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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 EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) April 6, 2000
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American Realty Trust, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 1-9948 94-6565852
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(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
10670 N. Central Expressway, Suite 300, Dallas, Texas 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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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
The affairs of American Realty Trust, Inc. ("ART") are managed by a
Board of Directors who are elected at the Annual Meeting of Stockholders or
appointed by the incumbent Board and serve until the next Annual Meeting of
Stockholders or until a successor has been elected or approved or until their
sooner resignation. Until April 6, 2000, the Board of Directors of ART consisted
of six members, including Karl L. Blaha, Roy E. Bode, Collene C. Currie, Al
Gonzalez, Cliff Harris and Carey M. Portman.
On April 6, 2000, Al Gonzalez resigned as a Director of ART. Mr.
Gonzales did not resign because of any disagreement with the Registrant on any
matter relating to the Registrant's operations, policies or practices, and Mr.
Gonzalez did not furnish the Registrant with a letter describing any
disagreement or requesting that the matter be disclosed.
Prior to April 13, 2000, ART began negotiations with Paul Bagley of
Matisse Partners, L.L.C. ("Matisse"). During those negotiations, Paul Bagley
represented to ART that he had personal and business connections with banks and
lenders which would enable Bagley to raise substantial capital for ART. Paul
Bagley was appointed to the Board of Directors by the incumbent Board of
Directors on April 28, 2000, in connection with a Financial Consulting,
Management and Marketing Agreement dated April 13, 2000 (the "Consulting
Agreement") among Matisse, ART, Basic Capital Management, Inc. ("BCM") and NRLP
Management Corp. ("NMC"). The Consulting Agreement contains several terms and
provides that it will not be binding upon ART unless and until the respective
Boards of Directors of ART, BCM and NMC approve and authorize the Consulting
Agreement. Such Consulting Agreement was not approved by the Board of Directors
of BCM and is considered to be terminated, null and void for that reason.
Bagley was also appointed Chairman of the Board an Chief Executive
Officer of ART effective April 28, 2000, in accordance with the Consulting
Agreement. Paul Bagley had a long investment banking career with E.F. Hutton,
Inc., and its successor, Shearson Lehman Hutton. He is a founding partner of The
Stone Pine Companies, a private investment banking firm, and serves as Chairman
of FCM Fiduciary Capital Management Co., the advisor to a mezzanine and private
equity fund. On June 24, 2000, Paul Bagley's appointment as Chairman of the
Board and Chief Executive Officer of ART was rescinded by the ART Board of
Directors, and Karl L. Blaha, President of ART, BCM and NMC, was appointed to
the additional positions of Chairman of the Board of Directors and Chief
Executive Officer of ART.
By letter dated July 10, 2000, Paul Bagley resigned as a Director of
ART, advising that he wished the "record to reflect"
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that during the period he was on the Board (April 28, 2000 through July 10,
2000), Bagley never approved or voted in favor of any borrowings from or to
affiliated entities. Bagley's resignation does not cite any disagreement with
the Registrant on any matter relating to the Registrant's operations, policies
or practices, and Mr. Bagley did not furnish the Registrant with a letter
describing any disagreement or requesting that the matter be disclosed.
The Consulting Agreement provided that Matisse would assist the
management of ART in arranging financing and equity transactions. The Consulting
Agreement included other provisions involving the purchase of approximately
714,000 shares of newly issued ART Common Stock, at $16.0625 per share, based on
the April 13, 2000, closing price (which did not occur) and an opportunity for
Bagley to designate, subject to other approvals, three additional persons to
become members of the ART Board (which also did not occur) and a monthly
retainer payment to Matisse, as well as additional fees for strategic planning,
marketing and other services (none of which occurred). A one-month's fee was
paid under the Consulting Agreement.
Carey M. Portman was originally appointed to the Board of Directors of
ART by the incumbent Board of Directors effective December 14, 1999, by a
unanimous written consent. Mr. Portman was also elected a Vice President of ART
at the same time. Mr. Portman has a background in the securities business and
was to assist ART and others in margin borrowing against securities portfolios.
Carey M. Portman (age 47) is an officer and director (since 1991) of Commerce
International Incorporated (USA) (London), Ltd.; a partner and director (since
1991) of Pathway, Ltd.; Vice President (1995-1997) of ED&F Mann International
Futures; and Vice President (1982-1995) of Shavin Enterprises. All of such
entities have or had an involvement in various securities and commodities
markets. Mr. Portman submitted a resignation as Director and Vice President of
ART effective July 14, 2000. Mr. Portman's letter of resignation requests
notification of all regulatory and reporting agencies of his resignation. Mr.
Portman's resignation does not cite any disagreement with the Registrant on any
matter relating to the Registrant's operations, policies or practices, and Mr.
Portman did not furnish the Registrant with a letter describing any disagreement
or requesting that any matter be disclosed.
On June 24, 2000, the incumbent Board of Directors elected Joseph
Mizrachi to the Board of Directors of ART. Mr. Mizrachi (age 54) is an
investment advisor engaged in capital funding and acquisitions of smaller
entities, a Principal and President of PAZ Securities, Inc. and a registered
securities broker. Mr. Mizrachi is also Chairman of the Board of Third
Millennium Properties, Inc., a real estate management firm.
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The Board of Directors of ART, after giving effect to the matters
described above, continues to consist of five individuals, as of July 26, 2000,
Karl L. Blaha, Roy E. Bode, Collene C. Currie, Cliff Harris and Joseph Mizrachi.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf of
the undersigned hereunto duly authorized.
Date: July 26, 2000 AMERICAN REALTY TRUST, INC.
By: /s/ Karl L. Blaha
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Karl L. Blaha, President and Chief
Executive Officer
