1 FORM 8-A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES AND EXCHANGE ACT OF 1934 AMERICAN REALTY TRUST, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) Georgia 54-0697989 (STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.) 10670 North Central Expressway Suite 300 Dallas, Texas 75231 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED Series F Cumulative Convertible Preferred Stock New York Stock Exchange $2.00 Par Value Per Share IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL INSTRUCTION A.(c), CHECK THE FOLLOWING BOX. [X] IF THIS FORM RELATES TO THE REGISTRATION OF A CLASS OF SECURITIES PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT AND IS EFFECTIVE PURSUANT TO GENERAL INSTRUCTION A.(d), CHECK THE FOLLOWING BOX. [ ] SECURITIES ACT REGISTRATION STATEMENT FILE NUMBERS TO WHICH THIS FORM RELATES: Commission File No. 333-43777 Commission File No. 333-64723 Commission File No. 333-21583 SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT: N/A ---------------------- (TITLE OF CLASS) N/A ---------------------- (TITLE OF CLASS) 2 INFORMATION REQUIRED IN REGISTRATION STATEMENT ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED. The Description of the registrant's Series F Cumulative Convertible Preferred Stock, par value $2.00 per share (the "Series F Shares"), to be registered hereunder is incorporated by reference from the description of such shares contained in the Prospectus included in the registrant's Registration Statement on Form S-4 (Commission File No. 333-43777), as amended, originally filed on January 6, 1998, under the following captions: Summary of Terms; Description of ART Preferred Shares; and Description of the Capital Stock of ART; ART Preferred Shares. This registration statement will incorporate by reference the description of the Series F Shares contained in any prospectus or supplement related to such shares subsequently filed pursuant to Rule 424(b) of the Securities Act of 1933, as amended. ITEM 2. EXHIBITS The information required by this item is incorporated by reference to Exhibits 3.1, 3.2, 3.5, 3.12, 3.16 and 4.1 to the Registration Statement, as amended. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. AMERICAN REALTY TRUST, INC. June 17, 1999 By: /s/ Karl L. Blaha ----------------------------------- Karl L. Blaha President (Principal Executive Officer)