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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): January 29, 1998
AMERICAN INDUSTRIAL PROPERTIES REIT
(Exact Name of Registrant as Specified in Charter)
TEXAS 1-9016 75-6335572
(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification Number)
6210 N. Beltline Road, Suite 170, Irving, Texas 75063
(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)
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ITEM 5. OTHER EVENTS.
Effective January 29, 1998, American Industrial Properties REIT (the
"Trust") sold 733,945 common shares of beneficial interest ("Common Shares") to
Praedium II Industrial Associates LLC for $10,000,000 ("Praedium"). Praedium
was granted registration rights with respect to such shares.
In connection with the Praedium closing, ABKB LaSalle Securities
Limited Partnership, LaSalle Advisors Limited Partnership (collectively, the
"LaSalle Entities"), MS Real Estate Special Situations, Inc. and Morgan Stanley
Asset Management Inc. (collectively, the "Morgan Entities") gave notice to the
Trust that they will be exercising their preemptive rights to purchase
additional Common Shares. The LaSalle Entities gave notice that they will
purchase 275,300 Common Shares for $3,750,962.50 and the Morgan Entities gave
notice that they will purchase 367,000 Common Shares for $5,000,375.
In connection with the Praedium transaction, the Trust agreed to
nominate for re-election one nominee for Trust Manager from each of the LaSalle
Entities and the Morgan Entities at future annual meetings of shareholders for
so long as such party shall be a holder of the Trust's Common Shares in an
amount equal to at least 5% of the Trust's outstanding Common Shares.
Effective February 1, 1998, the Board of Trust Managers adopted the
Fifth Amended and Restated Bylaws. Amendments were made to the Bylaws to
conform them with those of other real estate investment trusts and to comply
with the Texas Real Estate Investment Trust Act.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS.
(*)3.1 Fifth Amended and Restated Bylaws.
(*)10.1 Common Share Purchase dated as of January 29, 1998, by and between
American Industrial Properties REIT and Praedium II Industrial
Associates LLC.
(*)10.2 Registration Rights Agreement dated as of January 29, 1998, by and
between American Industrial Properties REIT and Praedium II Industrial
Associates LLC.
(*)10.3 Agreement dated as of January 29, 1998, by and among American
Industrial Properties REIT, USAA Real Estate Company, ABKB/LaSalle
Securities Limited Partnership (as Agent for and for the benefit of
particular clients), MS Real Estate Special Situations, Inc. and
Morgan Stanley Asset Management Inc.
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(*) Filed herewith.
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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 by the
undersigned hereunto duly authorized.
AMERICAN INDUSTRIAL PROPERTIES REIT
/s/ CHARLES W. WOLCOTT
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Charles W. Wolcott
President and Chief Executive Officer
Dated: February 9, 1998
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EXHIBIT LIST
* 3.1 Fifth Amended and Restated Bylaws.
* 10.1 Common Share Purchase dated as of January 29, 1998, by and between
American Industrial Properties REIT and Praedium II Industrial
Associates LLC.
* 10.2 Registration Rights Agreement dated as of January 29, 1998, by and
between American Industrial Properties REIT and Praedium II Industrial
Associates LLC.
* 10.3 Agreement dated as of January 29, 1998, by and among American
Industrial Properties REIT, USAA Real Estate Company, ABKB/LaSalle
Securities Limited Partnership (as Agent for and for the benefit of
particular clients), MS Real Estate Special Situations, Inc. and
Morgan Stanley Asset Management Inc.
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* Filed herewith