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SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
June 3, 1996
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(Date of earliest event reported)
TRANSCONTINENTAL REALTY INVESTORS, INC.
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(Exact name of registrant as specified in its charter)
Nevada 1-9240 94-6565852
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(State of incorporation (Commission File (IRS Employer
or organization) Number) Identification No.)
10670 North Central Expressway
Suite 300
Dallas, Texas 75231
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (214) 692-4700
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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 June 3, 1996, Transcontinental Realty Investors, Inc. (the "Company")
effected an amendment to the Company's Articles of Incorporation which deleted
the provision which provided for the division of the Company's Board of
Directors into three separate classes serving staggered terms of three years
for each class. As a result of this amendment, each director's term will be
until the next annual meeting of stockholders. The amendment of the Articles
of Incorporation was approved by the stockholders of the Company at the annual
meeting held on May 31, 1996.
Item 7. Financial Statements and Exhibits.
The following documents are filed as exhibits to this Current Report:
3 Certificate of Amendment to the Articles of Incorporation of
Transcontinental Realty Investors, Inc. as filed on June 3, 1996.
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, thereunto duly authorized.
TRANSCONTINENTAL REALTY INVESTORS, INC.
Dated: June 6, 1996 By: /s/ RANDALL M. PAULSON
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Randall M. Paulson
President
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CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
Filed by:
(After Issuance of Stock)
TRANSCONTINENTAL REALTY INVESTORS, INC.
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Name of Corporation
We, the undersigned Randall M. Paulson, President and Robert A. Waldman,
Secretary of Transcontinental Realty Investors, Inc. do hereby certify:
That the Shareholders of said corporation at a meeting duly convened, held
on the 31st day of May, 1996, adopted a resolution to amend the original
articles as follows:
Article _______ is hereby amended to read as follows: See Attached
[FILED STAMP]
The number of shares of the corporation outstanding and entitled to vote on
an amendment to the Articles of Incorporation is 4012275: that the said
change(s) and amendment have been consented to and approved by a majority vote
of the stockholders holding at least a majority of each class of stock
outstanding and entitled to vote thereon.
TRANSCONTINENTAL REALTY INVESTORS, INC.
By: /s/ RANDALL M. PAULSON
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President or Vice President
Randall M. Paulson
/s/ ROBERT A. WALDMAN
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Secretary or Assistant Secretary
Robert A. Waldman
State of Texas )
) ss.
County of Dallas )
On May 31, 1996, personally appeared before me, a Notary Public,
Randall M. Paulson and Robert A. Waldman, who acknowledged that they executed
the above instrument.
/s/ ALAN O. GOODRICH
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Signature of Notary
[NOTARY STAMP]
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AMENDMENT
TO THE
ARTICLES OF INCORPORATION
TRANSCONTINENTAL REALTY INVESTORS, INC.
Pursuant to the provisions of the Nevada General Corporation Law, the
undersigned corporation adopts the following Amendment to its Articles of
Incorporation:
Article Sixth is amended to read as follows:
"SIXTH: The business and affairs of the Corporation shall be
managed by or under the direction of the Board of Directors, which shall
consist of not fewer than three (3) nor more than twelve (12) directors, the
exact number of directors to be determined from time to time by resolution
adopted by the affirmative vote of a majority of the entire Board of Directors.
At each annual meeting of stockholders beginning with the first, successors to
directors shall be elected. A director shall hold office until the annual
meeting for the year in which such director's term expires and until such
director's successor shall be elected, subject, however, to prior death,
resignation, retirement or removal from office. Except as provided by
applicable law, any vacancy in the Board of Directors shall be filled by a
majority of the directors then in office or by a sole remaining director. Any
director elected to fill a vacancy not resulting from an increase in the number
of directors shall have the same remaining term as that of such director's
predecessor.
Whenever the holders of any one or more series of Preferred 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 stockholders,
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 Board of Directors pursuant to
Article FOURTH applicable thereto."
IN WITNESS WHEREOF, the undersigned have executed this Amendment to
the Articles of Incorporation.
/s/ RANDALL M. PAULSON
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Randall M. Paulson, President
/S/ ROBERT A. WALDMAN
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Robert A. Waldman, Secretary
