<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-B
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
INCOME OPPORTUNITY REALTY INVESTORS, INC.
- --------------------------------------------------------------------------------
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 75-2615944
- --------------------------------------------------------------------------------
(STATE OF INCORPORATION OR ORGANIZATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)
10670 NORTH CENTRAL EXPRESSWAY
SUITE 300
DALLAS, TEXAS 75231
- --------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE) (ZIP CODE)
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
COMMON STOCK, PAR VALUE $.01 PER SHARE AMERICAN STOCK EXCHANGE
- --------------------------------------------------------------------------------
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
NONE
- --------------------------------------------------------------------------------
(TITLE OF CLASS)
<PAGE> 2
ITEM 1. GENERAL INFORMATION
(a) Income Opportunity Realty Investors, Inc. (the "Registrant" or
"IORI Nevada") was incorporated under the laws of the state of Nevada on
August 23, 1995.
(b) The Registrant's fiscal year is the calendar year.
ITEM 2. TRANSACTION OF SUCCESSION
(a) The Registrant's predecessor, Income Opportunity Realty Trust,
a California real estate investment trust (the "Trust" or the "Predecessor"),
had shares of beneficial interest registered pursuant to Section 12(b) of the
Securities Exchange Act of 1934, as amended.
(b) Because no explicit statutory authority permits a California
business trust to become a Nevada corporation directly or to merge directly
with and into a Nevada corporation, the succession of Income Opportunity Realty
Trust into IORI Nevada was accomplished by incorporating
the Trust in California (the "California Corporation"), and merging the
California Corporation (as successor to the Trust) with and into IORI Nevada,
its wholly-owned Nevada subsidiary corporation (the "Merger"). Prior to the
Merger, IORI Nevada had no significant business, assets or liabilities of any
consequence and no operating history.
As a result of the Merger, (i) the California Corporation ceased to
exist as a separate entity, (ii) IORI Nevada, by operation of law, succeeded to
all the rights and properties, and became subject to all the obligations and
liabilities, of the Trust incorporated as the California Corporation, (iii)
each of the Trustees of the Trust continues to serve as a director of IORI
Nevada until his initial term expires under IORI Nevada's Articles of
Incorporation or until a successor is elected and (iv) existing Shareholders
automatically became stockholders of IORI Nevada by the exchange of all shares
of the California Corporation for newly issued Common Stock of IORI Nevada
on a basis of a one-for-one exchange (the "One-for-One Exchange"). The
issuance of Common Stock of IORI Nevada via the One-for-One Exchange did not
affect the proportionate security holdings of any Shareholder of the Trust,
either individually or in a group.
ITEM 3. SECURITIES TO BE REGISTERED
(1) There are 10,000,000 shares of Common Stock of IORI Nevada
presently authorized.
(2) Immediately following the succession, there were 791,444
shares of Common Stock issued. Subsequently certain shares
of Common Stock were repurchased by IORI Nevada and there was
a 2 for 1 stock split to the holders of record on June 14,
1996. Presently there are 1,541,488 shares of Common Stock
of IORI Nevada issued.
(3) There are no shares of Common Stock of IORI Nevada presently
issued which are held by or for the account of the Registrant.
ITEM 4. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
The description of the Registrant's securities to be registered that
appears under the caption "Comparison of the Securities of IORI Nevada and the
Trust" in the Proxy Statement/Prospectus included in the Registrant's
Registration Statement on Form S-4 (No. 33-62211), as amended, filed with the
Securities and Exchange Commission, is incorporated herein by reference.
ITEM 5. FINANCIAL STATEMENTS AND EXHIBITS.
(a) As provided in Instruction (a) of the Instructions as to
Financial Statements for Form 8-B, no financial statements are
being filed with this Registration Statement since the capital
structure and balance sheet of the Registrant immediately
after succession are substantially the same as those of the
Predecessor.
(b) Exhibits
-2-
<PAGE> 3
2.1 The Proxy Statement/Prospectus dated February 12, 1996,
included in the Registrant's Registration Statement on
Form S-4 (No. 33-62211) (including the Appendices thereto),
as filed under Rule 424(b), filed with the Securities
and Exchange Commission and incorporated by reference.
As provided in Instruction 1 of the Instructions as to
Exhibits for Form 8-B, no plan or agreement pursuant to which
the Registrant's succession has taken place is filed as an
Exhibit because the terms of such plan or agreement are
substantially contained in the Proxy Statement/Prospectus
dated February 12, 1996, included in the Registration
Statement on Form S-4 (No. 33-62211), as filed under Rule
424(b), filed hereunder as Exhibit 2.1 pursuant to
Instruction 2 of the Instructions as to Exhibits for Form
8-B.
