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): September 16, 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) 2 ITEM 5. OTHER EVENTS. On September 16, 1998, American Industrial Properties REIT, a Texas real estate investment trust (the "Trust"), and Developers Diversified Realty Corporation, an Ohio corporation ("DDR"), entered into Amendment No. One ("Amendment No. One") to the Share Purchase Agreement, dated as of July 30, 1998, between the Trust and DDR. A copy of Amendment No. One is filed as an exhibit to this Form 8-K. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. *10.1 Amendment No. One, dated as of September 14, 1998, to the Share Purchase Agreement, dated as of July 30, 1998, between the Trust and DDR. - ------------------ * Filed herewith. 2 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 /s/ Marc A. Simpson ------------------------------------------------- Marc A. Simpson Senior Vice President and Chief Financial Officer, Secretary and Treasurer Dated: September 16, 1998 3 4 EXHIBIT LIST *10.1 Amendment No. One, dated as of September 14, 1998, to the Share Purchase Agreement, dated as of July 30, 1998, between the Trust and DDR. - --------------- * Filed herewith 4