SC 13D/A 1 sc13da.txt AMENDMENT NO. 38 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. 38) NATIONAL REALTY, L.P. (Name of Issuer) UNITS OF LIMITED PARTNERSHIP INTEREST ("Units") (Title of Class of Securities) 637-353-301 (CUSIP Number) ROBERT A. WALDMAN, 10670 N. CENTRAL EXPRESSWAY, SUITE 600, DALLAS, TEXAS 75231 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 31, 2000 (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 [ ]. 2 CUSIP NO. 637-353-301 PAGE 2 -------------------------------------------------------------------------------- 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons AMERICAN REALTY TRUST, INC. 54-0697989 -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ................................................................... (b) ................................................................... -------------------------------------------------------------------------------- 3) SEC Use Only ........................................................ -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) N/A -------------------------------------------------------------------------------- 5) Check 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 283,034 Number of Units -------------------------------------------------------------- Beneficially 8) Shared Voting Power -0- Owned by Each -------------------------------------------------------------- Reporting 9) Sole Dispositive Power 283,034 Person With ------------------------------------------------------------- 10) Shared Dispositive Power -0- -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 283,034 -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Units (See Instructions) ......................................................... -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 4.5% -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO -------------------------------------------------------------------------------- 3 CUSIP NO. 637-353-301 PAGE 3 -------------------------------------------------------------------------------- 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons BASIC CAPITAL MANAGEMENT, INC. 75-2332719 -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ................................................................... (b) ................................................................... -------------------------------------------------------------------------------- 3) SEC Use Only ........................................................... -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) W/C -------------------------------------------------------------------------------- 5) Check 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 824,210 Number of -------------------------------------------------------------- Units Beneficially 8) Shared Voting Power -0- Owned by -------------------------------------------------------------- Each Reporting 9) Sole Dispositive Power 824,210 Person -------------------------------------------------------------- With 10) Shared Dispositive Power -0- -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 824,210 -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Units (See Instructions) ................................................................ -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 13.0% -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO -------------------------------------------------------------------------------- 4 CUSIP NO. 637-353-301 PAGE 4 -------------------------------------------------------------------------------- 1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons ART HOLDINGS, INC. 75-2663476 -------------------------------------------------------------------------------- 2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ................................................................ (b) ................................................................ -------------------------------------------------------------------------------- 3) SEC Use Only .......................................................... -------------------------------------------------------------------------------- 4) Source of Funds (See Instructions) N/A -------------------------------------------------------------------------------- 5) Check 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 3,268,535 Number of -------------------------------------------------------------- Units Beneficially 8) Shared Voting Power -0- Owned by -------------------------------------------------------------- Each Reporting 9) Sole Dispositive Power 3,268,535 Person -------------------------------------------------------------- With 10) Shared Dispositive Power -0- -------------------------------------------------------------------------------- 11) Aggregate Amount Beneficially Owned by Each Reporting Person 3,268,535 -------------------------------------------------------------------------------- 12) Check if the Aggregate Amount in Row (11) Excludes Certain Units (See Instructions) ................................................................. -------------------------------------------------------------------------------- 13) Percent of Class Represented by Amount in Row (11) 51.7% -------------------------------------------------------------------------------- 14) Type of Reporting Person (See Instructions) CO -------------------------------------------------------------------------------- 5 NATIONAL REALTY, L.P. CUSIP NO. 637-353-301 ITEM 1. SECURITY AND ISSUER Item 1 is hereby amended to read as follows: This amendment relates to the Units of Limited Partner Interest (the "Units") of NATIONAL REALTY, L.P., a Delaware limited partnership (the "Partnership"), and amends the statement on Schedule 13D filed on October 15, 1999. The principal executive offices of the Partnership 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 ART Holdings, Inc. ("AHI") (collectively the "Reporting Persons"). ART, BCM, and AHI may be deemed to constitute a "person" within the meaning of Section 13 (d) of the Securities Exchange Act of 1934, as amended. BCM, who serves as the Advisor and is the largest shareholder of ART. AHI is a wholly- owned subsidiary of ART established for the sole purpose of holding record ownership of the Units beneficially owned by ART. This Amendment No. 38 to Schedule 13D is being filed due to a 2.0% increase in the total percentage of outstanding Units beneficially owned by the Reporting Persons as of May 31, 2000. On this date, the total percentage of the Units beneficially owned increased from 67.2%, as reported on the amended statement on Schedule 13D filed for October 15, 1999, to 69.2%. The increase was due to the purchase by BCM of Units on the open market as further disclosed in Items 3 and 5. (I) ART is a real estate investment company organized and existing as a Georgia corporation. 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 as of May 31, 2000:

