
===============================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, heretofore filed by American Realty Trust,
Inc. (the "Company") with the Commission, are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997, as filed with the Commission on March 30, 1998, as amended by
the Company's Annual Report on Form 10-K/A, as filed with the Commission on
November 24, 1998, as further amended by ART's Annual Report on Form 10-K/A
Amendment No. 1, as filed with the Commission on January 26, 1999.
2. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended March 31, 1998, as filed with the Commission on May 14, 1998, as amended
by the Company's Quarterly Report on Form 10-Q/A, as filed with the Commission
on November 24, 1998, as further amended by ART's Quarterly Report on Form
10-Q/A Amendment No. 1, as filed with the Commission on January 26, 1999.
3. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended June 30, 1998, as filed with the Commission on August 14, 1998, as amended
by the Company's Quarterly Report on Form 10-Q/A, as filed with the Commission
on November 24, 1998, as further amended by ART's Quarterly Report on Form
10-Q/A Amendment No. 1, as filed with the Commission on January 26, 1999.
4. The Company's Quarterly Report on Form 10-Q for the fiscal quarter
ended September 30, 1998, as filed with the Commission on November 16, 1998, as
amended by ART's Quarterly Report on Form 10-Q/A, as filed with the Commission
on January 26, 1999.
5. The Company's Current Report on Form 8-K dated May 1, 1998, as filed
with the Commission on June 25, 1998, as amended by the Company's Current Report
on Form 8-K/A, as filed with the Commission on July 16, 1998.
6. The Annual Report on Form 10-K for Continental Mortgage and Equity
Trust ("CMET") for the year ended December 31, 1997, as filed with the
Commission on March 20, 1998.
7. CMET's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1998, as filed with the Commission on May 14, 1998.
8. CMET's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1998, as filed with the Commission on August 11, 1998.
9. CMET's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1998, as filed with the Commission on November 12, 1998.
10. CMET's Current Report on Form 8-K dated April 3, 1998, as filed
with the Commission on June 25, 1998.
11. CMET's Current Report on Form 8-K dated September 1, 1998, as filed
with the Commission on September 28, 1998.
12. The Annual Report on Form 10-K for Income Opportunity Realty
Investors ("IORI") for the year ended December 31, 1997, as filed with the
Commission on March 20, 1998.
13. IORI's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1998, as filed with the Commission on May 4, 1998.
14. IORI's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1998, as filed with the Commission on August 5, 1998.
15. IORI's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1998, as filed with the Commission on November 9, 1998.
16. IORI's Current Report on Form 8-K dated November 19, 1997, as filed
with the Commission on December 3, 1997, as amended by IORI's Current Report on
Form 8-K/A, as filed with the Commission on January 14, 1998, and as further
amended by IORI's Current Report on Form 8-K/A, as filed with the Commission on
August 5, 1998.
17. IORI's Current Report on Form 8-K dated December 30, 1997, as filed
with the Commission on January 9, 1998.
18. The Annual Report on Form 10-K for Transcontinental Realty
Investors, Inc ("TCI") for the year ended December 31, 1997, as filed with the
Commission on March 20, 1998, as amended by TCI's Annual Report on Form 10-K/A,
as filed with the Commission on January 27, 1999.
19. TCI's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1998, as filed with the Commission on May 4, 1998, as amended by
TCI's Quarterly Report on Form 10-Q/A, as filed with the Commission on January
27, 1999.
20. TCI's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1998, as filed with the Commission on August 5, 1998, as amended by
TCI's Quarterly Report on Form 10-Q/A, as filed with the Commission on January
27, 1999.
21. TCI's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1998, as filed with the Commission on November 12, 1998, as
amended by TCI's Quarterly Report on Form 10-Q/A, as filed with the Commission
on January 27, 1999.
22. TCI's Current Report on Form 8-K dated December 22, 1997, as filed
with the Commission on January 9, 1998, as amended by TCI's Current Report on
Form 8-K/A, as filed with the Commission on June 29, 1998.
23. TCI's Current Report on Form 8-K dated May 29, 1998, as filed with
the Commission on July 2, 1998, as amended by TCI's Current Report on Form
8-K/A, as filed with the Commission on September 23, 1998.
24. TCI's Current Report on Form 8-K dated June 26, 1998, as filed with
the Commission on July 21, 1998, as amended by TCI's Current Report on Form
8-K/A, as filed with the Commission on October 16, 1998.
