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) October 14, 2003
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Income Opportunity Realty Investors, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 1-14784 75-2615944
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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 2. ACQUISITION OR DISPOSITION OF ASSETS
During October 2003, the Registrant acquired and disposed of a
significant amount of assets otherwise than in the ordinary course of business.
Both transactions described occurred as a part of a deferred tax free exchange
for Encino Executive Plaza, Ltd., a California limited partnership ("Encino").
ART Encino, Inc. is the sole general partner of Encino Executive Plaza, Ltd.
(the "Partnership") and American Realty Trust, Inc. ("ART") is a limited partner
in such partnership. Both ART Encino, Inc. and ART are subsidiaries of American
Realty Investors, Inc., a Nevada corporation ("ARL") which has its common stock
listed and traded on the New York Stock Exchange, Inc. ("NYSE"). Prior to the
transactions involving the Registrant described below, the Partnership sold its
principal asset consisting of certain real property and an office building
located thereon in Encino, California for cash, the net proceeds of which were
to be the subject of a forward-exchange to be utilized together with certain all
inclusive wrap-around notes to acquire from the Registrant substituted property
in a like-kind property exchange.
On October 14, 2003, Income Opportunity Realty Investors, Inc. ("IOT")
acquired from ART One Hickory Corporation, a wholly owned subsidiary of
Transcontinental Realty Investors, Inc., a Nevada corporation ("TCI") which has
its common stock listed and traded on the NYSE, a 120,615 square foot office
building in Farmers Branch, Texas known as One Hickory Centre located at 1800
Valley View Lane, Farmers Branch, Texas 75234 for a purchase price of
$12,200,000. IOT executed an all inclusive wrap-around promissory note in the
amount of $11,973,025.07 payable to ART One Hickory Corporation secured by a
wrap- around Deed of Trust covering the office building. The amount of the note
is less than the purchase price as a result of adjustments for prorations for
taxes, income and expenses of the building. The principal followed in
determining the amount of such consideration was what a willing buyer would pay
and what a willing seller would take.
Also on October 14, 2003, IOT sold and conveyed the office building
known as One Hickory Centre and 202 acres of unimproved real property known as
the Travelers Land in Dallas County, Texas to Encino Executive Plaza, Ltd. The
sale price for One Hickory Centre was $12,200,000 and Encino Executive Plaza,
Ltd. executed a wrap-around promissory note in the amount of $11,973,025.07
payable to the order of IOT secured by a Deed of Trust encumbering One Hickory
Centre. As with the prior transaction, the difference between the purchase price
and the promissory note represented adjustments for various prorations. The sale
price for the Travelers Land was $25,000,000. At closing, Encino Executive
Plaza, Ltd. executed an all inclusive wrap-around promissory note payable to the
order of IOT in the principal amount of $22,801,987.03 secured by a Deed of
Trust covering the Travelers Land sold and delivered cash to IOT in the amount
of $1,946,715,88, the remaining difference of which was as a result of
prorations and various
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expenses paid by IOT in connection with the closing of the transaction.
Subsequently, IOT made a loan to Encino Executive Plaza, Ltd. in the amount of
$1,567,232 payable upon demand or if no demand is made prior thereto on June 30,
2006 with a market rate of interest. Encino Executive Plaza, Ltd. executed and
delivered a promissory note payable to the order of IOT in the stated principal
amount of $1,567,232.
Financial statements with respect to the office building so acquired
and sold by IOT are not yet available and will be filed by amendment of this
report within the time required.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Registrant will file the required financial statements required by this
item by amendment not later than sixty days after the date of this initial
current report on Form 8-K.
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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: November 14, 2003. INCOME OPPORTUNITY 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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