UNITED STATES
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): January 5,
1996
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 January 5, 1996, the Trust announced the certified voting
results of its Annual Meeting of Shareholders on December 13,
1995. The results indicate that Pure World, Inc. ("PWI") failed
in their attempt to elect their own nominees as Trust Managers
and to amend the Trust's Bylaws. 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 reelection. Accordingly, William H. Bricker and Charles W.
Wolcott will continue to serve as Trust Managers for the Trust.
The voting results were as follows:
<TABLE>
Reelection of Trust Managers
<S> <C> <C>
For Withheld
William H. Bricker 2,946,786 266,751
Charles W. Wolcott 2,955,025 258,512
</TABLE>
<TABLE>
Ratification of Ernst & Young as Independent Auditors
<C> <C> <C>
For Against Abstain
6,338,799 52,359 74,995
</TABLE>
<TABLE>
Proposal by PWI for Election of PWI Nominees as Trust Managers
<S> <C> <C>
For Withheld
Paul O. Koether 3,207,521 45,095
John W. Galuchie, Jr. 3,199,405 53,211
Richard M. Bossert 3,198,846 53,770
</TABLE>
<TABLE>
Proposal by PWI for Amendment of Bylaws
<C> <C> <C>
For Against Abstain
3,672,703 1,952,840 100,719
</TABLE>
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
99.1 Final Report of Inspectors of Election
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: January 5, 1996
Index to Exhibits
Sequentially
Exhibit No. Description
Numbered Page
*99.1 Final Report of Inspectors of Election 5
____________
* Filed herewith.
Exhibit 99.1
AMERICAN INDUSTRIAL PROPERTIES REIT
Final Report of Inspectors of Election
Annual Meeting of Shareholders
December 13, 1995
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 December 13, 1995, at
9:00 A.M., at 6220 North Beltline, Suite 212, Irving, Texas.
2. At the close of business on November 9, 1995, 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 6,483,040 shares of the Trust's
common stock entitled to vote were present in person or
represented by proxy at the Meeting, or 71.44% of the total
shares issued and outstanding and entitled to vote at the
Meeting, constituting a quorum.
4. At the Meeting, the following named persons received the
following votes with respect to the election of Trust
Managers:
<TABLE>
FOR WITHHELD
<S> <C> <C>
William H. Bricker 2,946,786 266,751
Charles W. Wolcott 2,955,025 258,512
Paul O. Koether 3,207,521 45,095
John W. Galuchie, Jr. 3,199,405 53,211
Richard M. Bossert 3,198,846 53,770
</TABLE>
5. At the Meeting, the votes cast for, against and abstaining
with respect to the Amendment of the By-laws were as
follows:
<TABLE>
FOR AGAINST ABSTAIN
<C> <C> <C>
3,672,703 1,952,840 100,719
</TABLE>
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, 1995, were as follows:
<TABLE>
FOR AGAINST ABSTAIN
<C> <C> <C>
6,338,799 52,359 74,995
</TABLE>
IN WITNESS WHEREOF, we have made this Final Report and have
hereunto set our hands this 4th day of January, 1996.
/s/ Michael J. Barbera
Michael J. Barbera
/s/ Creighton D. Dunlop
Creighton D. Dunlop
