1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A AMENDMENT NO. 1 TO CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): March 23, 1998 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 (I.R.S. Employer Incorporation or Organization) Number) Identification Number) 6210 NORTH BELTLINE ROAD, SUITE 170, IRVING, TEXAS 75063 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE) Registrant's telephone number, including area code: (972) 756-6000 2 The undersigned Registrant hereby amends its Current Report on Form 8-K filed March 23, 1998, to include the exhibits required by Item 7 (c). ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. *10.1 Purchase and Sale Agreement and Joint Escrow Instructions by and between CM Property Management, Inc. and American Industrial Properties REIT dated July 15, 1997. *10.2 Purchase and Sale Agreement and Escrow Instructions by and between Corporex Properties of Tampa, Inc., CPX-Westshore Corporation, and American Industrial Properties REIT. *10.3 Amendment to Purchase and Sale Agreement and Escrow Instructions by and between Corporex Properties of Tampa, Inc., CPX-Westshore Corporation, and American Industrial Properties REIT. *10.4 Purchase and Sale Agreement between the Equitable Life Assurance Society of the United States and American Industrial Properties REIT dated December 17, 1997. *10.5 Purchase and Sale Agreement between Nanook Partners, L.P. and American Industrial Properties REIT. - --------------- * Filed herewith. 3 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 By: /s/ Marc A. Simpson ------------------------------ Marc A. Simpson Chief Financial Officer Dated: May 14, 1998 4 INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION - ------ ----------- *10.1 Agreement of Purchase and Sale and Joint Escrow Instructions by and between CM Property Management, Inc. and American Industrial Properties REIT dated July 15, 1997. *10.2 Purchase and Sale Agreement and Escrow Instructions by and between Corporex Properties of Tampa, Inc., CPX-Westshore Corporation, and American Industrial Properties REIT. *10.3 Amendment to Purchase and Sale Agreement and Escrow Instructions by and between Corporex Properties of Tampa, Inc., CPX-Westshore Corporation, and American Industrial Properties REIT. *10.4 Purchase and Sale Agreement between The Equitable Life Assurance Society of the United States and American Industrial Properties REIT dated December 17, 1997. *10.5 Purchase and Sale Agreement by and between Nanook Partners, L.P. and American Industrial Properties REIT. - --------------- * Filed herewith.