-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KRF5/kOZpSqLRZbfHDc6NfwfvDZxXLniFJNmz+e9rBVkUN5yZak4r3ZJfoAHWhAX ONTmRE0a4o6su/N3rCexng== 0000950134-97-000644.txt : 19970225 0000950134-97-000644.hdr.sgml : 19970225 ACCESSION NUMBER: 0000950134-97-000644 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970204 SROS: NASD GROUP MEMBERS: AMERICAN REALTY TRUST INC ET AL GROUP MEMBERS: BASIC CAPITAL MANAGEMENT, INC. GROUP MEMBERS: CONTINENTAL MORTGAGE & EQUITY TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INCOME OPPORTUNITY REALTY INVESTORS INC /TX/ CENTRAL INDEX KEY: 0000949961 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 752615944 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45693 FILM NUMBER: 97517026 BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRSWY STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 MAIL ADDRESS: STREET 1: 10670 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75231 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN REALTY TRUST INC ET AL CENTRAL INDEX KEY: 0000827165 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE OPERATORS (NO DEVELOPERS) & LESSORS [6510] IRS NUMBER: 540697989 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRESSWAY STREET 2: STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 214-692-47 MAIL ADDRESS: STREET 1: 10670 N CENTRAL EXPRESSWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75231 SC 13D/A 1 AMENDMENT NO 16 TO SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 16)* 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) January 10, 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). 2 SCHEDULE 13D CUSIP NO. 452-926-108 PAGE 2 OF 14 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 450,202 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY - 0 - ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 450,202 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH - 0 - - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 450,202 - -------------------------------------------------------------------------------- 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. 3 SCHEDULE 13D CUSIP NO. 452-926-108 PAGE 3 OF 14 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 47,850 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 47,850 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH -0- - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 47,850 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.1% - -------------------------------------------------------------------------------- 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. 4 SCHEDULE 13D CUSIP NO. 452-926-108 PAGE 4 OF 14 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 - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 341,500 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY -0- ------------------------------------------------ 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. 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 October 16, 1996. 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 39.5% 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 investment 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:
Name Position(s) - ---- ----------- Oscar W. Cashwell Director Al Gonzalez Director Karl L. Blaha Director Dale A. Crenwelge Director Roy E. Bode Director Karl L. Blaha President
5 6
Name Position(s) - ---- ----------- Thomas A. Holland Executive Vice President and Chief Financial Officer Randall M. Paulson Executive Vice President Bruce A. Endendyk Executive Vice President Mark W. Branigan Senior Vice President - Residential Asset Management Lynn W. Humphries Senior Vice President - Commercial Asset Management Robert A. Waldman Senior Vice President, Secretary and General Counsel Drew D. Potera Vice President and Treasurer
Mr. Cashwell's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Cashwell's present principal occupation is a real estate consultant of 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. Blaha's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Blaha's present principal occupation is President of ART. Mr. Blaha is a citizen of the United States of America. Mr. Crenwelge's business address is PO Box 717, 527 Highway 27, Comfort, Texas 78013. 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. 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 ART. Mr. Holland is a citizen of the United States of America. 6 7 Mr. Paulson's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Paulson's present principal occupation is Executive Vice President of BCM. Mr. Paulson 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. 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. Branigan is a citizen of the United States of America. Mr. Humphries' business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Humphries' present principal occupation is Senior Vice President, Commercial Asset Management of BCM. Mr. Humphries 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, Treasurer and Securities Manager 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:
Name Position(s) - ---- ----------- Ryan T. Phillips Director Mickey Ned Phillips Director
7 8
Name Position(s) - ---- ----------- Randall M. Paulson President Thomas A. Holland Executive Vice President and Chief Financial Officer Clifford C. Towns, Jr. Executive Vice President, Finance Bruce A. Endendyk Executive Vice President Cooper B. Stuart Executive Vice President Mark W. Branigan Executive Vice President - Residential Asset Management Lynn W. Humphries Senior Vice President, Commercial Asset Management Dan S. Allred Senior Vice President Robert A. Waldman Senior Vice President, General Counsel and Secretary Drew D. Potera Vice President, Treasurer and Securities Manager
Information with respect to Messrs. Paulson, Endendyk, Holland, Branigan, Humphries, 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. 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. 8 9 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 investments 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. The following is a list of each executive officer and director of TCI:
