<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 10, 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
- --------------------------------------------------------------------------------
formerly Vinland Property Trust and Vinland Property Corporation
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. OTHER EVENTS.
Pursuant to a Proxy Statement/Prospectus dated June 6, 1997, Vinland
Property Trust (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.
A simplified explanation of the "Incorporation Procedure" is that 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
successor to the Trust) was then merged with and into a wholly-owned Nevada
subsidiary corporation (the "Merger") 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 the Articles of
Incorporation pursuant to that section, the resulting California Corporation
succeeded automatically to all of 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 current four
trustees of the Trust constituted the initial directors of the California
Corporation and the Nevada Corporation and all rights of creditors 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 be proceeded against or substituted in its place. Under
Section 200.5(e) the filing for record in the office of the county recorder of
any county in the State of California in which any of the real property of any
such trust is located and a copy of the Articles of Incorporation certified by
the Secretary of State is to evidence record ownership in the California
Corporation of all interest of the association in and to the real property
located in that county.
1
<PAGE> 3
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.
Following completion of such Merger, the Articles of Incorporation and
Bylaws of Tarragon Realty Investors, Inc. remain the Articles of Incorporation
and Bylaws of the surviving corporation. The directors and officers of
Tarragon Realty Investors, Inc. immediately prior to the effective time of the
Merger remain the directors and officers of the surviving corporation; such
directors were also the members of the Board of Trustees of the Trust prior to
commencement of the Incorporation Procedure. Pursuant to the Merger, each
share of beneficial interest of the Trust issued and outstanding prior to the
Merger has been deemed converted into one validly issued, fully paid and non-
assessable share of Tarragon Realty Investors, Inc. Common Stock. The CUSIP
number of the shares of Common Stock of Tarragon Realty Investors, Inc. is
876287-10-3.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits. The following are filed herewith as
exhibits or incorporated by reference as indicated below:
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF
DESIGNATION EXHIBIT
<S> <C>
*3.1 Articles of Incorporation of Vinland Property
Corporation as filed with and approved by the
Secretary of State of California on July 22, 1997.
</TABLE>
2
<PAGE> 4
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION OF
DESIGNATION EXHIBIT
<S> <C>
*3.2 Articles of Incorporation of Tarragon Realty
Investors, Inc. as filed with and approved by the
Secretary of State of Nevada on April 2, 1997.
(Incorporated by reference to Exhibit 3.5 of the
Registrant's Registration Statement No. 333-25739 on
Form S-4 filed with the Securities and Exchange
Commission on April 24, 1997.)
3.3 Bylaws of Tarragon Realty Investors, Inc.
(Incorporated by reference to Exhibit 3.6 of the
Registrant's Registration Statement S-4 No. 333-
25739 on Form S-4 filed with the Securities and
Exchange Commission on April 24, 1997.)
*3.4 Agreement and Plan of Merger of Vinland Property
Corporation and Tarragon Realty Investors, Inc.
dated July 24, 1997.
*3.5 Articles of Merger of Vinland Property Corporation
into Tarragon Realty Investors, Inc. as filed with
and approved by the Secretary of State of Nevada on
July 25, 1997.
</TABLE>
- -----------------------
* Filed herewith.
3
<PAGE> 5
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 August 15, 1997 TARRAGON REALTY INVESTORS, INC.
(Registrant)
By: /s/ ROBERT C. IRVINE
-----------------------------------------
Robert C. Irvine, Executive
Vice President and Chief
Financial Officer
4
<PAGE> 6
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
<S> <C>
3.1 Articles of Incorporation of Vinland Property Corporation as filed with and approved by the Secretary
of State of California on July 22, 1997.
3.4 Agreement and Plan of Merger of Vinland Property Corporation into Tarragon Realty Investors, Inc. dated
July 24, 1997.
3.5 Articles of Merger of Vinland Property Corporation into Tarragon Realty Investors, Inc. as filed with
and approved by the Secretary of State of Nevada on July 25, 1997.
</TABLE>
<PAGE> 1
EXHIBIT 3.1
[STATE OF CALIFORNIA LOGO]
SECRETARY OF STATE
I, BILL JONES, Secretary of State of the State of California, hereby
certify:
That the attached transcript has been compared with the record on file
in this office, of which it purports to be a copy, and that it is full, true
and correct.
