<PAGE>
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): November 21, 1994
Commission file number 1-9016
-----------------------------
AMERICAN INDUSTRIAL PROPERTIES REIT
(Exact name of registrant as specified in its charter)
Texas 1-9016 75-6335572
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6220 North Beltline Road, Suite 205
Irving, Texas 75063-2656
(Address of principal executive offices) (Zip code)
(214) 550-6053
(Registrant's telephone number, including area code)
<PAGE>
Item 5. Other Events
On December 5, 1994, the Trust announced the certified voting results of
its Annual Meeting of Shareholders on November 21, 1994. The results indicate
that American Holdings, Inc. failed to receive the necessary support to remove
the existing Trust Managers of the Trust. No nominee achieved the two-thirds
vote of outstanding shares required for election as a Trust Manager or the
majority vote of outstanding shares required for re-election. Accordingly,
William H. Bricker and Charles W. Wolcott will continue to serve as Trust
Managers for the Trust. The voting results were as follows:
. Election of Trust Managers
<TABLE>
<CAPTION>
For Withheld
<S> <C> <C>
William H. Bricker (Incumbent) 3,613,890 311,947
Raymond A. Hay (New) 3,619,821 306,016
Charles W. Wolcott (Incumbent) 3,617,687 308,150
</TABLE>
. Ratification of Ernst & Young as Independent Auditors
<TABLE>
<CAPTION>
For Against Abstain
<S> <C> <C>
3,704,532 114,004 107,302
</TABLE>
. Proposal by American Holdings, Inc. ("AHI") for Removal of Trust
Managers
<TABLE>
<CAPTION>
For Withheld
<S> <C> <C>
William H. Bricker 2,515,622 12,178
Raymond A. Hay 2,518,899 8,901
Charles W. Wolcott 2,515,122 12,678
</TABLE>
. Proposal by AHI for Election of AHI Nominees as Trust Managers
<TABLE>
<CAPTION>
For Withheld
<S> <C> <C>
Paul O. Koether 2,460,873 63,928
Tieman H. Dippel, Jr. 2,461,373 63,428
Kenneth A. Barfield 2,458,096 66,705
</TABLE>
Item 6. Resignation of Trust Manager
On November 21, 1994, George P. Jenkins resigned as a Trust Manager of the
Trust. There were no disagreements between the Trust and Mr. Jenkins on any
matter relating to the Trusts' operations, policies or practices.
2
<PAGE>
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
99.1 Resignation Letter of George P. Jenkins
99.2 Final Report of Inspectors of Election
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and 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: December 5, 1994
4
<PAGE>
EXHIBIT 99.1
November 21, 1994
American Industrial Properties REIT
6220 North Beltline
Suite 205
Irving, Texas 75063
To the Trust Managers of American Industrial Properties REIT:
Effective immediately, I resign as a Trust Manager of American Industrial
Properties REIT.
Sincerely,
/s/ George Jenkins
George Jenkins
<PAGE>
EXHIBIT 99.2
AMERICAN INDUSTRIAL PROPERTIES REIT
Final Report of Inspectors of Election
Annual Meeting of Shareholders
November 21, 1994
We, the subscribers, Inspectors of Election, do hereby certify:
1. We were duly appointed to act as Inspectors of Election at the Annual
Meeting of Shareholders of American Industrial Properties REIT (the
"Trust"), held on November 21, 1994, at 9:00 A.M., at Texas Commerce Tower,
East Room, 40th Floor, 2200 Ross Avenue, Dallas, Texas.
2. At the close of business on September 29, 1994, the record date for the
determination of shareholders entitled to vote at the Meeting, there were
outstanding and entitled to vote 9,075,400 shares, each entitled to cast
one vote per share.
3. The holders of a total of 6,468,323 shares of the Trust's common stock
entitled to vote were present in person or represented by proxy at the
Meeting, or 71.27% of the total shares issued and outstanding and entitled
to vote at the Meeting, constituting a quorum.
4. At the Meeting, the votes cast for the proposal to remove all current Trust
Managers were as follow:
FOR WITHHELD
William H. Bricker 2,515,622 12,178
Raymond A. Hay 2,518,899 8,901
Charles W. Wolcott 2,515,122 12,678
5. At the Meeting, the votes cast for the proposal to elect Trust Managers
were as follow:
<PAGE>
FOR WITHHELD
William H. Bricker 3,613,890 311,947
Raymond A. Hay 3,619,821 306,016
Charles W. Wolcott 3,617,687 308,150
Paul O. Koether 2,460,873 63,928
Tieman H. Dippel, Jr. 2,461,373 63,428
Kenneth A. Barfield 2,458,096 66,705
6. At the Meeting, the votes cast on the proposal to ratify the appointment of
Ernst & Young as independent auditors for the year ended December 31, 1994,
were as follow:
FOR AGAINST ABSTAIN
3,704,532 114,004 107,302
IN WITNESS WHEREOF, we have made this Final Report and have hereunto set our
hands this 2nd day of December, 1994.
/s/ FRANK J. OBARA, JR.
-----------------------------
/s/ CREIGHTON D. DUNLOP
-----------------------------
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