Name Position(s) with TCI - ---- -------------------- Ted P. Stokely Director Martin L. White Director Edward G. Zampa Director Edward L. Tixier Director Randall M. Paulson President Bruce A. Endendyk Executive Vice President Thomas A. Holland Executive Vice President and Chief Financial Officer Mark W. Branigan Senior Vice President - Residential Asset Management Lynn W. Humphries Senior Vice President - Commercial Asset Management Robert A. Waldman Senior Vice President, Secretary and General Counsel Drew D. Potera Vice President, Treasurer and Securities Manager
Information with respect to Messrs. Paulson, Holland, Branigan, Humphries, Endendyk, Holland, Waldman and Potera is disclosed in (I), (II) and (III) 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. 9 10 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. 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. 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. 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
Number of Percent of Name Shares Class (1) - ---- --------- --------- ART 450,202 29.6% BCM 47,850 3.1% TCI 341,500 22.5% TOTAL 839,552 55.3%
10 11 Shares owned Beneficially -------------------------
Number of Percent of Name Shares Class (1) - ---- --------- ----------- ART 450,202 29.6% BCM 47,850 2.1% TCI 341,500 22.5% Al Gonzalez (2) 450,202 29.6% Dale A. Crenwelge (2) 450,202 29.6% Roy E. Bode (2) 450,202 29.6% Oscar W. Cashwell (2)(3) 498,052 32.8% Karl L. Blaha (2) 450,202 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 839,552 55.3%
(1) Percentage calculations are based upon 1,519,466 Shares outstanding at November 1, 1996. 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 450,202 Shares held by ART. The directors of BCM have voting and dispositive power over the 47,850 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. 11 12
Reporting Number Price Type of Person Date of Shares Per Share Transaction - --------- ---- --------- --------- ----------- BCM 10/07/96 500 $10.125 Open Market BCM 10/10/96 200 $10.125 Open Market BCM 10/11/96 100 $10.125 Open Market ART 10/11/96 200 $10.125 Open Market ART 10/14/96 200 $10.125 Open Market ART 10/16/96 700 $10.000 Open Market ART 10/16/96 200 $ 9.875 Open Market ART 10/16/96 6600 $ 9.625 Open Market BCM 10/23/96 1200 $10.125 Open Market BCM 10/24/96 100 $10.125 Open Market BCM 10/25/96 300 $10.125 Open Market BCM 10/28/96 400 $10.125 Open Market BCM 10/30/96 400 $10.125 Open Market BCM 10/31/96 200 $10.125 Open Market BCM 11/01/96 500 $10.125 Open Market BCM 11/04/96 1000 $10.125 Open Market BCM 11/04/96 100 $10.000 Open Market BCM 11/06/96 900 $10.125 Open Market BCM 11/07/96 700 $10.125 Open Market BCM 11/11/96 400 $10.125 Open Market BCM 11/12/96 400 $10.125 Open Market BCM 11/20/96 500 $10.125 Open Market BCM 11/21/96 100 $10.125 Open Market BCM 12/02/96 400 $10.125 Open Market BCM 12/03/96 300 $10.125 Open Market ART 12/05/96 200 $10.125 Open Market ART 12/06/96 300 $10.125 Open Market ART 12/09/96 100 $10.125 Open Market ART 12/10/96 100 $10.125 Open Market ART 12/11/96 600 $10.375 Open Market ART 12/12/96 200 $10.500 Open Market BCM 12/12/96 3500 $10.625 Open Market ART 12/13/96 500 $10.500 Open Market ART 12/16/96 100 $10.500 Open Market BCM 12/16/96 600 $10.500 Open Market BCM 12/18/96 200 $10.500 Open Market BCM 12/19/96 300 $10.500 Open Market BCM 12/20/96 600 $10.500 Open Market BCM 12/23/96 1300 $10.750 Open Market BCM 12/24/96 300 $10.750 Open Market BCM 12/26/96 1000 $10.750 Open Market BCM 12/27/96 100 $11.000 Open Market BCM 12/30/96 300 $10.750 Open Market BCM 12/30/96 200 $11.500 Open Market ART 01/10/97 200 $11.625 Open Market
12 13 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 18,100 shares to Alex Brown (NY), pledged 8,000 shares to Arnold Sec., pledged 400 shares to Baker & Co., pledged 4,000 shares to Interfirst Capital Corporation, pledged 32,400 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 18,288 shares to Dean Witter, pledged 4,000 shares to Equitable, pledged 4,200 shares to First Southwest, pledged 22,000 shares to Global Strategies, pledged 17,280 shares to Goldman Sachs, pledged 21,800 shares to Hambrecht & Quist, pledged 6,000 shares to Legg Mason (TX), pledged 6,000 shares to May Financial, pledged 32,200 shares to McDonald & Company, pledged 3,400 shares to Montgomery, pledged 12,300 shares to Mutual Sec., pledged 41,934 shares to NationsBanc Cap., pledged 10,000 shares to Nationwide Securities, pledged 13,000 shares to Olde, 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, pledged 28,350 shares to United Pacific Bank, and pledged 15,200 shares to Wedbush Morgan in stock margin accounts maintained by it with such brokers. BCM has pledged 2,000 shares to The Advisors Group, pledged 6,000 shares to Alex Brown (NY), pledged 2,000 shares to Baker & Co., pledged 2,000 shares to Boatmen's, pledged 2,000 shares to Brown & Co., pledged 9,700 shares to Chase Securities, pledged 2,000 shares to Chatfield Dean, pledged 4,000 shares to CJ Lawrence, pledged 400 shares to Dean Witter, pledged 6,000 shares to Hambrecht & Quist, pledged 4,000 shares to Legg Mason (TX), pledged 500 shares to NationsBanc Cap., pledged 1,450 shares to Olde, pledged 400 shares to The Principal, pledged 400 shares to Raymond James, and pledged 5,000 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. 13 14 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: January 27, 1997 AMERICAN REALTY TRUST, INC. By: /s/ Karl L. Blaha -------------------------------- Karl L. Blaha, President BASIC CAPITAL MANAGEMENT, INC. By: /s/ Drew D. Potera, -------------------------------- Drew D. Potera, Vice President and Treasurer TRANSCONTINENTAL REALTY INVESTORS, INC. By: /s/ Drew D. Potera -------------------------------- Drew D. Potera, Vice President and Treasurer 14 -----END PRIVACY-ENHANCED MESSAGE-----