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): June 13, 1995
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)
Item 5. Other Events
On June 13, 1995, the Trust received a notice of
acceleration from The Manufacturers Life Insurance Company
("MLI") pursuant to the Note Purchase Agreement dated February
27, 1992 between the Trust and MLI. This notice declared the
currently outstanding principal amount of $45,239,000 and accrued
interest thereon immediately due and payable. In addition, the
notice stipulates that interest will accrue at 11.7% per annum
from the date of the notice.
This notice of acceleration was received after the Trust
elected not to make a semi-annual interest payment due MLI on May
27, 1995. The Trust is currently involved in a lawsuit with MLI
and various entities related to Fidelity Management & Research
Company (the "Fidelity Entities") in which the Trust alleges that
MLI unlawfully sought to coerce the Trust into relinquishing
certain of its rights and engaged in acts of bad faith and
conspiracy in an attempt to coerce the Trust into taking actions
that would be detrimental to the interests of the Trust and its
shareholders. The lawsuit also alleges that the Fidelity
Entities conspired with MLI against the Trust and tortiously
interfered with the Trust's relationship with MLI.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
99.1 Notice of Acceleration dated June 13, 1995
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/ Marc A. Simpson
Marc A. Simpson
Vice-President, Secretary and
Treasurer
DATE: June 15, 1995
EXHIBIT 99.1
VIA REGISTERED MAIL
and facsimile
(214) 550-6037
June 13, 1995
Mr. Charles Wolcott, President & CEO
Mr. Marc Simpson, Vice President & Chief Financial Officer
American Industrial Properties REIT
6220 North Beltline, Suite 205
Irving, Texas 75063
Re: Notice of Acceleration under Note Purchase Agreement between
The Manufacturers Life Insurance Company and Trammell Crow Real
Estate Investors dated February 27, 1992
Dear Messrs. Wolcott and Simpson:
Reference is made to the Note Purchase Agreement between The
Manufacturers Life Insurance Company (herein called "MLI") and
Trammell Crow Real Estate Investors (herein called the "Company")
dated February 27, 1992 (herein called the "Agreement") pursuant
to which the Company issued to MLI certain promissory notes in
the principal amounts of $4,889,425.08, $5,939,866.34,
$19,143,646.92, and $23,261,317.66 due November 27, 1997 (the
"Notes"). The Notes are held by MLI and The Manufacturers Life
Insurance Company (U.S.A.) (herein called "ManUSA").
MLI, for itself and on behalf of ManUSA, has, by Notices of
Default dated April 21, 1995 and May 31, 1995 (the "Notices"),
given notice that the Company has violated certain covenants and
agreements contained in the Agreement.
The Company has failed to cure the interest payment default on
the Notes and as a result of said failure an Event of Default has
occurred under the Agreement and, without prejudice to any rights
to accelerate for any other Event of Default, MLI does hereby
declare the Notes immediately due and payable together with
accrued interest thereon.
Interest on the principal amount shall accrue at 11.7% per annum
from the date of receipt of this Notice of Acceleration.
Very truly yours,
The Manufacturers Life Insurance
Company
By /s/ STEWART SPRAGUE
Stewart Sprague
Senior Research Analyst
High Yield & Private Placements
