UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 1996 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 33-70654 AMERICAN ASSET ADVISERS TRUST, INC. MARYLAND CORPORATION IRS IDENTIFICATION NO. 76-0410050 8 GREENWAY PLAZA, SUITE 824 HOUSTON, TX 77046 Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. X Yes No THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (a) AND (b) OF FORM 10-Q AND IS, THEREFORE, FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT. PART I - FINANCIAL INFORMATION Item 1. Financial Statements AMERICAN ASSET ADVISERS TRUST, INC. CONSOLIDATED BALANCE SHEETS SEPTEMBER 30, 1996 AND DECEMBER 31, 1995 September 30, December 31, 1996 1995 (Unaudited) ASSETS CASH & CASH EQUIVALENTS $ 1,761,033 $ 1,564,961 PROPERTY: Land 3,785,097 2,152,103 Buildings 4,435,713 4,436,074 8,220,810 6,588,177 Accumulated depreciation (166,878) (81,512) TOTAL PROPERTY 8,053,932 6,506,665 NET INVESTMENT IN DIRECT FINANCING LEASE 3,154,999 582,753 OTHER ASSETS: Acquisition costs 94,998 77,761 Accrued rental income 58,164 23,845 Organization costs, net of accumulated amortization of $146,705 and $99,130, respectively 379,941 214,638 TOTAL OTHER ASSETS 533,103 316,244 TOTAL ASSETS 13,503,067 8,970,623 LIABILITIES AND SHAREHOLDERS' EQUITY LIABILITIES Accounts payable 63,860 67,481 Compensation payable 150,000 150,000 Security deposit 15,050 15,050 TOTAL LIABILITIES 228,910 232,531 MINORITY INTEREST 3,597,249 1,596,169 SHAREHOLDERS' EQUITY Common stock, $.01 par value, 25,000,000 shares authorized, 1,123,785 and 827,876 shares issued and outstanding, respectively 11,238 8,279 Additional paid-in capital 10,109,280 7,438,368 Accumulated distributions in excess of earnings (443,610) (304,724) TOTAL SHAREHOLDERS' EQUITY 9,676,908 7,141,923 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 13,503,067 $ 8,970,623 See Notes to Consolidated Financial Statements. 2 AMERICAN ASSET ADVISERS TRUST, INC. STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995 (Unaudited) Quarter Year to Date 1996 1995 1996 1995 REVENUES Rental income from operating leases $ 185,242 $ 90,280 $ 547,704 $ 246,057 Earned income from direct financing leases 33,143 18,590 61,001 46,678 Interest income 40,034 46,749 112,563 113,456 TOTAL REVENUES 258,419 155,619 721,268 406,191 EXPENSES Administrative 8,544 0 25,632 0 Amortization 16,681 15,447 47,575 46,023 Compensation 0 150,000 0 150,000 Depreciation 28,459 14,313 85,366 38,528 Directors' fees 3,000 4,500 10,500 13,500 Filing fees 0 200 375 1,260 Interest 2,000 0 2,000 0 Legal & professional fees 12,514 19,148 27,289 38,259 Printing 47 2,140 4,051 6,397 Travel 0 0 885 1,330 Other 3,038 386 5,961 2,317 TOTAL EXPENSES 74,283 206,134 209,634 297,614 INCOME BEFORE MINORITY INTEREST IN NET INCOME OF CONSOLIDATED JOINT VENTURE 184,136 (50,515) 511,634 108,577 MINORITY INTEREST IN NET INCOME OF CONSOLIDATED JOINT VENTURE (45,739) (19,905) (120,422) (51,811) NET INCOME (LOSS) $ 138,397 $ (70,420) $ 391,212 $ 56,766 NET INCOME (LOSS) PER SHARE: Primary $ 0.13 $ (0.10) $ 0.38 $ 0.09 Fully Diluted $ 0.12 $ $ 0.37 $ WEIGHTED AVERAGE COMMON AND COMMON EQUIVALENT SHARES OUTSTANDING: Primary 1,081,306 706,417 1,028,815 632,763 Fully Diluted 1,383,782 1,331,291 See Notes to Consolidated Financial Statements. 3 AMERICAN ASSET ADVISERS TRUST, INC. CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1996 (Unaudited) Accumulated Additional Distributions Common Paid in in Excess of Stock Capital Earnings Total Balance at December 31, 1995 $ 8,279 $ 7,438,368 $ (304,724) $ 7,141,923 Issuance of common stock 2,004 2,001,764 2,003,768 Issuance costs (202,498) (202,498) Distributions (162,724) (162,724) Net income 117,436 117,436 Balance at March 31, 1996 10,283 9,237,634 (350,012) 8,897,905 Issuance costs (3,891) (3,891) Distributions (180,921) (180,921) Net income 135,379 135,379 Balance at June 30, 1996 10,283 9,233,743 (395,554) 8,848,472 Issuance of common stock 955 978,254 979,209 Issuance costs (102,717) (102,717) Distributions (186,453) (186,453) Net income 138,397 138,397 Balance at September 30, 1996 $ 11,238 $ 10,109,280 $ (443,610) $ 9,676,908 See Notes to Consolidated Financial Statements. 