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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
AMERICAN REALTY TRUST, INC.
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(Name of Issuer)
Common Stock, $0.01 par value
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(Title of Class of Securities)
029177-40-9
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(CUSIP Number)
Steven C. Metzger
Prager, Metzger & Kroemer PLLC
2626 Cole Avenue, Suite 900
Dallas, Texas 75204-1083
(214) 969-7600
(214) 523-3838 (facsimile)
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 3, 2000
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(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 Rules 13d-1(b)(3) or (4), check the following box [ ].
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 persons'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).
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CUSIP No. 029177-40-9
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1) Names of Reporting Persons I.R.S. Identification Nos. of Above Persons
(entities only)
One Realco Corporation (formerly Davister Corp.), FEI No. 75-2338496
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2) Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [ ]
(b) [ ]
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3) SEC Use Only
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4) Source of Funds (See Instructions) OO
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
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6) Citizenship or Place of Organization Nevada
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7) Sole Voting Power -0-
Number of
Shares Bene- ------------------------------------------------------
ficially 8) Shared Voting Power -0-
Owned by
Each Report- ------------------------------------------------------
ing Person 9) Sole Dispositive Power -0-
With
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10) Shared Dispositive Power -0-
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
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13) Percent of Class Represented by Amount in Row (11) -0-
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14) Type of Reporting Person (See Instructions) CO
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ITEM 1. SECURITY AND ISSUER
This Amendment No. 2 to Statement on Schedule 13D relates to the shares
of Common Stock, par value $0.01 per share (the "Shares") of AMERICAN REALTY
TRUST, INC., a Georgia corporation ("ART" or the "Issuer") and further amends
the original Statement on Schedule 13D as amended by Amendment No. 1 thereto
(the "Amended Statement") filed by and on behalf of the "Reporting Person"
described below. The principal executive offices of ART are located at 10670 N.
Central Expressway, Suite 600, Dallas, Texas 75231. The CUSIP number of the
Shares is 029177-40-9.
At Special Meetings of the stockholders of American Realty Trust, Inc.
("ART") and shareholders of National Realty, L.P., a Delaware limited
partnership ("NRLP"), held on March 21, 2000, the security holders of each
entity approved a proposal for a tax-free reorganization and combination of the
ownership of the two entities by consolidation with and into American Realty
Investors, Inc. ("ARL"). The consolidation was effectuated by closing on August
3, 2000, of separate mergers of ART and NRLP with and into wholly- owned
subsidiaries of ARL with the result that ART and NRLP became wholly-owned
subsidiaries of ARL with the securities of ART and NRLP converted into
securities of ARL. At such closing, effective August 3, 2000, ART stockholders
received 0.91 shares of ARL Common Stock in exchange for each share of ART
Common Stock held, and the NRLP Unitholders received one share of ARL Common
Stock for each Unit held. ART and NRLP each continue business operations as
wholly-owned subsidiaries of ARL with no change in management of the combined
entities or their properties. With the consummation of the transaction, the
"Reporting Person" (as defined in Item 2 below) ceased to be a holder of Shares.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(f) This Amendment No. 2 is being filed on behalf of One Realco
Corporation (formerly Davister Corp.), a Nevada corporation ("ORC"), which has
its principal executive offices located at 1600 Red Bud Boulevard, Suite 402,
McKinney, Texas 75609. ORC is also referred to herein as the "Reporting
Person."
The Reporting Person filed an Original Statement on Schedule 13D and
Amendments No. 1 thereto (all collectively the "Amended Statement"), Amendment
No. 1 of which was filed with respect to events occurring on December 8, 1998.
All items set forth in this Amendment No. 2 are in addition to the information
provided in the Amended Statement; accordingly, only the items which have
changed since the filing of Amendment No. 1 are the subject of this Amendment
No. 2. All information set forth in Item 2 of the Amended Statement as last
reflected by Amendment No. 1 thereto remains correct as of the date of this
Amendment No. 2, except that
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the name of the Reporting Person was changed to One Realco Corporation on
November 4, 1999.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(e) See Item 1 above for a description of the consolidation which
resulted in ART becoming a wholly-owned subsidiary of ARL effective August 3,
2000. The result of such transaction is that the Reporting Person ceased to be a
holder of the Shares and each Share was converted into the right to receive 0.91
shares of ARL Common Stock. Therefore, the date on which the Reporting Person
ceased to be the beneficial owner of more than 5% of the Shares was August 3,
2000.
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SIGNATURES
After reasonable inquiry and to the best of their respective knowledge
and belief, the undersigned certify that the information set forth in this
Amendment No. 2 to Statement on Schedule 13D is true, complete and correct.
Dated: August 18, 2000
ONE REALCO CORPORATION
(formerly Davister Corp.)
By: /s/ Ronald E. Kimbrough
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Ronald E. Kimbrough, Vice
President, Secretary and
Treasurer
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