IN WITNESS WHEREOF, I execute
this certificate and affix
the Great Seal of the State
of California this
July 23, 1997
---------------------------
[SEAL] /s/ BILL JONES
---------------------------
Secretary of State
<PAGE> 2
ENDORSED
FILED
In the office of the Secretary of
State of the State of California
July 22 1997
/s/ BILL JONES
---------------------------------
BILL JONES, Secretary of State
ARTICLES OF INCORPORATION
OF
VINLAND PROPERTY CORPORATION
The undersigned natural persons of full age, as incorporators and as
the appropriate officers pursuant to Section 200.5(c) of the General
Corporation Law of the State of California, in order to form a corporation for
the purposes hereinafter stated, under and pursuant to the provisions of the
Corporations Code of the State of California, do hereby adopt the following
Articles of Incorporation.
ARTICLE I
Vinland Property Trust, an existing unincorporated association, is
being incorporated by the filing of these Articles of Incorporation pursuant to
Section 200.5 of the California General Corporation Law.
ARTICLE II
The name of this corporation is Vinland Property Corporation.
ARTICLE III
The existence of this corporation shall be perpetual.
ARTICLE IV
The purpose of this corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of California other than the banking business, the trust company business
or the practice of a profession permitted to be incorporated by the California
Corporations Code.
ARTICLE V
The name of this corporation's initial agent for service of process in
the State of California is CT Corporation System, a Delaware corporation.
1
<PAGE> 3
ARTICLE VI
(a) The total number of shares of all classes which the
corporation shall have authority to issue is 30,000,000 shares, of which
20,000,000 shares, par value $0.01 per share, shall be of a class designated
"Common Stock" and 10,000,000 shares, par value $0.01 per share, shall be of a
class designated "Special Stock."
(b) The Special Stock may be divided into such number of series as
the Board of Directors may determine. The Board of Directors is authorized to
determine and alter the rights, preferences, privileges, and restrictions
granted to and imposed upon any wholly unissued series of Special Stock, and to
fix the number of shares of any series of Special Stock and the designation of
any such series of Special Stock. The Board of Directors, within the limits
and restrictions stated in any resolution or resolutions of the Board of
directors originally fixing the number of shares constituting any series, may
increase or decrease (but not below the number of shares of such series then
outstanding) the number of shares of any series subsequent to the issue of
shares of that series.
(c) Except as otherwise specifically required by law or as
specifically provided in any resolution of the Board of Directors providing for
the issuance of any particular series of Special Stock, the exclusive voting
power of the corporation shall be vested in the Common Stock of the
corporation. Except as otherwise provided in these Articles of Incorporation,
each share of Common Stock shall entitle the holder thereof to one vote at all
meetings of the shareholders of the corporation.
ARTICLE VII
(a) The business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board of Directors.
(b) Whenever the holders of any one or more series of Special
Stock issued by the Corporation shall have the right, voting separately or by
class or series, to elect directors at an annual or special meeting of
shareholders, the election, term of office, filling of vacancies and other
features of such directorships shall be governed by the terms of these Articles
of Incorporation or the resolution or resolutions adopted by the Board of
Directors pursuant to Article VI applicable thereto.
2
<PAGE> 4
ARTICLE VIII
(a) The liability of directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under California
law.
(b) The corporation is authorized to provide indemnification of
agents (as defined in Section 317 of the California Corporations Code) through
Bylaw provisions, agreements with agents, vote of shareholders or disinterested
directors or, otherwise, to the fullest extent permissible under California
law.
(c) Any amendment, repeal or modification of any provision of this
Article VIII shall not adversely affect any right or protection of an agent of
this corporation existing at the time of such amendment, repeal or
modification.
IN WITNESS WHEREOF, the undersigned have executed these Articles of
Incorporation this 17 day of July, 1997 in accordance with the provisions of
Section 200.5(c) of the California General Corporation Law.
/s/ WILLIAM S. FRIEDMAN
----------------------------------------
William S. Friedman, President, Vinland
Property Trust and Incorporator of
Vinland Property Corporation
/s/ LAWRENCE HARTMAN
----------------------------------------
Lawrence Hartman, Secretary, Vinland
Property Trust and Incorporator of
Vinland Property Corporation
3
<PAGE> 5
DECLARATION
Under penalty of perjury, the undersigned officers of Vinland Property
Trust (the "Trust") hereby verify that the incorporation of the Trust has been
approved by the trustees of the Trust and has been approved by the affirmative
vote of a majority of the outstanding voting shares of beneficial interest, in
accordance with the provisions of Section 200.5(a) of the California General
Corporation Law.