25. TCI's Current Report on Form 8-K dated September 21, 1998, as
filed with the Commission on September 28, 1998.
26. TCI's Current Report on Form 8-K dated October 20, 1998, as filed
with Commission on December 4, 1998, as amended by TCI's Current Report on Form
8-K/A, as filed with the Commission on January 27, 1999.
27. The Annual Report on Form 10-K for National Realty, L.P. ("NRLP")
for the year ended December 31, 1997, as filed with the Commission on March 26,
1998, as amended by NRLP's Annual Report on Form 10-K/A, as filed with the
Commission on November 24, 1998, as further amended by NRLP's Annual Report on
Form 10-K/A Amendment No. 1, as filed with the Commission on January 25, 1999.
28. NRLP's Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 1998, as filed with the Commission May 14, 1998, as amended by NRLP's
Quarterly Report on Form 10-Q/A, as filed with the Commission on January 25,
1999.
29. NRLP's Quarterly Report on Form 10-Q for the fiscal quarter ended
June 30, 1998, as filed with the Commission on August 14, 1998, as amended by
NRLP's Quarterly Report on Form 10-Q/A, as filed with the Commission on
January 25, 1999.
30. NRLP's Quarterly Report on Form 10-Q for the fiscal quarter ended
September 30, 1998, as filed with the Commission on November 16, 1998, as
amended by NRLP's Quarterly Report on Form 10-Q/A, as filed with the
Commission on January 25, 1999.
31. The description of the common stock contained in the Company's
Registration Statement under Section 12 of the Exchange Act and all amendments
and reports filed for the purpose of updating that description.
All documents filed by the Company, CMET, IORI, TCI or NRLP pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after
the date of this Registration Statement, prior to the filing of a post-effective
amendment that indicated that all securities offered have been sold or that
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be a part hereof
from the date of filing of such documents, other than the portions of such
documents which by statute, by designation in such document or otherwise, are
not deemed to be filed with the Commission or are not required to be
incorporated herein by reference.
Any statement contained in a document incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained in this Registration Statement or in any other
subsequently filed document that also is, or is deemed to be, incorporated by
reference in this Registration Statement 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 Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
The information required by Item 4 is not applicable to this
Registration Statement.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The information required by Item 5 is not applicable to this
Registration Statement.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Thirteen of the Company's Articles of Incorporation provides
that, to the fullest extent permitted by Georgia law, as the same exists or may
hereafter be 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, provided that Article Thirteen does not limit
or eliminate liability
II-1
<PAGE> 3
for (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 14-2-640 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 require the Company to indemnify 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 Company's 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 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 7. EXEMPTION FROM REGISTRATION CLAIMED.
The information required by Item 7 is not applicable to this
Registration Statement.
ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
- ------- -----------
5.1 Opinion of Holt Ney Zatcoff & Wasserman, LLP, as to the legality of
the Common Stock 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, LLP (incorporated in
Exhibit 5.1)
24.1 Power of Attorney (set forth on page II-4 of this Registration
Statement)
II-2
<PAGE> 4
ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant 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;
(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 hereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in this 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) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) that, for the purpose of determining any liability under the
Securities Act, 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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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 may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant 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 Registrant 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 of
whether such indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE> 5
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-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on the 31st day of January
1999.
AMERICAN REALTY TRUST, INC.
By: /s/ KARL L. BLAHA
------------------------------------------
Karl L. Blaha
President (Principal Executive Officer)
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Robert
A. Waldman his true and lawful attorney-in-fact and agent, with full power of
substitution and resubstitution, for him in his name, place and stead, in any
and all capacities, to sign any and all amendments (including post effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorney-in-fact and agent, or his substitute or
substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ KARL L. BLAHA
----------------------------- President (Principal Executive January 31, 1999
Karl L. Blaha Officer) and Director
/s/ ROY E. BODE
----------------------------- Director January 31, 1999
Roy E. Bode
/s/ COLLENE C. CURRIE
----------------------------- Director January 22, 1999
Collene C. Currie
/s/ AL GONZALEZ
----------------------------- Director January 31, 1999
Al Gonzalez
/s/ CLIFF HARRIS
----------------------------- Director January 30, 1999
Cliff Harris
/s/ THOMAS A. HOLLAND
----------------------------- Executive Vice President and January 31, 1999
Thomas A. Holland Chief Financial Officer
(Principal Financial and
Accounting Officer)
</TABLE>
II-4
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
5.1 Opinion of Holt Ney Zatcoff & Wasserman, LLP, as to the legality of
the Common Stock 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, LLP (incorporated in
Exhibit 5.1)
24.1 Power of Attorney (set forth on page II-4 of this Registration
incorporated in Exhibit 5.1 Statement)
</TABLE>
<PAGE> 1
EXHIBIT 5.1
[HOLT NEY ZATCOFF & WASSERMAN, LLP LETTERHEAD]
5 February 1999
American Realty Trust, Inc.
