Current Report Filing (8-k)
16 March 2021 - 4:56AM
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): March
10,
2021
TRANSCONTINENTAL
REALTY INVESTORS, INC.
(Exact Name of Registrant as
Specified in its Charter)
Nevada
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001-09240
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94-6565852
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(State or other
jurisdiction of incorporation)
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(Commission
File No.)
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(I.R.S. Employer
Identification No.)
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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
(Former name or former
address, if changed since last report)
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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Title of Each Class
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Trading Symbol
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Name of Each Exchange
on which Registered
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Common Stock, par value $0.01
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TCI
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New York Stock Exchange
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Indicate by check mark whether the Registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the Registrant has elected not to use the
extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section
13(a) of the Exchange Act.
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Section 5 - Corporate Governance and Management
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangement of Certain Officers
(d)
On March 10, 2021, the Board of Directors of Transcontinental
Realty Investors, Inc., a Nevada corporation (the “Registrant” or the “Company” or
“TCI”), expanded the number of members of the Board from five to six and appointed Bradford A. Phillips
(age 55) to the vacancy created by the increase in a number of members of the Board from five to six, effective March 11,
2021. Mr. Phillips has served as Chairman of the Board, President, and Chief Executive Officer of Liberty Bankers Insurance
Group of the Company since 1999. He has also served as President of Midland Securities, LLC, a Dallas, Texas broker/dealer,
since 2002. From January 1998 to May 2002, Mr. Phillips was the President of InterFirst Capital Corporation of Los Angeles,
California, a Securities and Exchange Commission registered securities broker/dealer firm. From 1995 through 1998, Mr.
Phillips served as President of Avacelle, Inc. of Dallas, Texas. Mr. Phillips also worked for ARCO International Oil and Gas
Company of Plano, Texas from 1992 to 1995. Mr. Phillips holds a number of securities licenses, including the Series 4
(Options Principal), Series 7 (General Securities License), Series 24 (General Securities Principal), Series 27 (Financial
and Operations Principal), Series 53 (Municipal Securities Principal), Series 55 (Equity Trading Principal), and Series 63
(Blue Sky Securities License). In addition, Mr. Phillips currently serves on the Board of Directors for Life Insurance
Counsel. He obtained a Bachelor of Arts from Brown University in Computer Science and Economics; he later obtained a Masters
of Business Administration from the University of Chicago - Graduate School of Business, with a concentration in finance. Mr.
Phillips is also a Vice President of May Realty Holdings, Inc., a Delaware corporation, which is the owner of Realty
Advisors, Inc., a Nevada corporation, which is an affiliate of the Company. Mr. Phillips is also one of the beneficiaries of
the May Trust, which is the owner of 100% of May Realty Holdings, Inc. Mr. Phillips has not yet been added to any specific
committees of the Board. Mr. Phillips’ election was not the result of any arrangement or understanding between Mr. Phillips
and any other person but was encouraged by the Trustees of the May Trust. Also, on March 10, 2021, the Board of Directors of
American Realty Investors, Inc., a Nevada corporation (“ARL”), which has its Common Stock listed and
traded on the New York Stock Exchange (“NYSE”), appointed Mr. Phillips as a director.
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.
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Dated: March 11, 2021
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TRANSCONTINENTAL REALTY INVESTORS, INC.
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By:
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/s/ Erik L. Johnson
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Erik L. Johnson
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Executive Vice President and
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Chief Financial Officer
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