SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): May 1, 1997
AMERICAN INDUSTRIAL PROPERTIES REIT
(Exact name of registrant as specified in its charter)
Texas 1-9016 75-6335572
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
6220 North Beltline, Suite 205, Irving, Texas 75063
(Address of principal executive offices) (zip code)
(972) 550-6053
(Registrant's telephone number, including
area code)
Item 5. Other Events
On May 1, 1997, the Trust entered into an agreement with
Morgan Stanley Asset Management Inc. ("MSAM") and an affiliate of
MSAM whereby such affiliate and clients of MSAM (collectively,
the "Purchasers") have agreed to purchase up to $20,000,000 of
senior convertible debt securities (the "Debt") of the Trust,
subject to certain conditions, including the execution of
definitive agreements.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
99.1 Press Release dated May 2, 1997
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: May 13, 1997
Index to Exhibits
Sequentially
Exhibit No. Description Numbered Pages
99.1 Press Release dated May 2, 1997
NEWS RELEASE
Released by PR Newswire For Immediate Release
AMERICAN INDUSTRIAL PROPERTIES REIT
ANNOUNCES $20 MILLION PLACEMENT
OF SENIOR CONVERTIBLE DEBT SECURITIES
Dallas, Texas, May 2, 1997 - American Industrial
Properties REIT [NYSE:IND] (the "Trust") today announced
that an agreement has been signed with Morgan Stanley Asset
Management Inc. ("MSAM") and an affiliate of MSAM whereby
such affiliate and clients of MSAM (collectively, the
"Purchasers") have agreed to purchase up to $20,000,000 of
senior convertible debt securities (the "Debt") of the
Trust, subject to certain conditions, including the
execution of definitive agreements. The Trust will use
these proceeds for the acquisition of real estate
properties. The Debt will be acquired by the Purchasers as
the Trust identifies properties to acquire and such
properties are approved for purchase by MSAM and the
Investment Committee of the Board of Trust Managers. Upon
receipt of shareholder approval for the conversion of the
Debt, the Board of Trust Managers will be expanded from the
current five members to seven members and two
representatives of MSAM will be added to the Board.
The Debt will be non interest-bearing and, subject to
shareholder approval, convertible into common shares of the
Trust at the rate of $2.45 per share. The Trust currently
expects to present its shareholders with proposals to
approve the conversion of the Debt and to increase the
authorized shares of the Trust at its Annual Meeting of
Shareholders to be held on June 30, 1997. If these
proposals are not approved by the Shareholders, the Debt
will begin to accrue interest at 10% per annum, payable
quarterly, with the full principal amount due in two years.
If the Shareholders approve these proposals and the full
amount of the Debt has been advanced (the amount of the Debt
will be limited such that the Purchasers' ownership in the
aggregate after conversion will not exceed 37.8% of the
common shares outstanding immediately after such
conversion), the Debt will be converted into a maximum of
8,163,265 common shares of the Trust. In addition to various
other conditions, the Trust in certain instances will be
restricted from issuing additional debt or senior equity
securities without the consent of MSAM.
Charles W. Wolcott, President and CEO of the Trust,
stated "We are pleased to have received this funding
commitment from Morgan Stanley Asset Management and its
affiliates. Morgan Stanley is one of the premier names in
real estate investing and their involvement in our growth
plan, including participation on the Trust's Board, will add
immeasurably to our success."
Prudential Securities, Inc. served as the financial
advisor to the Trust in connection with this transaction.
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 Debt will not be and has not been registered under
the Securities Act of 1933 and may not be offered or sold in
the United States absent registration or an applicable
exemption from registration requirements.
For information, contact:
Charles W. Wolcott
President
(972) 550-6053