10670 North Central Expressway, Suite 300
Dallas, Texas 75231
Andrews & Kurth L.L.P.
Attn: J. Kevin Boardman, Esq.
1717 Main Street, Suite 3700
Dallas, Texas 75201
RE: POTENTIAL ISSUANCE OF SHARES OF COMMON STOCK, PAR VALUE $.01 PER
SHARE ("COMMON STOCK"), OF AMERICAN REALTY TRUST, INC., A GEORGIA
CORPORATION ("ART"), UPON EXERCISE OF OPTIONS GRANTED PURSUANT TO
ART'S DIRECTOR STOCK OPTION PLAN (THE "PLAN")
Ladies and Gentlemen:
We have acted as special Georgia counsel to ART with respect to the
application and interpretation of the Georgia Business Corporation Code (the
"GBCC") to the potential issuance of shares of Common Stock upon exercise of
options granted pursuant to the Plan. This opinion letter is rendered at the
request of ART to facilitate ART's contemporaneous registration (the
"Registration") of 40,000 shares of Common Stock with the Securities and
Exchange Commission for potential issuance upon exercise of options granted
pursuant to the Plan.
In the capacity described above, we have considered such matters of law
and of fact, including the examination of originals or copies, certified or
otherwise identified to our satisfaction, of such records and documents of ART,
certificates of officers and representatives of ART, certificates of public
officials, and other documents as we have deemed appropriate as a basis for the
opinion hereinafter set forth.
Based upon the foregoing, as of this date, and subject to the
assumptions, limitations and qualifications set forth in the lettered paragraphs
which follow this paragraph, we are
<PAGE> 2
HOLT NEY ZATCOFF & WASSERMAN, LLP
American Realty Trust, Inc.
5 February 1999
Page 2
of the opinion that upon a Qualified Issuance (as defined in the following
sentence) of shares of Common Stock the shares of Common Stock issued in
connection therewith will be duly authorized, validly issued, fully paid and
nonassessable, with no personal liability attaching to the ownership thereof.
For purposes of this opinion, an issuance of shares of Common Stock is a
"Qualified Issuance" if, and only if: (a) the Plan is approved by ART's
shareholders as contemplated by the Plan; (b) the subject issuance is effected
in accordance with the Plan upon exercise of one or more options granted
pursuant to the Plan; and (c) the number of shares of Common Stock being issued
in connection with the subject issuance does not cause the total number of
issued shares of Common Stock to exceed the total number of shares of Common
Stock which ART is authorized to issue.
The opinion expressed herein is subject to the following assumptions,
limitations and qualifications.
A. As to various questions of fact material to this opinion, we
have relied solely upon the statements and certifications of
Robert A. Waldman, Secretary of ART.
B. We have made no investigation regarding the accuracy or
truthfulness of any representations, warranties, statements of
fact or assumptions of fact contained in any documents, records,
instruments, letters or other writings examined by us, and we
express no opinion herein regarding the same.
C. We expressly note that our opinion expressed herein does not
mean that: (a) any past or future authorization of shares of
Common Stock complied or will comply with agreements by which
ART is bound; (b) any particular issuance of shares of Common
Stock will be a Qualified Issuance or will comply with
agreements by which ART may now or then be bound; (c) any past
or future authorization of shares of Common Stock or any
particular issuance of shares of Common Stock complied or will
comply with (i) the fiduciary duties of the directors of ART or
(ii) any law other than the GBCC (including but not limited to
federal or state securities laws); (d) ART has reserved or has
available or will reserve or have available sufficient numbers
of authorized shares of Common Stock to effect any particular
issuance upon exercise of options granted pursuant to the Plan;
(e) the consideration that ART will receive in connection with
any particular issuance of shares of Common Stock upon exercise
of options granted pursuant to the Plan will be (i) equivalent
(or
<PAGE> 3
HOLT NEY ZATCOFF & WASSERMAN, LLP
American Realty Trust, Inc.
