Current Report Filing (8-k)
November 15 2018 - 5:26PM
Edgar (US Regulatory)
UNITED STATES
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
Date of Report (Date of earliest event reported):
November
14, 2018
TRANSCONTINENTAL REALTY INVESTORS,
INC.
(Exact Name of Registrant as
Specified in its Charter)
Nevada
|
001-09240
|
94-6565852
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(State or other
jurisdiction of incorporation)
|
(Commission
File No.)
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(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
1603 LBJ Freeway, Suite 800
Dallas, Texas
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75234
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code
469-522-4200
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:
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¨
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Section 1 – Registrant’s Business
and Operations
Item 1.02. Termination of a Material Definitive
Agreement
On June 14, 2018, indirect
subsidiaries of Transcontinental Realty Investors, Inc. (“
TCI
” or the “
Company
”) entered
into four separate [but similar in form] Agreements with Gravity Holdings, LLC, a private Delaware limited liability company (“
GHLLC
”),
covering the potential sale of all TCI’s commercial office buildings, two of which are located in Dallas County, Texas, one
in Irving and one in Houston, Texas. On August 27, 2018, counsel for GHLLC notified each of such indirect subsidiaries of TCI of
GHLLC’s election to terminate the Agreements pursuant to the terms of the Agreements. As previously noted, other than entry
into the four separate Agreements, GHLLC has no material relationship with TCI and its subsidiaries, and no early termination penalties
were incurred by TCI or its subsidiaries.
Section 2 – Financial Information
Item 2.02. Results of Operations and Financial
Condition
On November 14, 2018, TCI
announced its operational results for the quarter ended September 30, 2018. A copy of the announcement is attached as Exhibit “99.1.”
The information furnished
pursuant to Item 2.02 in this Form 8-K, including Exhibit “99.1” attached hereto, shall not be deemed to be “filed”
for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless
we specifically incorporate it by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act
of 1934. We undertake no duty or obligation to publicly update or revise the information furnished pursuant to Item 2.02 of this
Current Report on Form 8-K.
Section 9 – Financial Statements and
Exhibits
Item 9.01. Financial Statements and Exhibits
The
following exhibit is furnished with this Report:
Exhibit
Designation
|
|
Description of Exhibit
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99.1*
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Press Release dated November 14, 2018
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_________________________
* Furnished herewith
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: November
15, 2018
TRANSCONTINENTAL REALTY INVESTORS, INC.
By:
/s/ Gene S. Bertcher
Gene S. Bertcher, Executive Vice
President and Chief Financial Officer
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