IN WITNESS WHEREOF, the undersigned have executed this Declaration as
of July 17, 1997 in New York, New York.
/s/ WILLIAM S. FRIEDMAN
----------------------------------------
William S. Friedman, President, Vinland
Property Trust and Incorporator of
Vinland Property Corporation
/s/ LAWRENCE HARTMAN
----------------------------------------
Lawrence Hartman, Secretary, Vinland
Property Trust and Incorporator of
Vinland Property Corporation
4
<PAGE> 1
EXHIBIT 3.4
APPENDIX B
AGREEMENT AND PLAN OF MERGER
OF
VINLAND PROPERTY CORPORATION
(a California corporation)
AND
TARRAGON REALTY INVESTORS, INC.
(a Nevada corporation)
THIS AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July
24, 1997, is by and between Vinland Property Corporation, a California
corporation ("VPT California"), and Tarragon Realty Investors, Inc., a Nevada
corporation ("TRII Nevada").
WHEREAS, VPT California is a California corporation with its resident
agent therein located at CT Corporation System, 818 West Seventh Street, Los
Angeles, California 90017; and
WHEREAS, the shares of stock that VPT California has authority to issue
are 30,000,000 shares, of which 20,000,000 shares, par value $0.01 per share,
are designated Common Stock (the "California Common Stock") and 10,000,000
shares, par value $0.01 per share, are designated Special Stock; and
WHEREAS, TRII Nevada is a Nevada corporation with its registered office
therein located at CT Corporation System, One East First Street, Reno, Nevada
89501; and
WHEREAS, the total number of shares of stock which TRII Nevada has
authority to issue is 30,000,000 shares, of which 20,000,000 shares, par value
$0.01 per share, are designated Common Stock ("Nevada Common Stock"), and
10,000,000 shares, par value $0.01 per share, are designated Special Stock; and
WHEREAS, the General Corporation Law of the State of Nevada permits the
merger of one or more foreign corporations with one or more domestic
corporations into a single corporation; and
WHEREAS, VPT California and TRII Nevada and the respective Boards of
Directors thereof deem it advisable and to the advantage, welfare, and best
interests of said corporations and their respective stockholders to merge VPT
California with and into TRII Nevada pursuant to the provisions of the Nevada
Law upon the conditions hereinafter set forth; NOW, THEREFORE, in consideration
of the foregoing and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. THE MERGER. Upon the terms and subject to the conditions hereof,
the Merger shall be consummated in accordance with the General Corporation Law
of Nevada (the "Nevada Law") and the General Corporation Law of California (the
"California Law") on July 25, 1997, or as soon thereafter as is reasonably
practicable. At the Effective Time (as hereinafter defined) and subject to and
upon the terms and conditions of this Agreement, the Nevada Law and the
California Law, VPT California shall be merged with and into TRII Nevada (the
"Merger"), the separate corporate existence of VPT California shall cease, and
TRII Nevada shall continue as the surviving corporation.
2. EFFECTIVE TIME. On July 25, 1997, or as soon thereafter as is
reasonably practicable, the parties hereto shall cause the Merger to be
consummated by filing articles of merger with the Secretary of State of Nevada
and the documents required by Section 1108 of the California Law with the
Secretary of State of
B-1
<PAGE> 2
California, in such form as required by, and executed in accordance with, the
relevant provisions of the Nevada Law and the California Law. The Merger shall
become effective upon the filing of such articles of merger with the Secretary
of State of Nevada (the "Effective Time").
3. EFFECT OF THE MERGER. At the Effective Time, the effect of the
Merger shall be as provided in Section 78.459 of the Nevada Law.
4. ARTICLES OF INCORPORATION. At the Effective Time, the Articles
of Incorporation of TRII Nevada, as in effect immediately prior to the
Effective Time, shall remain the Articles of Incorporation of TRII Nevada as
the surviving corporation until thereafter further amended as provided by law.
5. BYLAWS. The Bylaws of TRII Nevada, as in effect immediately
prior to the Effective Time, shall remain the Bylaws of TRII Nevada as the
surviving corporation until thereafter amended as provided by law.