5 February 1999
Page 3
approximately equivalent) in value to the value of the shares
being issued or (ii) adequate as a matter of fairness to ART and
its shareholders; (f) a holder of shares of Common Stock issued
upon exercise of an option granted pursuant to the Plan will be
immune from other types of liabilities, such as (i) liability
under any note or other evidence of indebtedness issued by or
other obligation undertaken by such holder in connection with
such exercise, or (ii) liability for distributions in violation
of Section 640 of the GBCC or under the "piercing the corporate
veil" theory; or (g) any past or future authorization of shares
of Common Stock, or any particular issuance of shares of Common
Stock, has not unfairly diluted or will not unfairly dilute the
investment value of existing shareholders of ART. Our opinion
assumes that each of items (a) through (g) (other than item
(e)(i)) is or will be true.
D. This opinion letter is limited by, and is in accordance with,
the January 1, 1992 edition of the Interpretive Standards (the
"Interpretive Standards") Applicable to Legal Opinions to Third
Parties in Corporate Transactions adopted by the Legal Opinion
Committee of the Corporate and Banking Law Section of the State
Bar of Georgia, which Interpretive Standards are incorporated in
this opinion letter by this reference; in particular, without
limiting the generality of the foregoing, our opinion is subject
to the exceptions stated in paragraph 23(i) of the Interpretive
Standards, which makes exception for the effect of bankruptcy
and similar laws as described therein.
E. The opinion set forth herein is based solely upon the GBCC.
Nothing herein should be construed to express any opinion as to
the applicability or effect of any other law, be it a law of any
jurisdiction other than Georgia or a law of Georgia other than
the GBCC.
F. The opinion expressed herein is addressed exclusively to the
particular matters described herein, to the state of our
knowledge with respect thereto, to the state of all relevant
documents, including but not limited to ART's Articles of
Incorporation (as amended to the date hereof), and to the state
of the law applicable thereto, all as of the date hereof. We
assume no responsibility for commenting on any other matters, or
for updating this letter as of any subsequent date.
<PAGE> 4
HOLT NEY ZATCOFF & WASSERMAN, LLP
American Realty Trust, Inc.
5 February 1999
Page 4
G. This opinion letter is being provided solely for the benefit of
its addressees, and no other person, natural or legal, shall be
entitled to rely hereon without the express written consent of
this firm. This opinion letter may not be referred to or quoted
from, in whole or in part, in any financial statement or other
document, nor may this opinion letter be filed with or furnished
to any person, natural or legal, other than its addressees,
including but not limited to any governmental agency, in each
case unless the prior written consent of this firm has been
obtained. Our consent is hereby given to the use and filing of
this opinion letter as an exhibit to ART's Registration
Statement on Form S-8 in respect of the Registration, but in
giving such consent we do not imply or admit that we are an
expert (within the meaning of the Securities Act of 1933, as
amended, or the rules and regulations promulgated thereunder)
with respect to any part of such Registration Statement.
Yours very truly,
HOLT NEY ZATCOFF & WASSERMAN, LLP
By Michael G. Wasserman, P.C.
By: /s/ MICHAEL G. WASSERMAN
-------------------------------
Michael G. Wasserman
<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 on Form S-8 of our report
dated March 25, 1998, relating to the consolidated financial statements and
schedules of American Realty Trust, Inc. (the "Company") appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
Dallas, Texas
February 5, 1999
<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 on Form S-8 of our report
dated March 6, 1998, relating to the consolidated financial statements and
schedules of Continental Mortgage and Equity Trust (the "Trust") appearing in
the Trust's Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
Dallas, Texas
February 5, 1999
<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 on Form S-8 of our report
dated March 6, 1998, relating to the consolidated financial statements and
schedules of Income Opportunity Realty Investors, Inc. (the "Company") appearing
in the Company's Annual Report on Form 10-K for the year ended December 31,
1997.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
Dallas, Texas
February 5, 1999
<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 on Form S-8 of our report
dated March 12, 1998, relating to the consolidated financial statements and
schedules of Transcontinental Realty Investors, Inc. (the "Company") appearing
in the Company's Annual Report on Form 10-K for the year ended December 31,
1997.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
Dallas, Texas
February 5, 1999
<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 on Form S-8 of our report
dated March 17, 1998, relating to the consolidated financial statements and
schedules of National Realty, L.P. (the "Partnership") appearing in the
Partnership's Annual Report on Form 10-K for the year ended December 31, 1997.
/s/ BDO SEIDMAN, LLP
BDO Seidman, LLP
Dallas, Texas
February 5, 1999
