<PAGE> 1
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) July 25, 1997
----------------------------
Tarragon Realty Investors, Inc.
(Exact name of registrant as specified in its charter)
California 0-8003 94-2432628
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
3100 Monticello, Suite 200, Dallas, Texas 75205
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (214) 599-2200
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. OTHER EVENTS.
As previously reported on Current Report on Form 8-K for event
occurring July 10, 1997 (filed August 19, 1997), Tarragon Realty Investors,
Inc. ("TRII" or the "Registrant"), a Nevada corporation, automatically
succeeded by operation of law to all of the assets, rights, duties, liabilities
and obligations of Vinland Property Corporation as the successor to Vinland
Property Trust (the "Trust") upon the effectiveness of Articles of Merger of
Vinland Property Corporation into TRII as filed with and approved by the
Secretary of State of Nevada on July 25, 1997 (the "Merger"). Such transaction
occurred following the approval of a proposal to change the name of, and
convert Vinland Property Trust from a California business trust into a Nevada
corporation through the "Incorporation Procedure" described in a Proxy
Statement/Prospectus dated June 6, 1997 for the Annual Meeting of Shareholders
held on July 10, 1997. Prior to such Merger, TRII had no business, assets or
liabilities of any consequence and no operating history. TRII's fiscal year is
the calendar year, but the fiscal year of Vinland Property Trust previously
ended on November 30 of each year. Although disclosure of such differential in
fiscal years was made in the Proxy Statement/Prospectus dated June 6, 1997, for
convenience of reference and in an abundance of caution to ensure that such
change in fiscal year end (which resulted automatically pursuant to the Merger)
is called to the attention of shareholders, the Securities and Exchange
Commission and other interested persons, TRII is filing this Current Report on
Form 8-K to report such event. Without any special action being required on
the part of the governing Board of Trustees of Vinland Property Trust, a change
in the fiscal year end has occurred by operation of law pursuant to such Merger
which has changed the fiscal year end from November 30 to December 31 for the
operating enterprise which now comprises the business and assets of TRII.
Item 8. CHANGE IN FISCAL YEAR
See Item 5 "Other Events" above for a description of the automatic
change of fiscal year end of the operating enterprise previously known as
Vinland Property Trust to the calendar year for the ultimate
successor-in-interest TRII. The date of determination of such change occurred
automatically through the effectuation of the Merger which became effective on
July 25, 1997. The date of the new fiscal year end is December 31 and the form
on which the report covering the transition period will be filed will be a Form
10-Q Quarterly Report for the four months and ten months ended September 30,
1997.
<PAGE> 3
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 by
the undersigned hereunto duly authorized.
Dated October 28, 1997 TARRAGON REALTY INVESTORS, INC.
(Registrant)
By: /s/ ROBERT C. IRVINE
-------------------------------
Robert C. Irvine, Executive
Vice President and Chief
Financial Officer
