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) June 2, 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 1. CHANGES IN CONTROL OF REGISTRANT
On June 2, 2003, Syntek West, Inc., a Nevada corporation ("SWI")
purchased from Basic Capital Management, Inc., a Nevada corporation ("BCM"),
781,773 shares of Common Stock, par value $0.01 per share of Income Opportunity
Realty Investors, Inc. ("IOT" or the "Issuer") at a price of $18.45 per share in
cash (an aggregate of $14,423,711), the full amount of which was paid by SWI
through a credit on and against the outstanding balance owed by BCM to SWI on a
Promissory Note dated July 1, 2001 payable to the order of SWI (the "BCM Note").
The BCM Note is a $21,000,000 unsecured line of credit note dated July 1, 2001
payable to the order of SWI which bears interest at the Wall Street Journal
prime rate plus 2% and matures on June 30, 2004. Immediately after consummation
of such transaction, on June 3, 2003, SWI contributed all 781,773 Shares of IOT
to the capital of Syntek Acquisition Corp., a Nevada corporation ("SAC") and a
wholly-owned subsidiary of SWI. The 781,773 shares of IOT Common Stock
constitutes approximately 54.3% of the shares of Common Stock of IOT outstanding
(which is a total of 1,438,945 shares).
All of the issued and outstanding Common Stock of SWI is owned by Gene
E. Phillips. Each of SWI and SAC has its principal executive offices located at
1800 Valley View Lane, Suite 100, Dallas, Texas 75234. Mr. Gene E. Phillips'
business address is 1800 Valley View Lane, Suite 300, Dallas, Texas 75234. Mr.
Gene E. Phillips' present principal occupation is Chief Executive Officer and
President of SWI, and he is a citizen of the United States of America.
The shares of Common Stock of IOT acquired by SWI resulted in the
cessation of ownership of any such shares by Income Opportunity Acquisition
Corporation, a Nevada corporation ("IOT AcqSub") (265,036 shares acquired
pursuant to a cash tender offer at $19 per Share on March 18, 2003), shares
previously held by EQK Holdings, Inc., a Nevada corporation ("EQK") (409,935
shares of IOT held for more than two years), any beneficial ownership by
American Realty Trust, Inc., a Georgia corporation ("ART"), as the parent of
EQK, and any beneficial ownership of American Realty Investors, Inc., a Nevada
corporation ("ARL"), the parent corporation of ART, and 106,802 shares
previously owned by BCM. After giving effect to the transactions occurring on
June 2, 2003, SWI acquired the ownership of 781,773 shares of IOT Common Stock
representing approximately 54.3% of the issued and outstanding Common Stock of
IOT. Separately, Transcontinental Realty Investors, Inc. ("TCI"), continues to
hold 345,728 shares of Common Stock of IOT which constitutes approximately 24%
of the issued and outstanding shares of Common Stock of IOT. To the knowledge of
the Issuer, no other person or entity owns or holds a significant percentage of
Common Stock of IOT or 5% or more of the outstanding Common Stock of IOT. The
basis for the control is the ownership by SAC directly (and SWI beneficially) of
more than 50% of the issued and outstanding Common Stock of IOT.
To the present knowledge of the Issuer, there are no arrangements or
understandings among representatives of SWI and BCM or their associates with
respect to the election of directors or other matters. However, SWI and its
representatives may be expected to review current management of IOT and may in
the future determine to continue such management arrangements or request changes
in such management arrangements. In addition, there are no arrangements known to
the Issuer, the operation of which may at a subsequent date result in a further
change of control of the Issuer.
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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: June 12, 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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