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): May 27, 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 No.) 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 May 27, 1998, the Trust held its 1997 Annual Meeting of Shareholders. Results of the items voted on are as follows: 1. Election of seven Trust Managers Total Vote Total Vote Withheld for each for each Trust Manager Trust Manager William H. Bricker 8,643,578 59,151 T. Patrick Duncan 8,643,999 58,730 Robert E. Giles 8,645,829 56,900 Edward B. Kelley 8,641,043 61,686 Stanley J. Kraska, Jr. 8,645,091 57,638 Russell C. Platt 8,644,990 57,739 Charles W. Wolcott 8,644,361 58,368 2. Ratification of Ernst & Young as Independent Auditors For Against Abstain 8,649,770 28,499 24,460 3. Postponement or Adjournment of Annual Meeting For Against Abstain 6,678,105 110,011 1,914,613 All of the preceding proposals were approved by the shareholders of the Trust. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (C) EXHIBITS 99.1 Final Report of Inspectors of Election. 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: June 17, 1998 4 EXHIBIT LIST 99.1 Final Report of Inspectors of Election.