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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 24, 1994
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AMERICAN INDUSTRIAL PROPERTIES REIT
(Exact name of registrant as specified in its charter)
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TEXAS 1-9016 75-6335572
(State or Other Jurisdiction) (Commission File Number) (I.R.S. Employer Identification
of Incorporation Number)
6220 NORTH BELTLINE, SUITE 205, IRVING, TEXAS 75063
(Address of Principal Executive Offices) (zip code)
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Registrant's telephone number, including area code: (214) 550-6053
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective May 24, 1994, Registrant dismissed its prior independent
auditors, Kenneth Leventhal & Company ("KL") and retained as its new
independent auditors, Ernst & Young ("E&Y"). KL's Independent Auditor's Report
on Registrant's financial statements for fiscal years ended December 31, 1993
and December 31, 1992 did not contain an adverse opinion or a disclaimer of
opinion, and was not qualified or modified as to uncertainty, audit scope or
accounting principles. The decision to change independent auditors was
approved by the Audit Committee of the Trust Managers of the Registrant and by
the Trust Managers on May 24, 1994. During the fiscal years ended December 31,
1993 and 1992, and through May 24, 1994, there were no disagreements between
Registrant and KL on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of KL, would have caused it
to make reference to the subject matter of the disagreements in connection with
the report.
Effective May 24, 1994, Registrant engaged E&Y as its independent
auditors. During the last two fiscal years and through May 24, 1994,
Registrant did not consult Ernst & Young regarding any of the matters or events
set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS
16.1 Letter dated May 26, 1994 from Registrant's former independent
auditors.
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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.
AMERICAN INDUSTRIAL PROPERTIES REIT
/s/ Charles W. Wolcott
Charles W. Wolcott
President and Chief Executive Officer
DATE: May 26, 1994
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INDEX TO EXHIBITS
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Sequentially
Exhibit No. Description Numbered Page
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*16.1 Letter dated May 26, 1994 from Registrant's
former independent auditors.
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* Filed herewith.
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EXHIBIT 16.1
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4 of Form 8-K of American
Industrial Properties REIT dated May 24, 1994.
Kenneth Leventhal & Company
Dallas, Texas
May 26, 1994