3.1 Articles of Incorporation of Income Opportunity Realty
Investors, Inc. (incorporated by reference to Appendix C of
Income Opportunity Realty Trust's Proxy Statement/Prospectus
dated February 12, 1996 for the Special Meeting of
Shareholders to be held on March 15, 1996)
3.2 Bylaws of Income Opportunity Realty Investors, Inc.
(incorporated by reference to Appendix D of Income Opportunity
Realty Trust's Proxy Statement/Prospectus dated February 12,
1996 for the Special Meeting of Shareholders to be held on
March 15, 1996)
10.1 Advisory Agreement dated as of March 7, 1995 between Income
Opportunity Realty Trust and Basic Capital Management, Inc.
(incorporated by reference to Appendix A of Income Opportunity
Realty Trust's Proxy Statement dated January 18, 1995 for the
Annual Meeting of Shareholders)
10.2 Advisory Agreement dated March 15, 1996 between Income
Opportunity Realty Investors, Inc. and Basic Capital
Management, Inc. (incorporated by reference to Appendix A of
Income Opportunity Realty Investors, Inc.'s Proxy Statement
dated May 1, 1996 for the Annual Meeting of Shareholders)
10.3 Brokerage Agreement dated December 1, 1992 between Income
Opportunity Realty Trust and Carmel Realty, Inc. (incorporated
by reference to Exhibit No. 10.5 to Income Opportunity Realty
Trust's Annual Report on Form 10-K for the year ended December
31, 1992)
10.4 Brokerage Agreement dated as of February 11, 1994, between
Income Opportunity Realty Trust and Carmel Realty, Inc.
(incorporated by reference to Exhibit No. 10.3 to Income
Opportunity Realty Trust's Annual Report on Form 10-K for the
year ended December 31, 1993)
10.5 Brokerage Agreement dated as of February 11, 1995, between
Income Opportunity Realty Trust and Carmel Realty, Inc.
(incorporated by reference to Exhibit No. 10.4 to Income
Opportunity Realty Trust's Annual Report on Form 10-K/A for
the year ended December 31, 1994)
-3-
<PAGE> 4
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this
Registration Statement on Form 8-B to be signed on its behalf by the
undersigned, thereunto duly authorized.
INCOME OPPORTUNITY REALTY INVESTORS, INC.,
a Nevada corporation
Dated: July 11, 1996
By: /s/ Randall M. Paulson
----------------------------------------
Randall M. Paulson, President
-4-
<PAGE> 5
INDEX TO EXHIBITS
Exhibit No. Description
2.1 The Proxy Statement/Prospectus dated February 12, 1996,
included in the Registrant's Registration Statement on Form
S-4 (No. 33-62211) (including the Appendices thereto), as
filed under Rule 424(b), filed with the Securities and
Exchange Commission and incorporated by reference.
3.1 Articles of Incorporation of Income Opportunity Realty
Investors, Inc. (incorporated by reference to Appendix C of
Income Opportunity Realty Trust's Proxy Statement/Prospectus
dated February 12, 1996 for the Special Meeting of
Shareholders to be held on March 15, 1996)
3.2 Bylaws of Income Opportunity Realty Investors, Inc.
(incorporated by reference to Appendix D of Income Opportunity
Realty Trust's Proxy Statement/Prospectus dated February 12,
1996 for the Special Meeting of Shareholders to be held on
March 15, 1996)
10.1 Advisory Agreement dated as of March 7, 1995 between Income
Opportunity Realty Trust and Basic Capital Management, Inc.
(incorporated by reference to Appendix A of Income Opportunity
Realty Trust's Proxy Statement dated January 18, 1995 for the
Annual Meeting of Shareholders)
10.2 Advisory Agreement dated March 15, 1996 between Income
Opportunity Realty Investors, Inc. and Basic Capital
Management, Inc. (incorporated by reference to Appendix A of
Income Opportunity Realty Investors, Inc.'s Proxy Statement
dated May 1, 1996 for the Annual Meeting of Shareholders)
10.3 Brokerage Agreement dated December 1, 1992 between Income
Opportunity Realty Trust and Carmel Realty, Inc. (incorporated
by reference to Exhibit No. 10.5 to Income Opportunity Realty
Trust's Annual Report on Form 10-K for the year ended December
31, 1992)
10.4 Brokerage Agreement dated as of February 11, 1994, between
Income Opportunity Realty Trust and Carmel Realty, Inc.
(incorporated by reference to Exhibit No. 10.3 to Income
Opportunity Realty Trust's Annual Report on Form 10-K for the
year ended December 31, 1993)
10.5 Brokerage Agreement dated as of February 11, 1995, between
Income Opportunity Realty Trust and Carmel Realty, Inc.
(incorporated by reference to Exhibit No. 10.4 to Income
Opportunity Realty Trust's Annual Report on Form 10-K/A for
the year ended December 31, 1994)
-5-
