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FORM 8-B
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION OF SECURITIES OF CERTAIN SUCCESSOR ISSUERS
FILED PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
Tarragon Realty Investors, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 94-2432628
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(State or other Jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3100 Monticello, Suite 200, Dallas, Texas 75205
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(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 registered each class is to be registered
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, Par Value $0.01 per share
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(Title of class)
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(Title of class)
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ITEM 1. GENERAL INFORMATION.
Tarragon Realty Investors, Inc. was incorporated by the filing
of Articles of Incorporation in the State of Nevada on April 2, 1997.
ITEM 2. TRANSACTION OF SUCCESSION.
Vinland Property Trust ("Vinland" or the "Trust"), a California real
estate investment trust had its shares of beneficial interest, no par value,
registered pursuant to Section 12(g) of the Securities Exchange Act of 1934.
Pursuant to a Proxy Statement/Prospectus dated June 6, 1997, the Trust proposed
to its shareholders at the Annual Meeting held on July 10, 1997 a proposal to
change the name of, and convert the Trust from, a California business trust
into a Nevada corporation through the "Incorporation Procedure," described in
such Proxy Statement/Prospectus. Such proposal was distributed to the
shareholders of the Trust who, at the Annual Meeting of such shareholders on
July 10, 1997, approved the proposal by a vote in excess of 59% in favor. The
Incorporation Procedure was implemented and resulted in the transaction of
succession which created Tarragon Realty Investors, Inc. as the ultimate
successor-in-interest to the Trust with each of the shareholders of the Trust
prior to the commencement of the Incorporation Procedure becoming shareholders
of Tarragon Realty Investors, Inc. on a one-for-one exchange basis.
A simplified explanation of the "Incorporation Procedure" is the Trust
was incorporated in California pursuant to Section 200.5 of the California
Corporation Code under the name Vinland Property Corporation on July 22, 1997
(the "California Corporation") and the California Corporation (as the immediate
successor to the Trust) was then merged with and into a wholly-owned Nevada
subsidiary corporation (the "Merger") named Tarragon Realty Investors, Inc. on
July 25, 1997 with the Nevada Corporation being the survivor to such Merger.
The Board of Trustees of the Trust caused the Nevada Corporation to be
organized in Nevada under the name Tarragon Realty Investors, Inc. by the
filing on April 2, 1997 of Articles of Incorporation. Prior to the Merger, such
Nevada Corporation had no significant business, assets or liabilities of any
consequence and no operating history. Under Section 200.5 of the California
Corporation Code, which governs the process of incorporating a business trust,
following the approval of the affirmative vote of a majority of the outstanding
shares of beneficial interest, such existing trust may then file articles of
incorporation with a certificate attached, signed by certain officers of that
trust stating that the incorporation of the association has been approved by
the trustees and the required vote of shareholders and upon the filing of
articles of incorporation pursuant to that section, the resulting California
Corporation succeeded automatically to all the rights and properties of the
Trust and became subject to all of The Trust's debts and liabilities in the
same manner as if the California Corporation had itself incurred them. The four
trustees of the Trust constituted the initial directors of the California
Corporation and the Nevada Corporation and all rights of creditors
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and all liens upon property of the Trust were preserved unimpaired. Any action
or proceeding pending by or against the Trust may continue to be prosecuted at
judgment, which shall bind the California Corporation or the California
Corporation may proceed against or be substituted in its place. Following the
incorporation of the Trust into the California Corporation, the Merger was
accomplished by Articles of Merger and a Plan of Merger filed in the States of
California and Nevada on July 25, 1997. The surviving corporation (in this
instance Tarragon Realty Investors, Inc., the Nevada Corporation)
automatically, by operation of law, succeeded to all of the assets, rights,
duties, liabilities and obligations of the California Corporation (as successor
to the Trust) upon the effectiveness of the Merger on July 25, 1997. Pursuant
to the Merger, each share of beneficial interest of the Trust issued and
outstanding has been deemed converted into one validly issued, fully paid and
nonassessable share of common stock, par value $0.01 per share of Tarragon
Realty Investors, Inc.
ITEM 3. SECURITIES TO BE REGISTERED.
Tarragon Realty Investors, Inc. is authorized by its Articles
of Incorporation to issue up to 20,000,000 shares of Common Stock,
par value $0.01 per share. Of such amount, as of July 31, 1997,
there were 1,334,750 shares of Common Stock issued and outstanding
and no shares were held by Tarragon Realty Investors, Inc. as
treasury stock. The CUSIP number of the shares of Common Stock of
Tarragon Realty Investors, Inc. is 876287-10-3.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
Outstanding Shares; Reservations
Tarragon Realty Investors, Inc.'s authorized capital stock consists of
20,000,000 shares of Common Stock, par value $0.01 per share and 10,000,000
shares of Special Stock, par value $0.01 per share. The Board of Directors of
Tarragon Realty Investors, Inc. (the "Company") has the authority to fix or
establish by resolution the voting power, dividend rate, liquidation preference
and rights and qualifications, limitations or restrictions of any class or
series of Special Stock. As of July 31, 1997, no shares of Special Stock were
issued and outstanding and no series of such Special Stock had been designated.