6. DIRECTORS. The directors of TRII Nevada immediately prior to the
Effective Time shall remain the directors of TRII Nevada and will hold office
from the Effective Time until their successors are duly elected or appointed
and qualified in the manner provided in the Articles of Incorporation and the
Bylaws of TRII Nevada, or as otherwise provided by law.
7. OFFICERS. The officers of TRII Nevada immediately prior to the
Effective Time shall remain the officers of TRII Nevada and will hold office
from the Effective Time until their successors are duly elected or appointed
and qualified in the manner provided in the Articles of Incorporation and the
Bylaws of TRII Nevada, or as otherwise provided by law.
8. ADDITIONAL ACTIONS. If, at any time after the Effective Time,
TRII Nevada shall consider or be advised that any deeds, bills of sale,
assignments, assurances, or any other actions or things are necessary or
desirable to vest, perfect or confirm, of record or otherwise, in TRII Nevada
its right, title or interest in, to or under any of the rights, properties or
assets of VPT California acquired or to be acquired by TRII Nevada as a result
of, or in connection with, the Merger or otherwise to carry out this Agreement,
the officers and directors of TRII Nevada shall be authorized to execute and
deliver, in the name and on behalf of VPT California, all such deeds, bills of
sale, assignments and assurances and to take and do, in the name and on behalf
of VPT California, all such other actions and things as may be necessary or
desirable to vest, perfect or confirm any and all right, title and interest in,
to and under such rights, properties or assets in TRII Nevada or otherwise to
carry out this Agreement.
9. CONVERSION OF SECURITIES. At the Effective Time, by virtue of
the Merger and without any action on the part of TRII Nevada, VPT California or
the holder of any of the following securities
(a) each of the shares of VPT California Common Stock issued
and outstanding immediately prior to the Effective Time, other than any
shares of VPT California Common Stock to be cancelled pursuant to
Section 9(b) hereof, shall be converted into one validly issued, fully
paid and nonassessable share of TRII Nevada Common stock, upon surrender
of the certificate representing such share;
(b) each share of VPT California Common Stock held in the
treasury of VPT California immediately prior to the Effective Time shall
be cancelled and extinguished and no payment or other consideration
shall be made with respect thereto;
(c) each share of TRII Nevada Common Stock issued and
outstanding immediately prior to the Effective Time shall be cancelled;
and
B-2
<PAGE> 3
(d) from and after the Effective Time, holders of certificates
formerly evidencing shares of VPT California Common Stock shall have
rights as stockholders of TRII Nevada (and not VPT California) in
accordance with applicable law.
10. SURRENDER OF SHARES; STOCK TRANSFER BOOKS. Each holder of a
certificate or certificates formerly representing any shares of VPT California
Common Stock converted in the Merger pursuant to Section 9(a) shall surrender
such certificate or certificates to TRII Nevada as promptly as practicable.
Upon surrender by such holder to TRII Nevada of a certificate, together with
such other instruments and acknowledgments as TRII Nevada may require, the
holder of such certificate shall be entitled to receive in exchange therefor an
equal number of shares of Nevada Common Stock represented by such certificate,
and such former certificate shall forthwith be cancelled. At the Effective
Time, the stock transfer books of VPT California shall be closed and there
shall be no further registration of transfers of shares of VPT California
Common Stock on the records of VPT California. No interest shall accrue or be
paid on any cash payable upon the surrender of a certificate or certificates
which immediately prior to the Effective Time represented outstanding shares of
VPT California Common Stock.
11. CERTAIN CHANGES. The Boards of Directors of TRII Nevada and VPT
California may amend this Agreement at any time prior to the filing of the
articles of merger with the Secretary of State of Nevada, provided that an
amendment made subsequent to the adoption of the Merger by the stockholders of
TRII Nevada and VPT California shall not (1) alter or change the amount of
consideration to be received in exchange for or on conversion of the shares of
any class or series thereof of VPT California, (2) further alter or change any
term of the Articles of Incorporation of TRII Nevada, or (3) alter or change
any of the terms and conditions of this Agreement if such alteration or change
would adversely affect the holders of the shares of any class or series of TRII
Nevada or VPT California.
12. TERMINATION. This Agreement may be terminated and the Merger
abandoned at any time prior to the filing of the articles of merger with the
Secretary of State of Nevada, notwithstanding approval hereof by the
stockholders of TRII Nevada or VPT California or by the Board of Directors of
TRII Nevada or VPT California.
