1 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): November 3, 2000 AMERICAN INDUSTRIAL PROPERTIES REIT (Exact name of Registrant as specified in its Charter) Texas 1-9016 75-6335572 (State or other jurisdiction of (Commission file number) (I.R.S. Employer incorporation or organization) Identification Number) 6210 North Beltline Road, Suite 170, Irving, Texas 75063-2656 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (972) 756-6000 Not applicable (Former name or former address, if changed since last report) 2 ITEM 5. OTHER EVENTS. On November 3, 2000, a purported class action and derivative action lawsuit was filed in Dallas County Court at Law No. 1 by a shareholder of American Industrial Properties REIT seeking, among other things, to enjoin the consummation of the announced merger between a subsidiary of Developers Diversified Realty Corporation and AIP. DDR and AIP's trust managers have been named as defendants in the lawsuit, and AIP has been named as a nominal defendant. The plaintiff alleges that the defendants have breached fiduciary duties, abused their control of AIP, and committed waste by agreeing to the terms of the announced merger and that the defendants will be unjustly enriched if the proposed merger is consummated. The plaintiff has also sued for unspecified damages, punitive damages, and attorneys' fees. AIP and its affiliated defendants deny the plaintiff's allegations of wrongdoing and intend to vigorously defend themselves. 2 3 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Date: November 9, 2000 AMERICAN INDUSTRIAL PROPERTIES REIT By: /s/ Charles W. Wolcott -------------------------------------- Charles W. Wolcott President and Chief Executive Officer