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): February 22,
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 February 22, 1996, Robert Strougo, who claims to be a
shareholder of the Trust, filed a class action and derivative
complaint against the Trust and its Trust Managers, Charles W.
Wolcott and William H. Bricker, in United States District Court
in Dallas, Texas. The suit alleges, among other things,
interference with shareholders' franchise rights and breach of
fiduciary duties. The suit seeks recovery of unspecified damages
and attorneys' fees.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
99.1 Press Release dated March 1, 1996
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: March 1, 1996
Index to Exhibits
Sequentially
Exhibit No. Description
Numbered Page
*99.1 Press Release dated March 1, 1996 5
____________
* Filed herewith.
Exhibit 99.1
NEWS RELEASE
Released by Southwest Newswire For Immediate
Release
AMERICAN INDUSTRIAL PROPERTIES REIT
ANNOUNCES RECEIPT OF LAWSUIT
Dallas, Texas, March 1, 1996 - American Industrial
Properties REIT [NYSE:IND] (the "Trust") today announced that an
alleged shareholder in the Trust, Robert Strougo, has filed a
class action and derivative complaint against the Trust and its
Trust Managers, Charles W. Wolcott and William H. Bricker, in
United States District Court in Dallas. The suit alleges, among
other items, interference with shareholders' franchise rights and
breach of fiduciary duty and seeks recovery of unspecified
damages and attorneys' fees.
Charles W. Wolcott, President, CEO, and a Trust Manager of
the Trust, stated "We will strenuously defend ourselves against
the unsubstantiated allegations contained in this lawsuit. We
believe the motives of the plaintiff are self-serving. We are
aware of five similar shareholder derivative actions filed by the
plaintiff since January 1995."
American Industrial Properties REIT is a self-administered
equity real estate investment trust that has acquired, managed
and improved industrial and other commercial properties since
1985. The Trust owns and operates 14 industrial properties and
one retail shopping mall.
For information, contact:
Charles W. Wolcott
President
(214) 550-6053
