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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) June 5, 1998
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NATIONAL INCOME REALTY TRUST
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(Exact name of registrant as specified in its charter)
California 0-9211 94-2537061
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File No.) Identification No.)
280 Park Avenue, East Building, 20th Floor, New York, NY 10017
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 949-5000
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Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On February 19, 1998 National Income Realty Trust ("NIRT" or
the "Registrant") and Tarragon Realty Investors, Inc. ("TRII")
jointly announced the agreement of their respective boards to form
a single consolidated entity with TRII as the survivor. On May 21,
1998 the Board of Trustees of NIRT and the Board of Directors of
TRII approved the forms of documents relating to such transaction
and on June 5, 1998 NIRT and TRII each executed an Agreement and
Plan of Merger (the "Merger Agreement"). The Merger Agreement
provides, subject to shareholder approval of each entity, for the
incorporation of NIRT as a California corporation and the merger of
that California corporation with and into TRII with TRII as the
surviving entity. Under the Merger Agreement, at the consummation
of the transaction each shareholder of NIRT will receive 1.97
shares of TRII Common Stock for each share of beneficial interest
of NIRT held.
Also on June 5, 1998, as contemplated by the Merger Agreement,
TRII and others executed a Stock Purchase Agreement (the "Advisor
Acquisition Agreement") pursuant to which, subject to consummation
of the Merger Agreement, TRII will acquire from William S. and Lucy
N. Friedman all of the issued and outstanding stock of Tarragon
Realty Advisors, Inc. ("TRA"), the contractual advisor to TRII
since March 1, 1994, and to NIRT since April 1, 1994 for 100,000
shares of TRII Common Stock and options to acquire 350,000 shares
of TRII Common Stock at prices ranging between $13 and $16 per
share. Assuming the approval and implementation of the Merger
Agreement, at the time of consummation of the Advisor Acquisition
Agreement, TRA will become a wholly-owned subsidiary of TRII and
TRII will assume indebtedness of up to $1,000,000 of TRA. At that
time, the separate contractual advisory agreements between TRA and
each of TRII and NIRT will be terminated. If for any reason the
Merger Agreement is not consummated, the Advisor Acquisition
Agreement will also not be consummated.
On September 10, 1998 TRII's Registration Statement on Form S-4
No. 333-60527 was declared effective by the Securities and Exchange Commission
(the "Commission") which covers the issuance of up to 7,586,000 shares of TRII
Common Stock in connection with the transactions contemplated by the preceding
paragraphs. Included in such Registration Statement is a joint Proxy
Statement/Prospectus which has been mailed to the respective shareholders of
NIRT and TRII in connection with the separate Special Meetings of the
stockholders of TRII and the shareholders of NIRT, each scheduled for Tuesday,
October 20, 1998. At such meetings, the shareholders of each entity will
consider and vote upon a proposal to approve and adopt the Merger Agreement and
the transactions contemplated thereby including, with respect to NIRT,
conversion of NIRT from a California business trust into a California
corporation through the "Incorporation Procedure," the merger through the Merger
Agreement into TRII including the conversion of shares of NIRT into the right to
receive 1.97 shares of TRII Common Stock.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
Exhibit Designation Description
2.1 Agreement and Plan of Merger dated June 5, 1998
between Tarragon Realty Investors, Inc. and
National Income Realty Trust (incorporated by
reference to Exhibit 3.6 to Registration Statement
No. 333-60527 on Form S-4)
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Date: September 21, 1998
NATIONAL INCOME REALTY TRUST
By: /s/ WILLIAM S. FRIEDMAN
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William S. Friedman, President
and Chief Executive Officer
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