AMERICAN INDUSTRIAL PROPERTIES REIT INC
8-A12B, 1994-02-17
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                               -------------------

                                    FORM 8-A

               FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
                   PURSUANT TO SECTION 12(b) OR 12(g) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                               -------------------

                   AMERICAN INDUSTRIAL PROPERTIES REIT, INC.
             (Exact name of registrant as specified in its charter)


<TABLE>
  <S>                                                  <C>                                     
                   Maryland                                           75-6335572               
  (State of incorporation or organization)             (I.R.S. employer identification number) 
                                                                                               
  6220 North Beltline, Suite 205, Dallas, Texas                         75063                  
  (Address of principal executive offices)                            (zip code)               
</TABLE>       


Securities to be registered pursuant to Section 12(b) of the Act:

<TABLE>
         <S>                                                 <C>                             
         Title of each class                                Name of each exchange on which   
         to be so registered                                each class is to be registered   
         -------------------                                ------------------------------   
                         
Common Stock, $0.01 par value per share                          New York Stock Exchange
</TABLE>





Securities to be registered pursuant to Section 12(g) of the Act:

                                      None
<PAGE>   2
Item 1.          Description of Registrant's Securities to be Registered.

         Reference is made to "The Company's Securities" in the Registrant's
Registration Statement on Form S-4 No. 33-74292, which is incorporated herein
by reference.


Item 2.          Exhibits

1.1              Registrant's Form S-4, with exhibits (previously filed with
                 the Securities and Exchange Commission, File No. 33-74292, on
                 January 21, 1994)

4.1              Articles of Incorporation of the Registrant (included as
                 Exhibit 3.1 to the Registrant's Registration Statement on Form
                 S-4, File No. 33-74292)

4.2              Bylaws of the Registrant (included as Exhibit 3.2 to the
                 Registrant's Registration Statement on Form S-4, File No.
                 33-74292)

5.1              Form of Certificate representing Common Stock of Registrant
                 (to be included as an exhibit to Amendment No.  1 to Form S-4;
                 File No. 33-74292)

6.1              Last annual report to shareholders by American Industrial
                 Properties REIT, the predecessor of the Registrant,
                 (previously filed with the Securities and Exchange Commission
                 on Form 10-K for the year ended December 31, 1992)


                                   SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                       AMERICAN INDUSTRIAL PROPERTIES REIT, INC.


Date:_________________, 1994
                                       ________________________________________
                                       Charles W. Wolcott, 
                                       President and Chief Executive Officer
<PAGE>   3
Item 1.          Description of Registrant's Securities to be Registered.

         Reference is made to "The Company's Securities" in the Registrant's
Registration Statement on Form S-4 No. 33-74292, which is incorporated herein
by reference.


Item 2.          Exhibits

1.1              Registrant's Form S-4, with exhibits (previously filed with
                 the Securities and Exchange Commission, File No. 33-74292, on
                 January 21, 1994)

4.1              Articles of Incorporation of the Registrant (included as
                 Exhibit 3.1 to the Registrant's Registration Statement on Form
                 S-4, File No. 33-74292)

4.2              Bylaws of the Registrant (included as Exhibit 3.2 to the
                 Registrant's Registration Statement on Form S-4, File No.
                 33-74292)

5.1              Form of Certificate representing Common Stock of Registrant
                 (to be included as an exhibit to Amendment No. 1 to Form S-4;
                 File No. 33-74292)

6.1              Last annual report to shareholders by American Industrial
                 Properties REIT, the predecessor of the Registrant,
                 (previously filed with the Securities and Exchange Commission
                 on Form 10-K for the year ended December 31, 1992)


                                   SIGNATURE

         Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.

                                       AMERICAN INDUSTRIAL PROPERTIES REIT, INC.


Date:_________________, 1994           /s/ Charles W. Wolcott 
                                       ________________________________________
                                       Charles W. Wolcott,
                                       President and Chief Executive Officer
<PAGE>   4
                                  EXHIBIT LIST

<TABLE>
<CAPTION>

Exhibit                                                                                      Sequential
Number           Description                                                                 Page Number
- -------          -----------                                                                 -----------
<S>              <C>                                                                             <C>   
1.1              Registrant's Form S-4, with exhibits (previously filed with
                 the Securities and Exchange Commission, File No. 33-74292, on                   
                 January 21, 1994)                                                                *

4.1              Articles of Incorporation of the Registrant (included as
                 Exhibit 3.1 to the Registrant's Registration Statement on Form
                 S-4, File No. 33-74292)                                                          *

4.2              Bylaws of the Registrant (included as Exhibit 3.2 to the
                 Registrant's Registration Statement on Form S-4, File No.
                 33-74292)                                                                        *

5.1              Form of Certificate representing Common Stock of Registrant
                 (to be included as an exhibit to Amendment No. 1 to Form S-4;
                 File No. 33-74292)                                                               *

6.1              Last annual report to shareholders by American Industrial
                 Properties REIT, the predecessor of the Registrant,
                 (previously filed with the Securities and Exchange Commission
                 on Form 10-K for the year ended December 31, 1992)                               *
</TABLE>



*        Filed with the New York Stock Exchange.


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