4 AMERICAN ASSET ADVISERS TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995 (Unaudited) Quarter Year to Date 1996 1995 1996 1995 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $ 138,397 $ (70,420) $ 391,212 $ 56,766 Adjustments to reconcile net income to net cash flows from operating activities: Amortization 16,681 15,447 47,575 46,023 Depreciation 28,459 14,313 85,366 38,528 Decrease in accounts receivable 3,700 10,103 0 69 Increase (decrease) in accounts payable 45,557 10,836 (3,621) 13,634 Increase in compensation payable 0 150,000 0 150,000 Increase in security deposit 0 15,050 0 15,050 Cash receipts from direct financing leases in excess of (less than) income recognized (3,661) 966 (2,185) 2,212 Decrease in escrow deposits, net of minority interest partners 51,900 75,000 0 0 Increase in accrued rental income (11,916) (5,294) (34,319) (5,294) Increase in organization costs (31,033) 0 (212,878) (15,530) Increase in minority interest 45,739 19,905 120,422 51,811 NET CASH FLOWS FROM OPERATING ACTIVITIES 283,823 235,906 391,572 353,269 CASH FLOWS FROM INVESTING ACTIVITIES Acquisition of real estate: Accounted for under the operating method (845,272) (2,699,820) (845,272) (2,716,767) Accounted for under the direct financing method (1,342,805) 0 (1,342,805) 0 Acquisition costs 67,151 110,363 (17,237) (37,275) NET CASH FLOWS FROM INVESTING ACTIVITIES (2,120,926) (2,589,457) (2,205,314) (2,754,042) CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of stock, net of issuance costs 876,492 835,346 2,673,871 2,259,773 Decrease in short-term notes receivable 0 793,456 0 0 Distributions paid to shareholders (186,453) (107,803) (530,098) (289,609) Distributions to minority interest partners (49,403) (23,857) (133,959) (62,361) NET CASH FLOWS FROM FINANCING ACTIVITIES 640,636 1,497,142 2,009,814 1,907,803 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (1,196,467) (856,409) 196,072 (492,970) CASH and CASH EQUIVALENTS at beginning of period 2,957,500 1,649,026 1,564,961 1,285,587 CASH and CASH EQUIVALENTS at end of period $ 1,761,033 $ 792,617 $ 1,761,033 $ 792,617 See Notes to Consolidated Financial Statements. 5 AMERICAN ASSET ADVISERS TRUST, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 1996 AND SEPTEMBER 30, 1995 (Unaudited) Quarter Year to Date 1996 1995 1996 1995 SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING ACTIVITIES: Real estate contributed by partners of the consolidated joint ventures $ 2,014,617 $ 0 $ 2,014,617 $ 0 See Notes to Consolidated Financial Statements. 6 AMERICAN ASSET ADVISERS TRUST, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30,1996 AND SEPTEMBER 30,1995 (Unaudited) 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES American Asset Advisers Trust, Inc. ("the Company") was incorporated on August 17, 1993 as a Maryland corporation. The initial issuance of 20,001 shares of stock for $200,010 was to American Asset Advisers Realty Corporation. Commencing March 17, 1994, the Company offered up to 2,000,000 additional shares of common stock together with 1,000,000 warrants. The warrants are exercisable at $9 per share between April 1997 and April 1998. The offering period terminated on March 15, 1996 with subscriptions having been received for 1,028,253 shares. On June 18, 1996 the Company offered up to 2,853,659 additional shares of its common stock. The offering will terminate June 17, 1998. As of September 30, 1996, subscriptions had been received for 95,532 shares in this second offering bringing the total shares issued and outstanding to 1,123,785 shares. The Company was formed with the intention to qualify and to operate as a real estate investment trust under federal tax laws. The Company will acquire commercial and industrial properties using invested and borrowed funds. The selection, acquisition and supervision of the operation of properties is managed by American Asset Advisers Realty Corporation, ("AAA"), a related party. The consolidated financial statements include the accounts of American Asset Advisers Trust, Inc. and its majority interest in three joint ventures. The financial records of the Company are maintained on the accrual basis of accounting whereby revenues are recognized when earned and expenses are reflected when incurred. Rental income is recorded ratably over the life of the lease. For purposes of the statement of cash flows the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. There has been no cash paid for income taxes or interest during 1996 or 1995. Real estate is leased to others on a net lease basis whereby all operating expenses related to the properties including property taxes, insurance and common area maintenance are the responsibility of the tenant. The leases are accounted for under the operating method or the direct financing method. Under the operating method, the properties are recorded at cost. Rental income is recognized ratably over the life of the lease and depreciation is charged as incurred. Under the direct financing method, properties are recorded at their net investment. Unearned income is deferred and amortized to income over the life of the lease so as to produce a constant periodic rate of return. 