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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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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 4, 1999
IRT PROPERTY COMPANY
(Exact name of registrant as specified in its charter)
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GEORGIA 1-7859 58-1366611
(State or other (Commission file number) (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
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200 GALLERIA PARKWAY
SUITE 1400
ATLANTA, GEORGIA 30339
(Address of principal executive offices)
(770) 955-4406
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS.
IRT Property Company (the "Company") held its 1999 Annual Meeting of
shareholders of the Company on May 20, 1999 (the "Annual Meeting"). At the
Annual Meeting, the shareholders of the Company, among other things, approved an
amendment to the Company's Articles of Incorporation to increase the authorized
number of shares of the Company's $1.00 par value common stock (the "Common
Stock") from 75,000,000 shares to 150,000,000 shares (the "Amendment").
The total number of shares entitled to vote at the Annual Meeting was
33,234,206 shares of Common Stock. The number of shares voting in favor of the
Amendment was 24,293,384 shares of Common Stock, 3,290,672 shares voting against
and 266,853 shares abstaining.
The amendment to the Company's Articles of Incorporation (the "Articles
of Amendment") effecting the increase in authorized shares of Common Stock to
150,000,000 was filed with the Georgia Secretary of State on June 4, 1999. The
Articles of Amendment are being filed as an exhibit hereto and are hereby
incorporated by reference herein.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits
Exhibit No. Description
3.1 Articles of Amendment to IRT Property
Company's Articles of Incorporation filed
with the Georgia Secretary of State on June
4, 1999.
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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.
IRT PROPERTY COMPANY
Date: June 9, 1999 By: /s/ James G. Levy
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James G. Levy
Senior Vice President & Chief
Accounting Officer
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ARTICLES OF AMENDMENT
IRT PROPERTY COMPANY
Pursuant to the provisions of Section 14-2-1006 of the Georgia Business
Corporation Code (the "Code"), IRT PROPERTY COMPANY, a Georgia corporation (the
"Corporation"), hereby amends its Articles of Incorporation. The following
information is set forth in accordance with the provisions of Section 14-2-1006
of the Code.
1. The name of the Corporation is "IRT Property Company."
2. Section 5.1 of the Corporation's Articles of Incorporation is
hereby amended by deleting such section in its entirety and substituting in lieu
thereof the following (the "Amendment"):
"5.1 The total number of shares of capital stock that the
corporation shall have authority to issue is 160,000,000, of which
150,000,000 shall be Common Stock of the par value of $1.00 per share
(the "Common Stock") and 10,000,000 shall be Preferred Stock of the par
value of $1.00 per share (the "Preferred Stock")."
3. The Amendment does not provide for an exchange,
reclassification, or cancellation of issued shares.
4. The Amendment was adopted by a majority of the Corporation's
shareholders entitled to vote on May 20, 1999, in accordance with the provisions
of Sections 14-2-1003 and 14-2-1004 of the Code.
5. The Amendment was adopted by the Corporation's Board of
Directors as of March 17, 1999, subject to shareholder approval.
IRT PROPERTY COMPANY
By: /s/ Thomas H. McAuley
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Name: Thomas H. McAuley
Title: President
