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): August 20, 1997
USAA Real Estate Income Investments I Limited Partnership
(Exact name of registrant as specified in its charter)
California 0-13227 74-2325025
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
8000 Robert F. McDermott Fwy., IH 10 West, Suite 600,
San Antonio, Texas 78230-3884
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(210) 498-7391
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On August 20, 1997, a purported class action lawsuit (the
"Lawsuit"), which was filed in the Superior Court of the State of
Arizona, was served upon USAA Real Estate Company, USAA
Properties I, Inc. ("RELP GP I"), USAA Properties II, Inc. ("RELP
GP II"), USAA Properties III, Inc. ("RELP GP III"), USAA
Properties IV, Inc. ("RELP GP IV", together with RELP GP I, RELP
GP II and RELP GP III, the "RELP GPs"), certain other affiliated
entities and the individual members of the boards of directors of
each of the RELP GPs. American Industrial Properties REIT (the
"Trust") was also named as a defendant. The suit alleges among
other things, breaches of fiduciary duty in connection with the
transactions contemplated by merger agreements entered into by
USAA Real Estate Income Investments I Limited Partnership, USAA
Real Estate Income Investments II Limited Partnership, USAA
Income Properties III Limited Partnership and USAA Income
Properties IV Limited Partnership (collectively the "RELPS") and
the Trust, dated as of June 30, 1997, whereby each RELP would be
merged with and into the Trust (collectively, the "Merger").
The Lawsuit seeks, among other things, to enjoin the
consummation of the Merger and damages, including attorneys' fees
and expenses. The defendants believe that the plantiffs' claims
are without merit and intend to defend vigorously against the
Lawsuit.
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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.
USAA REAL ESTATE INCOME INVESTMENTS I
LIMITED PARTNERSHIP (Registrant)
BY: USAA INVESTORS I, INC.,
General Partner
September 2, 1997 BY:/s/Martha J. Barrow
Martha J. Barrow
Vice President -
Administration and
Finance/Treasurer
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