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): January 29, 1999 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 February 3, 1999, American Industrial Properties REIT, a Texas real estate investment trust (the "Trust"), issued the press release attached hereto as Exhibit 99.1, which is incorporated herein by reference. The press release announced that Russell C. Platt resigned from the Board of Trust Managers and that the Trust's Board of Trust Managers appointed J. Timothy Morris to fill the vacancy. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) EXHIBITS. 99.1 Press Release dated February 3, 1999 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 Date: February 3, 1999 3 4 EXHIBIT LIST EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Press Release dated February 3, 1999