7 Buildings are depreciated using the straight-line method over an estimated useful life of 39 years. Organization costs incurred in the formation of the Company are amortized on a straight-line basis over five years. Syndication costs incurred in the raising of capital through the sale of common stock is treated as a reduction of shareholders equity. The Company is qualified as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, and is, therefore, not subject to Federal income taxes provided it meets all conditions specified by the Internal Revenue Code for retaining its REIT status, including the requirement that at least 95% of its real estate investment trust taxable income is distributed by March 15 of the following year. The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-Q and do not include all of the disclosures required by generally accepted accounting principles. The financial statements reflect all normal and recurring adjustments which are, in the opinion of management, necessary to present a fair statement of results for the three and nine month periods ended September 30, 1996 and September 30, 1995. The financial statements of American Asset Advisers Trust, Inc. contained herein should be read in conjunction with the financial statements included in the Company's annual report on Form 10-K for the year ended December 31, 1995. 2. RELATED PARTY TRANSACTIONS 20,001 shares of the Company's stock are owned by American Asset Advisers Realty Corporation ("AAA"). The common stock of AAA is wholly owned by H. Kerr Taylor, President and Director of the Company. In addition, the Company has entered into an Omnibus Services Agreement with AAA whereby AAA provides acquisition, leasing, administrative and management services for the Company. For the three and nine months ended September 30, 1996, $8,544 and $25,632 were paid to AAA for administrative services. No such fees were paid to AAA during the nine months ended September 30, 1995 for administrative services. Certain costs have been incurred by AAA in connection with the organization and syndication of the Company. Reimbursement of these costs become obligations of the Company in accordance with the terms of the offering. $23,390 and $78,050 of costs were incurred by AAA for the three and nine months ended September 30, 1996 in connection with the issuance and marketing of the Company's stock. $16,181 and $41,405 of costs were incurred by AAA for the three and nine months ended September 30, 1995 in connection with the issuance and marketing of the Company's stock. These costs are reflected as syndication costs. Acquisition fees, including real estate commissions, finders fees, consulting fees and any other non-recurring fees incurred in connection with locating, evaluating and selecting properties and structuring and negotiating the acquisition of properties are included in the basis of the properties. $47,064 and $129,748 of acquisition fees were incurred and paid to AAA for the three and nine months ended September 30, 1996. $73,446 and $195,865 of acquisition fees were incurred and paid to AAA for the three and nine months ended September 30, 1995. 8 On August 22, 1995, the Board of Directors approved a special compensation payment plan for H. Kerr Taylor in the amount of $150,000 for services provided from August 1993 through August 1995. In connection therewith, the Company executed a demand note payable at the earlier of July 15, 1996 or the receipt of subscriptions of $10,000,000 from the Company's stock offering. The note shall be payable in cash or stock depending on the availability of cash for such payment. No compensation arrangements were considered by the Board prior to this time because the Company had not raised sufficient funds through its stock offering, as determined by the judgment of the Board, considered necessary for any compensation to be granted. The compensation had not been accrued prior to August 22, 