UNITED INVESTORS REALTY TRUST
8-A12B, 1998-02-27
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
     
                             ----------------------

                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                                -----------------

                         UNITED INVESTORS REALTY TRUST

           (Exact name of registrant as specified in its charter)

                Texas                          76-0265701

(State of incorporation or organization)       (I.R.S. employer identification
                                               number)
5847 San Felipe, Suite 850
Houston, Texas                                 77057

(Address of principal executive offices)       (zip code)

If this form relates to the              If this form relates to the 
registration of a class of               registration of a class of
securities pursuant to                   securities pursuant to Section 12(g)
Section 12(b) of the Exchange            the Exchange Act and is effective 
Act and is effective pursuant            pursuant to General Instruction
to General Instruction A.(c),            A.(d), please check the 
please check the  following box.  [x]    following box.   [ ]

Securities Act registration statement file number to which this form relates:
333-29475

Securities to be registered pursuant to Section 12(b) of the Act:

<TABLE>
<CAPTION>
Title of each class                            Name of each exchange on which
to be so registered                            each class is to be registered
- -------------------                            ------------------------------
<S>                                            <C>
                                                            
Common Shares of Beneficial Interest           Pacific Exchange
No Par Value
</TABLE>

Securities to be registered pursuant to Section 12(g) of the Act:

None.
<PAGE>   2
Item 1           Description of Registrant's Securities to be Registered

                 The description of the Registrant's Common  Shares of
                 Beneficial Interest, no par value, will be contained under the
                 caption "Description of Shares of Beneficial Interest" in the
                 Prospectus to be subsequently filed by the Registrant pursuant
                 to Rule 424(b) under the Securities Act of 1933, as amended.
                 Such Prospectus is hereby incorporated by reference into this
                 Form 8-A.  The Prospectus constitutes a part of the
                 Registration Statement on Form S-11 (Registration No.
                 333-29475) filed by the Registrant.

Item 2           Exhibits

                 First Amended and Restated Declaration of Trust of United
                 Investors Realty Trust (filed as Exhibit 3.1 to Amendment No.
                 2 to the Registrant's Registration Statement on Form S-11
                 (Registration No. 333-29475) and incorporated by reference
                 herein).

                 First Amended and Restated Bylaws of United Investors Realty
                 Trust (filed as Exhibit 3.2 to Amendment No. 2 to the
                 Registrant's Registration Statement on Form S-11 (Registration
                 No. 333-29475) and incorporated by reference herein).
<PAGE>   3
                                   SIGNATURE


     Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.


Date: February 26, 1998               UNITED INVESTORS REALTY TRUST


                                      /s/ Lewis H. Sandler                    
                                      ----------------------------------------
                                      Lewis H. Sandler
                                      President and Chief Executive Officer


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