-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GOVDvnGED31sK7INxSE2adVbh8qtcKHdLXEJVNf8fNCGLK3beY60Z77n2RxRld0s 029IYOsSEwQZ6eZB92KGrQ== 0000950134-96-003462.txt : 19960715 0000950134-96-003462.hdr.sgml : 19960715 ACCESSION NUMBER: 0000950134-96-003462 CONFORMED SUBMISSION TYPE: 8-B12B PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960712 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: INCOME OPPORTUNITY REALTY TRUST CENTRAL INDEX KEY: 0000760730 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 946578120 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-B12B SEC ACT: 1934 Act SEC FILE NUMBER: 001-09525 FILM NUMBER: 96593737 BUSINESS ADDRESS: STREET 1: 10670 N CENTRAL EXPRSWY STE 300 CITY: DALLAS STATE: TX ZIP: 75231 BUSINESS PHONE: 2146924700 MAIL ADDRESS: STREET 1: 10670 NORTH CENTRAL EXPRESSWAY STREET 2: SUITE 600 CITY: DALLAS STATE: TX ZIP: 75231 FORMER COMPANY: FORMER CONFORMED NAME: INCOME OPPORTUNITY REALTY INVESTORS INC DATE OF NAME CHANGE: 19911003 FORMER COMPANY: FORMER CONFORMED NAME: CONSOLIDATED CAPITAL INCOME OPPORTUNITY TRUST 2 DATE OF NAME CHANGE: 19900815 8-B12B 1 FORM 8-B 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) 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- 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- 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- 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- -----END PRIVACY-ENHANCED MESSAGE-----