1995 because its payment was uncertain and the level of compensation had not been determined until the August 22, 1995 Board meeting. As of the termination of the initial public offering, the Company had sold in excess of $10,000,000. Although Mr. Taylor can demand payment on the note, such demand has not been made. The decision regarding the nature of the payment, whether in stock or cash, will be made by the Board of Directors at the time Mr. Taylor demands payment. In consideration that no payment has been demanded by Mr. Taylor for the special compensation payment, the Board of Directors approved at its August 1, 1996 meeting the payment of interest to Mr. Taylor at an annual rate of 8%. This interest payment will be paid at the end of six months in cash or in stock. As of September 30, 1996, $2,000 of interest has been accrued related to this note. No decisions as yet have been made with respect to any additional compensation for any period after August 1995. The Board of Directors commissioned an external study with respect to the amount and type of compensation which could be paid in the future to officers and/or directors, as well as the contingencies and performance standards on which compensation will be determined. The compensation portion of the study has been completed and will be considered at such time as the Board determines in the future to consider a new compensation arrangement. Accordingly, the financial statements do not include any accruals for compensation subsequent to August 1995. On September 23, 1996, the Company entered into a joint venture with AAA Net Realty XI, Ltd., an affiliated entity. The joint venture was formed for the purchase of a parcel of land in The Woodlands, Texas upon which the tenant, Bank United, will construct a branch bank building at its cost. At the termination of the lease the improvements will be owned by the joint venture. The Company s interest in the joint venture is 51%. On April 5, 1996, the Company entered into a joint venture with AAA Net Realty Fund XI, Ltd. and AAA Net Realty Fund X, Ltd., affiliated partnerships, for the purchase of a property which is being operated as a Just For Feet retail store in Tucson, Arizona. The Company's interest in the joint venture is 51.9%. The property was purchased on September 11, 1996 after the construction was completed. On September 12, 1995, the Company entered into a joint venture agreement with AAA Net Realty Fund XI, Ltd. for the purchase of a property which is being operated as a Blockbuster Music Store in Wichita, Kansas. The Company's interest in the joint venture is 51%. 9 3. MAJOR TENANTS The following schedule summarizes total rental income by lessee for the three and nine months ended September 30, 1996 and September 30, 1995: Quarter Year to Date 1996 1995 1996 1995 Tandy Corporation $27,225 $27,306 $ 81,675 $ 81,756 America's Favorite Chicken Co. 23,027 27,027 68,929 71,180 Blockbuster Music Retail, Inc. 94,575 52,029 283,725 137,291 One Care Health Industries, Inc. 50,409 2,508 151,227 2,508 Just For Feet, Inc. 22,536 - 22,536 - Bank United 613 - 613 - 4.EARNINGS PER SHARE The number of shares used in the calculation of primary earnings per share for the three and nine months ended September 30, 1996 and September 30, 1995 are based on the weighted average number of shares of common stock outstanding and, if dilutive, common stock equivalents (stock warrants) of the Company using the modified treasury stock method. The number of shares used in the calculation of fully diluted earnings per share for the three and nine months ended September 30, 1996 and September 30, 1995 are based on the weighted average number of shares of common stock outstanding and the number of shares of common stock issued through the exercise of the Company's stock warrants using the modified treasury stock method. The calculation of fully diluted earnings per share for the three and nine months ended September 30, 1995 proved to be anti-dilutive. Consequently, fully diluted earnings per share is not presented for these periods. 