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 6, 1999 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 6, 1999, American Industrial Properties REIT (the "Trust") was notified by William H. Bricker that Mr. Bricker does not intend to retire from the Board of Trust Managers. The Trust had previously confirmed to Developers Diversified Realty Corporation under the Share Purchase Agreement dated July 31, 1998 that Mr. Bricker had agreed to retire from the Board of Trust Managers. 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 Senior Vice President and Chief Financial Officer Dated: June 4, 1999