5 6 Mr. Bagley's business address is 410 E. 17th Street, Denver, CO 80202. Mr. Bagley's present principal occupation is Partner, The Stone Pine Companies. Mr. Bagley 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 citizen of the United States of America. Ms. Currie's business address is 6617 Ridgeview Circle, Dallas, TX 75240. Ms. Currie's present principal occupation is Business Consultant. Ms. Currie is a citizen of the United States of America. Mr. Harris' business address is 2838 Woodside Street, Dallas, Texas 75204. Mr. Harris' present principal occupation is President of Energy Transfer Group, L.L.C. Mr. Harris 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 BCM. Mr. Blaha is a citizen 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 BCM. Mr. Holland 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. Johnson's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Johnson's present principal occupation is Executive Vice President-Residential Asset Management of BCM. Mr. Johnson is a citizen of the United States of America. Mr. Portman's business address is c/o Commerce International, Inc., 399 Central Avenue, 2nd Floor, Highland Park, Illinois 60035. Mr. Portman's present principal occupation is Chairman of Commerce International, Inc. Mr. Portman is a citizen of the United States of America. Mr. Starowicz's business address is 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. Mr. Starowicz's present principal occupation is Executive Vice President - Commercial Asset Management of BCM. Mr. Starowicz 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. (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 as of May 31, 2000 are as follows:

6 7

Information with respect to Messrs. Portman, Holland, Blaha, Johnson, Endendyk, Waldman and Starowicz is disclosed in (I) 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. (III) AHI is a corporation organized and existing under the laws of the State of Nevada. AHI is a wholly-owned subsidiary of ART. AHI's principal business activity is the holding of record ownership of Units beneficially owned by ART. Its principal place of business and principal office is located at 10670 North Central Expressway, Suite 600, Dallas, Texas 75231. The directors and executive officers of AHI as of May 31, 2000 are as follows:

Information with respect to Messrs. Portman,Blaha, Holland and Waldman is disclosed in (I) above. 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 7 8 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/Unit Ownership The following tables show the Units owned directly and beneficially by the Reporting Persons on the date of this statement:

(1) Percentage calculations are based upon 6,321,524 Units outstanding at May 31, 2000. Total and addends may not match due to rounding. (2) May be deemed to be a beneficial owner of the Units 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 Units held directly by BCM by virtue of the relationship to the BCM described in Item 2. (4) May be deemed to be a beneficial owner of the Units held directly by AHI by virtue of the relationship to AHI described in Item 2. 8 9 (b) Voting and Dispositive Power Each of the directors of ART share voting and dispositive power over the 283,034 Units held by ART. Each of the directors of BCM share voting and dispositive power over the 824,210 Units held by BCM. Each of the directors of AHI exercise voting and dispositive power over the 3,268,535 Units held by AHI. (c) Transactions in Securities The following table lists the purchase transactions in the Units that were effected by the Reporting Persons since the last Amendment filing.

* Purchase transactions were effected by either ART or AHI. 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 2,450 Units to Bear Stearns, pledged 5,000 Units to Chase HQ, pledged 8,700 Units to Dain Rausher, pledged 10,000 Units to Deutsche Bank Securities, pledged 4,000 Units to First Southwest, pledged 30,100 Units to J.C. Bradford, pledged 400 Units to Morgan Keegan, pledged 166,184 Units to Morgan Stanley Dean Witter, pledged 4,000 Units to Raymond James, pledged 2,000 Units to Southland Securities and pledged 200 Units to Stifel Nicolaus in stock margin accounts maintained by it with such brokers. ART has pledged 50,000 Units to David Morgan pursuant to a loan agreement with Bank One. AHI has pledged 1,013,535 Units to Bear Sterns, pledged 400,000 Units to Citicorp Investments, pledged 500,000 Units to Dreyfus Investments, pledged 115,000 Units to First Bank & Trust, pledged 200,000 Units to First Equity of Florida, pledged 500,000 Units to First Securities Van Kasper, pledged 100,000 Units to Interfirst, pledged 100,000 Units to J.B. Hanauer and pledged 100,000 Units to Morgan Stanley Dean Witter in stock margin accounts maintained by it with such brokers. AHI has pledged 120,000 Units to David Morgan pursuant to a loan agreement with Perelman Carley and has pledged 120,000 Units to David Morgan pursuant to a loan agreement with Legg Mason. 9 10 BCM has pledged 61,500 Units to Advest, pledged 11,100 Units to Ameritrade; pledged 6,000 Units to Baird, pledged 225,780 Units to Bear Stearns, pledged 700 Units to Burke, Christensen & Lewis, pledged 5,000 Units to Chase, pledged 21,800 Units to Cutter & Co., pledged 12,600 Units to Dain Rausher, pledged 12,500 Units to First Southwest, pledged 13,200 Units to First Union, pledged 5,000 Units to Hobbs Melville, pledged 3,200 Units to Interfirst, pledged 25,900 Units to J.C. Bradford, pledged 10,000 Units to Morgan Keegan, pledged 281,200 Units to Morgan Stanley Dean Witter, pledged 15,430 Units to Paine Webber, pledged 1,800 Units to Raymond James, pledged 9,990 Units to Regions Investments, pledged 86,100 Units to Southland Securities and pledged 500 Units to Southwest Securities in stock margin accounts maintained by it with such brokers. BCM has pledged 15,000 Units to David Morgan pursuant to a loan agreement with Legg Mason. 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: June 28, 2000 AMERICAN REALTY TRUST, INC. By: /s/ Karl L. Blaha -------------------------------- Karl L. Blaha President BASIC CAPITAL MANAGEMENT, INC. By: /s/ Karl L. Blaha -------------------------------- President ART HOLDINGS, INC. By: /s/ Karl L. Blaha -------------------------------- President 10

NATIONAL REALTY L P SC 13D/A