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) July 1, 2003
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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
Effective June 30, 2003, that certain Advisory Agreement dated as of
October 15, 1998, between Transcontinental Realty Investors, Inc. ("TCI") and
Basic Capital Management, Inc. ("BCM") was terminated by mutual agreement. BCM
had served as TCI's advisor since March 1989. BCM is a Nevada corporation in
which Messrs. Mark W. Branigan (Executive Vice President - Residential), Louis
J. Corna (Executive Vice President - Tax) and Ronald E. Kimbrough (acting
Principal Executive Officer, Executive Vice President and Chief Financial
Officer) are executive officers.
On July 1, 2003, TCI entered into an Advisory Agreement with Prime
Asset Management, Inc., a Nevada corporation ("Prime"). The Advisory Agreement
dated July 1, 2003 (the "Advisory Agreement") between TCI and Prime contains the
same terms as the prior Advisory Agreement with BCM. A copy of the Advisory
Agreement dated July 1, 2003 between TCI and Prime is attached hereto as an
exhibit. There has been no change in the officers or directors of TCI who
continue in the same capacities under the Advisory Agreement.
The Common Stock of Prime is owned 79% by Realty Advisors, Inc., a
Nevada corporation ("RAI"), which in turn is owned by a trust established for
the benefit of the children of Gene E. Phillips. RAI also owns all of the Common
Stock of BCM. The balance of 21% of the Common Stock of Prime is owned by Syntek
West, Inc., a Nevada corporation ("SWI"), all of the issued and outstanding
common stock of which is owned by Gene E. Phillips.
The directors and principal officers of Prime are the same as the
directors and officers of BCM and are:
Mickey N. Phillips Director
Ryan T. Phillips Director
Mark W. Branigan Executive Vice President -
Residential
Louis J. Corna Executive Vice President -
Tax
Ronald E. Kimbrough Acting Principal Executive
Officer, Executive Vice
President and Chief Financial
Officer
Robert A. Waldman Senior Vice President,
Secretary and General Counsel
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits. The following documents are filed as exhibits to this
report:
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Exhibit Designation Description of Exhibit
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10.0 Advisory Agreement dated July 1, 2003 between
Transcontinental Realty Investors, Inc. and
Prime Asset Management, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf of the
undersigned hereunto duly authorized.
Date: July 8, 2003. 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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