13. TAX EFFECT. The parties hereby agree to treat the Merger for
federal income tax purposes as a reorganization within the meaning of Section
368(a)(1)(f) of the Internal Revenue Code, with no gain or loss recognized by
TRII Nevada or its stockholders or by VPT California or its shareholders.
14. GOVERNING LAW. This Agreement shall be governed by and construed
in accordance with the laws of the State of Nevada.
15. COUNTERPARTS. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original, but all of
which, collectively, shall constitute one and the same instrument representing
this Agreement among the parties hereto, and it shall not be necessary for the
proof of this Agreement that any party produce or account for more than one
such counterpart.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement of
Merger to be executed by their respective officers as of the 24th day of July,
1997.
ATTEST: VINLAND PROPERTY CORPORATION
/s/ LAWRENCE S. HARTMAN
- ----------------------------------- By: /s/ WILLIAM S. FRIEDMAN
Secretary ---------------------------------
Name: William S. Friedman
--------------------------
Title: President
--------------------------
B-3
<PAGE> 4
ATTEST: TARRAGON REALTY INVESTORS, INC.
/s/ LAWRENCE S. HARTMAN
- ----------------------------------- By: /s/ WILLIAM S. FRIEDMAN
Secretary ---------------------------------
Name: William S. Friedman
--------------------------
Title: President
--------------------------
The undersigned, being the President of Vinland Property Corporation,
does hereby certify that (a) the holders of 100% of the outstanding stock of
said corporation were entitled to vote on the foregoing Agreement and Plan of
Merger, (b) the principal terms of the agreement in the form attached were
approved by 59% of the outstanding shares and (c) such vote exceeded the
majority vote required to approve the foregoing Agreement and Plan of Merger.
/s/ WILLIAM S. FRIEDMAN
-------------------------------------
William S. Friedman, President
VINLAND PROPERTY CORPORATION
The undersigned, being the President of Tarragon Realty Investors, Inc.,
does hereby certify that the holder of all of the outstanding stock of said
corporation dispensed with a meeting and vote of stockholders, and such sole
stockholder consented in writing, pursuant to the provisions of Section 78.320
of the General Corporation Law of the State of Nevada, to the adoption of the
foregoing Agreement and Plan of Merger.
/s/ WILLIAM S. FRIEDMAN
-------------------------------------
William S. Friedman, President
TARRAGON REALTY INVESTORS, INC.
B-4
<PAGE> 5
STATE OF )
)
COUNTY OF NEW YORK )
This instrument was acknowledged before me on the 24th day of July 1997
by William S. Friedman, President of Vinland Property Corporation.
/s/ ALYSSA J. BASSETT
----------------------------------------------------
Notary Public in and for said County and State
STATE OF ) ALYSSA J. BASSETT
) NOTARY PUBLIC STATE OF NEW YORK
COUNTY OF NEW YORK ) NO. 4980637
QUALIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES APRIL 22, 1999
This instrument was acknowledged before me on the 24th day of July of
1997 by William S. Friedman, President of Tarragon Realty Investors, Inc.
/s/ ALYSSA J. BASSETT
----------------------------------------------------
Notary Public in and for said County and State
ALYSSA J. BASSETT
NOTARY PUBLIC STATE OF NEW YORK
NO. 4980637
QUALIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES APRIL 22, 1999
B-5
<PAGE> 1
EXHIBIT 3.5
FILED
IN THE OFFICE OF THE
SECRETARY OF STATE OF THE
STATE OF NEVADA
JULY 25, 1997
C7046-97
Dean Heller, Secretary of State
ARTICLES OF MERGER
OF
VINLAND PROPERTY CORPORATION
a California corporation
INTO
TARRAGON REALTY INVESTORS, INC.
a Nevada corporation
Tarragon Realty Investors, Inc, a Nevada corporation ("TRII Nevada"),
hereby certifies as follows:
1. Vinland Property Corporation ("Vinland California") was
incorporated on July 22, 1997 under the laws of the State of California.
2. TRII Nevada was incorporated on April 2, 1997 under the laws of
the State of Nevada.
3. The name of the surviving corporation is Tarragon Realty
Investors, Inc.
4. An Agreement and Plan of Merger (the "Plan") between TRII Nevada
and Vinland California has been approved, adopted, certified, executed and
acknowledged by the vote of the Board of Directors of both TRII Nevada and
Vinland California in accordance with the requirements of Section 78.451 of the
Nevada Revised Statutes.