10 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. American Asset Advisers Trust, Inc. ("the Company") was organized on August 17, 1993 to acquire, either directly or through joint venture arrangements, undeveloped, newly constructed and existing net-lease real estate that is located primarily on corner or out- parcel locations in strong commercial corridors, to lease to tenants having a minimum net worth of $40 million on a net-lease basis, to hold the properties with the expectation of equity appreciation producing a steadily rising income stream for its shareholders. LIQUIDITY AND CAPITAL RESOURCES The Company was organized August 17, 1993 with the intention to qualify and to operate as a real estate investment trust under federal tax laws. Commencing March 17, 1994, the Company offered up to 2,000,000 additional shares of common stock together with 1,000,000 warrants. The offering period terminated on March 15, 1996 with subscriptions having been received for 1,028,253 shares. On June 18, 1996 the Company began a new offering of 2,853,659 shares of its common stock. The offering will terminate on June 17, 1998. As of September 30, 1996, subscriptions had been received for 95,532 shares in this second offering bringing the total shares issued and outstanding to 1,123,785 shares. On August 22, 1995, the Board of Directors approved a special compensation payment for Mr. Taylor in the amount of $150,000. Mr. Taylor has received no other compensation from the Company for serving as its President. In connection with the special compensation payment, the Company executed a demand note payable at the earlier of July 15, 1996 or the receipt of $10,000,000 from the Company's stock offering. The note shall be payable in cash or stock depending on the availability of cash for such payment. No compensation arrangements were considered by the Directors prior to August 22, 1995, because in their judgment, the Company had not raised sufficient funds to award such compensation. The compensation had not been accrued prior to August 22, 1995 because its payment was uncertain and the level of compensation had not been determined until the August 1995 meeting of the Board of Directors. As of the termination of the initial public offering, the Company had sold in excess of $10,000,000. Although Mr. Taylor can demand payment on the note, such demand has not been made. The decision regarding the nature of the payment, whether in stock or cash, will be made by the Board of Directors at the time Mr. Taylor demands payment. In consideration that no payment has been demanded by Mr. Taylor for the special compensation payment, the Board of Directors approved at its August 1, 1996 meeting the payment of interest to Mr.Taylor at an annual rate of 8%. This interest payment will be paid at the end of six months in cash or in stock. Should the note and interest be paid in cash, such payment would reduce the funds from operations available for distribution and, therefore, would decrease distributions to shareholders. On September 23, 1996, the Company entered into a joint venture with AAA Net Realty XI, Ltd., an affiliated entity, for the purpose of acquiring property in The Woodlands, Texas upon which a branch bank building will be constructed. The Company's interest in the joint venture is 51% and the Company's share of the purchase price for the property was $260,587 plus $9,713 in acquisition fees paid to affiliates. 11 On April 5, 1996, the Company entered into a joint venture with AAA Net Realty Fund XI, Ltd. and AAA Net Realty Fund X, Ltd., affiliated partnerships, for the purpose of acquiring a property which is being operated as a Just For Feet retail store in Tucson, Arizona. The Company's interest in the joint venture is 51.9% and the Company's share of the purchase price for the property was $1,815,329 plus $102,860 in acquisition fees paid to affiliates. RESULTS OF OPERATIONS Revenues for the three months ended September 30, 1996 were comprised of $218,385 from the Company's real estate operations and $40,034 from interest income. This represented an increase of $109,515 in rental income over the three months ended September 30, 1995 and a decrease of $6,715 in interest income. The Company owned five properties for the entire third quarter of 1996 and the sixth and seventh properties were acquired in September of 1996 while four properties were owned for the entire third quarter of 1995 and the fifth property was acquired in September of 1995. The Company's operating expenses decreased from $206,134 for the third quarter of 1995 to $74,283 for the third quarter of 1996 primarily from executive compensation of $150,000 for the period from August 1993 through August 1995. See Note 2 for additional information. The Company recorded net income of $138,397 for the three months ended September 30, 1996 as compared to a net loss of $70,420 for the three months ended September 30, 1995. For the nine months ended September 30, 1996, the Company's total revenues of $721,268 were comprised of $608,705 from real estate operations and $112,563 from interest income. The Company owned five properties for the entire first nine months of 1996 and the sixth and seventh properties were acquired in September of 1996 while three properties were owned for the entire first nine months of 1995 and the fourth and fifth properties were acquired in the third quarter of 1995. The Company's operating expenses decreased from $297,614 for the first nine months of 1995 to $209,634 for the first nine months of 1996 primarily from executive compensation of $150,000 discussed above partially offset by an increase in administrative expenses and depreciation which resulted from the overall increase in the activity of the Company. The Company recorded net income of $391,212 for the nine months ended September 30, 1996 as compared to $56,766 for the nine months ended September 30, 1995. Revenues increased from $55,067 to $155,619 for the third quarter of 1995 as compared to the third quarter of 1994. The Company's real estate operations generated income of $108,870 from three properties owned for the entire third quarter of 1995 and two additional properties were acquired in September 1995 while $44,799 was earned during the same period in 1994 from one property which was acquired in June of 1994 and a second property which was acquired in August of 1994. Interest income also increased from $10,268 to $46,749 primarily because the Company received interest on a construction loan for most of the quarter in addition to the interest earned on invested funds. The Company's operating expenses for the third quarter increased $180,643 over those of the third quarter of 1994 primarily from executive compensation of $150,000 discussed above and from an increase in other administrative expenses and depreciation which resulted from the overall increase in the activity of the Company. 12 For the nine months ended September 30, 1995, the Company's real estate income was $292,735 compared to $49,639 for the nine months ended September 30, 1994. The Company received rental income throughout 1995 from three properties and part of September from two additional properties while the Company's first two properties were acquired in June and August of 1994. Interest income for the nine months ended September 30, 1995 totaled $113,456 compared to $20,154 for the nine months ended September 30, 1994. Proceeds from the Company's common stock offering were not disbursed from the escrow account until May 9, 1994. Consequently, no significant interest income was earned by the Company until that time. The Company's operating expenses, excluding depreciation and amortization, increased approximately $201,000 primarily from $150,000 of executive compensation discussed above and from an increase in professional fees. The Company recorded net income of $56,766 and $30,161 for the nine months ended September 30, 1995 and September 30, 1994, respectively. 13 PART II - OTHER INFORMATION Item 1. Legal Proceedings NONE Item 4. Submission of Matters to a Vote of Security Holders NONE Item 5. Other Information NONE Item 6. Exhibits and Reports on Form 8-K Exhibit 11 - Computation of Earnings Per Share Exhibit 27 - Financial Data Schedule Report on Form 8-K: Form 8-K-A was filed on July 30, 1996 to amend Form 8-K filed November 28, 1994 to report the acquisition of a property through a joint venture with two affiliates on lease to BlockBuster Music Retail, Inc. which is being operated as a BlockBuster Music Store. Form 8-K-A was filed on July 30, 1996 to amend Form 8-K filed August 3, 1994 to report the acquisition of a property on lease to America s Favorite Chicken Company which is being operated as a Church s Chicken restaurant. Form 8-K-A was filed on July 30, 1996 to amend Form 8-K filed June 27, 1994 to report the acquisition of a property on lease to Tandy Corporation which is being operated as a Radio Shack store. 14 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 thereunto duly authorized. American Asset Advisers Trust, Inc. (Registrant) November 14, 1996 H. Kerr Taylor Date H. Kerr Taylor, President November 14, 1996 H. Kerr Taylor Date H. Kerr Taylor, Chief Financial Officer 15