Check the appropriate box
below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following
provisions:
Section
5 - Corporate Governance and Management
Item
5.07 - Submission of Matters to the Vote of Security Holders
On
December 12, 2018, the Annual Meeting of Stockholders of Transcontinental Realty Investors, Inc. (“
TCI
” or
the “
Issuer
” or the “
Registrant
”) was held, following a solicitation of proxies, pursuant
to a Notice of Annual Meeting and related Proxy Statement, dated November 6, 2018, distributed in accordance with the requirements
of Regulation 14A under the Securities Exchange Act of 1934, as amended. On the record date of November 5, 2018, a total of 8,717,767
shares of Common Stock were outstanding, with each share entitled to cast one vote.
At
the Annual Meeting, which involved the election of directors, the following named persons received the number of votes cast for,
against or withheld, as well as the number of abstention and broker non-votes:
Name
|
No.
of Votes
For
|
%
For
|
No.
of Votes Withheld
|
No.
of Votes Abstained
|
Broker
Non-
Votes
|
Henry
A. Butler
|
7,707,409
|
88.41%
|
72,041
|
-
|
515,977
|
Robert
A. Jakuszewski
|
7,612,722
|
87.32%
|
166,728
|
-
|
515,977
|
Ted
R. Munselle
|
7,641,626
|
87.66%
|
137,824
|
-
|
515,977
|
Raymond
D. Roberts, Sr.
|
7,622,314
|
87.43%
|
157,136
|
-
|
515,977
|
All
of the nominees named above, each of which is currently a director of the Registrant, were elected at such Annual Meeting.
The
only other matter presented at the Annual Meeting was the ratification of the appointment of Farmer, Fuqua & Huff, P.C. as
the independent registered public accounting firm for the Registrant for the fiscal year ending December 31, 2018, and any interim
period. A total of 8,288,101 votes were cast FOR, 3,567 votes were cast AGAINST, and 3,759 votes ABSTAINED from voting with respect
to such proposal. There were no broker non-votes.
The
Annual Meeting of the Board of Directors was held on the following day, December 13, 2018. At such meeting, Henry A. Butler was
reelected Chairman of the Board.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to
be signed on its behalf by the undersigned, hereunto duly authorized.
Dated:
December 14, 2018
|
|
|
TRANSCONTINENTAL REALTY INVESTORS, INC.
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/ Gene S. Bertcher
|
|
|
|
Gene
S. Bertcher
|
|
|
|
Executive Vice President and
|
|
|
|
Chief Financial Officer
|
Exhibit 99.1
Transcontinental
Realty Investors, Inc. and Subsidiary Southern Properties Capital Enter Joint Venture with Macquarie
Dallas, TX
(December
10, 2018) Southern Properties Capital (SPC), a subsidiary of Dallas-based real estate investment company
Transcontinental
Realty Investors, Inc
.
(TCI)
, is pleased to announce a joint venture agreement with a wholly owned subsidiary
of
Macquarie Group Limited
(ASX: MQG)
.
The joint venture, Victory
Abode Apartments d/b/a Abode Properties Services, currently holds 10,133 units across 11 states with 3 assets currently under construction,
formed with TCI and Southern Properties Capital contributing the portfolio of more than 50 multifamily assets together with a substantial
equity investment by Macquarie.
The joint venture’s
primary focus is to create a business platform that will allow dramatic expansion in the multi-family arena. The intent is to increase
the overall size of the portfolio over the next several years, through strategic buildout of its robust development pipeline alongside
opportunistic acquisitions. The company remains highly focused in its core Southeast and Southwest US geographic areas.
Victory Abode Apartments
(VAA) is one of the largest multi-family operating companies in the country. VAA is immediately poised to address existing and
future demand for quality multifamily residential housing through acquisition and development of sustainable Class A multifamily
housing in focused secondary and tertiary markets. VAA’s strong equity position is balanced through the use of fixed-rate,
long-term HUD mortgage debt, commercial mortgages, and the use of various conventional construction lenders. The company will be
principally operated by a dedicated and highly professional management team with decades of industry experience, with strategic
support from the venture partner.
“This transaction
falls right in line with our strategic vision,” stated Daniel Moos, CEO and President of Transcontinental Realty Investors/Southern
Properties Capital, and CEO of Victory Abode Apartments. “This new collaboration with Macquarie,
in
addition to our Series A and B Bond Raisings on the Tel Aviv Stock Exchange, creates additional financial strength to an
already thriving organization.”
“We are excited
to partner with TCI / Southern Properties on the acquisition of this portfolio of predominantly workforce housing, with opportunities
for expansion in attractive, pro-business markets”, said Jackie Hamilton, Senior Managing Director at Macquarie Principal
Finance.
About Southern Properties
Capital
Southern Properties Capital
operates primarily in Texas and specializes in Class A multifamily assets in emerging markets throughout the Southern United States,
corresponding with both sustainable and viable economic growth activity. The issuing entity is backed by over 3,000 multi-family
units (out of a total of approximately 8,000 owned and operated by TCI), as well as over 1.5 million square feet office buildings
in Texas. The company has already used funds to acquire additional multi- family assets within its strategic footprint, and expects
significant expansion by continuing to utilize the Israeli bond platform.
About Transcontinental Realty
Investors
Transcontinental
Realty Investors
maintains a strong emphasis on creating greater shareholder value through acquisition, financing,
operation, development, and sale of real estate across every geographic region in the United States. A New York Stock
Exchange company, Transcontinental is traded under the symbol "TCI". Transcontinental produces revenue through the
ownership and professional management of income producing apartments and office buildings that are "undervalued" or
"underperforming" at the time of acquisition. Value is added under Transcontinental ownership, and the properties
are repositioned into higher classifications through physical improvements and improved management. Transcontinental has
dramatically expanded its development capabilities associated with luxury apartment homes through its wholly owned subsidiary
Abode Properties, principally on land it owns or acquires.
About Macquarie Group
Macquarie Group
(Macquarie) is a global provider of banking, financial, advisory, investment and funds management services. Macquarie’s main
business focus is making returns by providing a diversified range of services to clients. Macquarie acts on behalf of institutional,
corporate and retail clients and counterparties around the world. Founded in 1969, Macquarie operates in more than 70 office locations
in 25 countries. Macquarie employs approximately 14,400 people and has assets under management of more than $381.8 billion (as
of March 31, 2018).
Part of Macquarie’s
Corporate and Asset Finance business, Macquarie Principal Finance provides flexible primary financing and secondary market investing
solutions for corporate and commercial real estate clients. Recognizing that every client is different, the expertise provided
by Macquarie Principal Finance goes beyond traditional financing to adapt solutions to meet individual client needs. With offices
in New York, Chicago, San Francisco, London and Sydney, Macquarie Principal Finance has more than 80 experienced financing and
investing professionals globally. For more information visit www.macquarie.com/principalfinance.
Victory Abode Apartments
asset Terra Lago in Rowlett, Texas