5. The Plan was approved by the unanimous written consent of the
sole stockholder of TRII Nevada pursuant to Section 78.453 of the Nevada
Revised Statutes.
6. The Plan was submitted to the shareholders of Vinland California
by its board of directors. There were 1,334,750 shares of common stock
outstanding and entitled to one vote each with respect to the Plan. There were
794,664 votes cast for the Plan and 42,399 votes cast against the Plan. The
number of votes cast for the Plan was sufficient for approval of the Plan by
the stockholders pursuant to Section 78.453 of the Nevada Revised Statutes.
7. The Articles of Incorporation of TRII Nevada shall be the
articles of incorporation of the surviving corporation.
8. The effective date of the merger shall be the date when the
Secretary of State of the State of Nevada shall have issued a Certificate of
Merger or other similar document relating to such merger.
9. The complete and executed Agreement and Plan of Merger is on file
at the principal place of business of TRII Nevada,
1
<PAGE> 2
the address of which is 3100 Monticello Avenue, Suite 200, Dallas, Texas 75205.
10. A copy of the Plan will be furnished by TRII Nevada on request
and without cost to any stockholder of any corporation that is a party to the
merger.
DATED as of July 24, 1997.
TARRAGON REALTY INVESTORS, INC.
By: /s/ WILLIAM S. FRIEDMAN
------------------------------
William S. Friedman, President
TARRAGON REALTY INVESTORS, INC.
By: /s/ LAWRENCE S. HARTMAN
------------------------------
Lawrence S. Hartman, Secretary
STATE OF NEW YORK )
)
COUNTY OF NEW YORK )
This instrument was acknowledged before me on the 24th day of August,
1997 by William S. Friedman, President of Tarragon Realty Investors, Inc.
/s/ ALYSSA J. BASSETT
---------------------------------------------------
Notary Public in and for said County and State
STATE OF NEW YORK ) AYLSSA J. BASSETT
) NOTARY PUBLIC STATE OF NEW YORK
COUNTY OF NEW YORK ) NO. 4980637
QUALIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES APRIL 22, 1999
This instrument was acknowledged before me on the 24th day of August,
1997 by Lawrence S. Hartman, Secretary of Tarragon Realty Investors, Inc.
/s/ ALYSSA J. BASSETT
---------------------------------------------------
Notary Public in and for said County and State
AYLSSA J. BASSETT
NOTARY PUBLIC STATE OF NEW YORK
NO. 4980637
QUALIFIED IN NEW YORK COUNTY
COMMISSION EXPIRES APRIL 22, 1999
2
<PAGE> 3
STATE OF NEVADA
SECRETARY OF STATE
I hereby certify that this
is a true and complete copy
of the document as filed in
this office.
July 28, 1997
/s/ DEAN HELLER
--------------------
DEAN HELLER
SECRETARY OF STATE
BY: /s/ MARY M. REGAN
------------------------
<PAGE> 4
[HILL & METZGER PLLC LETTERHEAD]
August 18, 1997
The Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Tarragon Realty Investors, Inc. (Commission File No. 0-8003)
CIK 0001038217 - Form 8-K Current Report for events first
occurring on July 10, 1997
Gentlemen:
On behalf of Tarragon Realty Investors, Inc., a Nevada corporation (the
"Company") which is the ultimate successor-in-interest to Vinland Property
Trust, we are delivering under the EDGAR system for filing a Form 8-K Current
Report for events first occurring on July 10, 1997, including exhibits or other
papers filed as a part thereof. The Form 8-K Report covers events under Item 5.
If you would like to discuss any matter concerning this filing, please
contact the undersigned at (214) 523-3768.
Very truly yours,
Steve C. Metzger
SCM/Wp1
Enclosures
cc: The NASDAQ Stock Market, Inc.
80 Merrit Boulevard
Trumbull, Connecticut 06611
Attn: O'Neil Blake
The NASDAQ Stock Market, Inc.
1735 K Street, N.W.
Washington, D.C. 20006-1500
Tarragon Realty Investors, Inc.
3100 Monticello Avenue, Suite 200
Dallas, Texas 75205
Attn: Robert Irvine
Executive Vice President and
Chief Financial Officer
Mr. Erin Davis
Vice President and Chief Accounting Officer
William S. Friedman, President
