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) February 4, 2002
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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 or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1800 Valley View Lane, Suite 300, Dallas, Texas 75234
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 469-522-4200
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE
Transcontinental Realty Investors, Inc. ("TCI") previously reported
under Item 5 on Form 8-K Current Report for an event occurring December 14,
2002, that on December 18, 2001, the Court in the case styled Jack Olive, et al.
v. Gene E. Phillips, et al., Case No. C89 4331 MHP pending in the United States
District Court for the Northern District of California (the "Olive Litigation"),
signed an Order preliminarily approving a Second Amendment to the Modification
of Stipulation of Settlement (the "Settlement Agreement"). TCI is one of the
parties to the Olive Litigation, as is Income Opportunity Realty Investors, Inc.
("IOT"). The prior Current Report of Form 8-K for event occurring December 14,
2001, is referred to as the "December 2001 8-K." Pursuant to continuing
discussions among the parties, the parties entered into an Amendment to the
Settlement Agreement as of February 4, 2002 (the "Amendment") among Settlement
Counsel, TCI, IOT, Gene E. Phillips, Basic Capital Management, Inc. ("BCM"),
American Realty Investors, Inc. ("ARL"), the parent corporation of American
Realty Trust, Inc. ("ART"). The effect of the Amendment was to amend certain
exhibits to the Second Amendment to provide that for a seventy-five day period
commencing on the fifteenth day after the public issuance of ARL's Form 10-Q to
the public, following the closing date of the Freeze-Out Mergers, the preferred
shares described therein may be converted into shares of ARL Common Stock. The
Amendment also provides that shares of Preferred Stock are to be redeemable by
ARL no earlier than ninety days after the public issuance of ARL's Form 10-Q to
the public following the closing date of the Freeze-Out Mergers at the
liquidation preference, plus any accrued and unpaid dividends thereon. On
February 12, 2002, the Court entered its Order finally approving the settlement
embodied in the Second Amendment, as amended by the Amendment and dismissing the
Olive Litigation, but reserving jurisdiction over (a) enforcement and
administration of the Second Amendment, (b) determination of fee applications,
and (c) any claim that the Second Amendment is without legal effect. A copy of
the Amendment, together with a filed version of the Second Amendment is attached
hereto as exhibits.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following are filed herewith as exhibits or are
incorporated by reference as indicated below:
EXHIBIT
DESIGNATION DESCRIPTION OF EXHIBIT
10.1 Second Amendment to Modification of Stipulation of Settlement
effective October 5, 2001 (replaces Exhibit 10.1 to Current
Report on Form 8-K for event occurring December 14, 2001).
10.2 Amendment to the Second Amendment to the Modification of
Stipulation of Settlement effective February 4, 2002.
10.3 Order entered February 12, 2002, of the United States District
Court, Northern District of California.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the Registrant has duly caused this report to be signed on its behalf of
the undersigned hereunto duly authorized.
Date: April 9, 2002. TRANSCONTINENTAL REALTY INVESTORS, INC.
By: /s/ Robert A. Waldman
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Robert A. Waldman, Senior Vice President,
General Counsel and Secretary
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INDEX TO EXHIBITS
<Table>
EXHIBIT
NUMBER DESCRIPTION
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10.1 Second Amendment to Modification of Stipulation of Settlement
effective October 5, 2001 (replaces Exhibit 10.1 to Current
Report on Form 8-K for event occurring December 14, 2001).
10.2 Amendment to the Second Amendment to the Modification of
Stipulation of Settlement effective February 4, 2002.
10.3 Order entered February 12, 2002, of the United States District
Court, Northern District of California.
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