General
The Common Stock has no conversion, redemption, preemptive or
subscription rights. The holders of Common Stock are entitled to share, pro
rata, in accordance with the number of shares held by them, and such dividends
as may be declared, from time to time, by the Board of Directors out of funds
legally available therefor. Any such dividends are payable after all dividends,
current and accrued, shall have been paid or declared and set apart for payment
of any then outstanding shares of various series of Special Stock, to the
extent that the Board of Directors shall have directed the dividends on such
Special Stock shall be paid or declared and set
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apart for payment before payment or setting apart for payment of dividends on
the Common Stock. All shares of Common Stock presently issued and outstanding
are fully paid and nonassessable.
Rights of Liquidation
Upon liquidation, dissolution or winding up of the Company, the
holders of Common Stock are entitled to receive out of the assets of the
Company, after the payment of all debts and liabilities and the amounts of
preference, if any, for each outstanding share of Special Stock, all remaining
assets of the Company, pro rata, in proportion to the number of shares of
Common Stock held by them.
Voting Rights
Each share of Common Stock is entitled to one vote for all purposes in
all matters submitted to the stockholders. Cumulative voting in the election of
directors is not authorized by the Articles of Incorporation by the Company.
Similarly, there are no redemption rights, sinking fund provisions or rights of
conversion with respect to the Common Stock and the holders of Common Stock do
not have any preemptive rights to acquire additional shares of Common Stock.
Board of Directors
The Articles of Incorporation of the Company sets the initial number
of directors at four. The exact number of directors may be fixed or changed by
the affirmative vote of a majority of the entire Board of Directors, from time
to time, within the limits set by the Articles of Incorporation which are that
the Board of Directors shall consist of not fewer than three nor more than 15
directors. Any vacancy on the Board of Directors may be filled by a vote of the
majority of the directors then in office or by a sole remaining director.
Directors are to be elected annually by a plurality of the votes at a meeting
called for that purpose. However, under Article Eleventh of the Articles of
Incorporation, each director of the Board may be removed only by the
affirmative vote of the holders of not less than two-thirds of the outstanding
stock then entitled to vote for the election of such director.
Article Seventeenth of the Articles of Incorporation (the "Bylaw
Amendment Provision") expressly authorizes the Nevada Corporation's Board of
Directors to make, adopt, alter, amend, change or repeal the Nevada
Corporation's Bylaws. The Bylaw Amendment Provision further states that the
stockholders of Tarragon Realty Investors, Inc. may not make, adopt, alter,
amend, change or repeal the Bylaws except upon the affirmative vote of the
holders of not less than 75% of the outstanding stock then entitled to vote
thereon. This super majority provision could enable the holders of only 26% of
the Common Stock to prevent other holders of the Common Stock who do not
approve of certain provisions of the Bylaws from amending or repealing such
provisions. The provision would prevent a purchaser who acquires a majority of
the shares of
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the Common Stock from adopting Bylaws that are not in the best interest of the
minority stockholders or repealing Bylaws that are in such stockholders'
interest. Article Seventeenth of the Articles of Incorporation also requires
the affirmative vote of at least 75% of the voting Common Stock to alter, amend
or repeal the Bylaw Amendment Provision and certain other provisions unless a
majority of the members of the Board of Directors approves such alteration,
amendment or repeal. Such "super majority" provisions may make it more
difficult for stockholders to make changes in the Articles of Incorporation,
including changes designed to enable holders of a majority of the Common Stock
to obtain control over the corporation.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(b) Exhibits. The following are filed herewith as exhibits or
incorporated by reference as indicated below:
EXHIBIT
DESIGNATION DESCRIPTION OF EXHIBIT
3.1 Articles of Incorporation of Vinland
Property Corporation as filed with and
endorsed by the Secretary of State of
California on July 22, 1997
(incorporation by reference is made to
Exhibit 3.1 to Form 8-K of Tarragon
Realty Investors, Inc. for event
reported July 10, 1997).
3.2 Articles of Incorporation of Tarragon
Realty Investors, Inc. filed with and
approved by the Secretary of State of
Nevada on April 2, 1997 (incorporation
by reference is made to Exhibit 3.2 to
Form 8-K of Tarragon Realty Investors,
Inc. for event reported July 10, 1997).
3.3 Bylaws of Tarragon Realty Investors,
Inc. as adopted April 3, 1997
(incorporation by reference is made to
Exhibit 3.3 to Form 8-K of Tarragon
Realty Investors, Inc. for event
reported July 10, 1997).
3.4 Agreement and Plan of Merger of Vinland
Property Corporation and Tarragon
Realty Investors, Inc. dated July 24,
1997 (incorporation by reference is
made to Exhibit 3.4 to Form 8-K of
Tarragon Realty Investors, Inc. for
event reported July 10, 1997).
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EXHIBIT
DESIGNATION DESCRIPTION OF EXHIBIT
3.5 Articles of Merger of Vinland Property
Corporation into Tarragon Realty
Investors, Inc. as filed with and
approved with the Secretary of State in
Nevada July 25, 1997 (incorporation by
reference is made to Exhibit 3.5 to
Form 8-K of Tarragon Realty Investors,
Inc. for event reported July 10, 1997).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this application for registration
to be signed on its behalf by the undersigned, thereunto duly authorized.
Dated: August 19, 1997 TARRAGON REALTY INVESTORS, INC.
By: /s/ ROBERT C. IRVINE
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Robert C. Irvine, Executive
Vice President and Chief
Financial Officer
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