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
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| Date of Report (Date of earliest event reported):
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January 31, 2011 |
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TRANSCONTINENTAL REALTY INVESTORS, INC.
(Exact Name of Registrant as Specified in its Charter)
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| Nevada
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001-09240
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94-6565852 |
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| (State or other
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(Commission
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(I.R.S. Employer |
| jurisdiction of incorporation)
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File No.)
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Identification No.) |
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| 1800 Valley View Lane, Suite 300 |
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| 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
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469-522-4200 |
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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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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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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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 5.02. |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(a) Effective at the close of business on January 31, 2011, Sharon Hunt resigned as a
Director of and Chairman of the Compensation Committee of the Board of Directors of
Transcontinental Realty Investors, Inc. (the “Company” or the “Issuer” or the “Registrant”). Ms.
Hunt had been a director of the Company since February 2004. Ms. Hunt, age 67,is a licensed
realtor in the Dallas, Texas area, retired. At the time of her resignation as a Director, Ms. Hunt
had no disagreement with the Registrant on any matter relating to the Registrant’s operations,
policies or practices.
(d) On February 1, 2011, the Board of Directors of the Company elected Martha C. Stephens, age
64, as a Director to fill the vacancy on the Board of Directors created by the resignation of
Sharon Hunt. Ms. Stephens is retired. Until January 2007 and for more than five years prior
thereto, she was employed in various administrative capacities by Prime Income Asset Management,
LLC (“Prime”), which is a contractual advisor to the Company and other entities. Ms. Stephens is
also a member of the Board of Directors (since February 23, 2007) of Income Opportunity Realty
Investors, Inc., a Nevada corporation (“IOT”) which has its Common Stock listed and traded on the
American Stock Exchange, LLC (“AMEX”). On May 7, 2009, Ms. Stephens was elected Chairman of the
Board of IOT, a position she continues to hold. Also on February 1, 2011, Ms. Stephens was elected
as a member of the Audit Committee of the Board of Directors, was appointed as a member of the
Compensation Committee and Chairperson of such Compensation Committee and appointed as a member of
the Governance and Nominating Committee of the Board of Directors of the Company. Ms. Stephens has
also been elected (on February 1, 2011) a Director of American Realty Investors, Inc., a Nevada
corporation (“ARL”) which has its Common Stock listed and traded on the New York Stock Exchange
(“NYSE”).
On February 1, 2011, the Board of Directors of the Company also elected RL S. Lemke, age 54,
as a Director to fill a vacancy on the Board of Directors. Mr. Lemke was also elected as Vice
President of the Company on February 1, 2011. Mr. Lemke is Vice President, Project Development for
Prime. Mr. Lemke has been so employed for more than the past five years. Mr. Lemke holds a Juris
Doctor degree (1982) from Creighton University School of Law.
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