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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): October 13, 1994
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AMERICAN INDUSTRIAL PROPERTIES REIT
(Exact name of registrant as specified in its charter)
TEXAS 1-9016 75-6335572
(State or Other (Commission File Number) (I.R.S. Employer
Jurisdiction) Identification
of Incorporation Number)
6220 NORTH BELTLINE, SUITE 205, IRVING, TEXAS 75063
(Address of Principal Executive Offices) (zip code)
Registrant's telephone number, including area code: (214) 550-6053
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ITEM 5. OTHER EVENTS
Effective October 7, 1994, the Registrant's Trust Managers adopted a
resolution amending the Registrant's By-Laws to clarify that a vacancy in the
office of Trust Manager may be filled by the affirmative vote of a majority of
the remaining Trust Managers or by the vote of two-thirds (2/3) of the
outstanding shares at an annual or special meeting of the shareholders. A
Trust Manager elected by the Trust Managers to fill such vacancy shall hold
office only until the next annual meeting of shareholders. A Trust Manager
elected by the shareholders to fill a vacancy shall hold office until the next
annual meeting of shareholders and until their successors are elected and
qualified.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS
99.1 By-Law Amendment.
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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
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Charles W. Wolcott
President and Chief Executive Officer
DATE: October 19, 1994
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INDEX TO EXHIBITS
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Sequentially
Exhibit No. Description Numbered Page
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*99.1 By-Law Amendment
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* Filed herewith.
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EXHIBIT 99.1
RESOLVED, that the Second Amended and Restated By-Laws shall be amended to
delete Section 4.3 and replace it with a new Section 4.3 to read as follows:
4.3 Vacancies; Increases. If any or all of the Trust Managers
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cease to be Trust Managers hereunder, whether by reason of
resignation, removal, incapacity, death or otherwise, such event shall
not terminate the Trust or affect its continuity. Until such vacancies
are filled, the remaining Trust Manager or Trust Managers (even though
fewer than three) may exercise the powers of the Trust Managers
hereunder. A replacement for any vacancy occurring in an Independent
Trust Manager's position shall be nominated by the remaining
Independent Trust Managers, if any. Vacancies may be filled either by
a majority of the remaining Trust Managers or by the vote of the
holders of two-thirds (2/3) of the outstanding Shares at an annual or
special meeting of the Shareholders. A Trust Manager elected by the
Trust Managers to fill a vacancy shall hold office only until the next
annual election of Trust Managers by the Shareholders. A Trust Manager
elected by the Shareholders to fill a vacancy shall hold office until
the next annual meeting of Shareholders and until their successors are
elected and qualified. Any Trust Manager elected to fill a vacancy
created by the resignation, removal or death of a former Trust Manager
shall hold office for the unexpired term of such former Trust Manager.
Notwithstanding any provision in these By-Laws to the contrary,
any vacancy created by reason of an increase in the number of Trust
Managers shall be filled by the affirmative vote of a majority of the
remaining Trust Managers, though less than a quorum of the full Board
of Trust Managers. A Trust Manager elected to fill a vacancy created
by reason of an increase in the number of Trust Managers shall hold
office only until the next annual election of Trust Managers by the
Shareholders.
