<PAGE>
FORM 4 OMB APPROVAL
OMB Number: 3235-0287
[ ] Check this box if no longer Expires: September 30, 1998
subject to Section 16. Form 4 or Estimated average burden
Form 5 obligations may hours per response...0.5
continue.
See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935 or
Section 30(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
Bigman Theodore
(Last) (First) (Middle)
1221 Avenue of the Americas
(Street)
New York NY 10020
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
American Industrial Properties REIT [IND]
3. IRS or Social Security
Number of Reporting
Person (Voluntary)
4. Statement for
Month/Year
December 1997
5. If Amendment
Date of Original
(Month/Year)
6. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
------ ------
Officer (give Other (specify
------ title below) ------ below)
---------------------------------
7. Individual or Joint/Group Filing (Check Applicable
Line)
X Form filed by One Reporting Person
---
Form filed by More than One Reporting Person
---
<TABLE>
Table I -- Non-Derivative Securities Acquired, Disposed of,
or Beneficially Owned
<CAPTION>
1. Title of Security (Instr. 3) 2. Trans- 3. Trans- 4. Securities Acquired (A) 5. Amount of 6. Owner- 7. Nature
action action or Disposed of (D) Securities ship of
Date Code (Instr. 3, 4 and 5) Beneficially Form: Indirect
(Instr. 8) Owned at Direct Bene-
End of Month (D) or ficial
(Month/ (Inst. 3 Indirect Owner-
Day/ (A or and 4) (I) ship
Year) Code V Amount (D) Price (Instr. 4) (Instr.4)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Common Shares of Beneficial
Interest..................... 12/1/97 J* 797 A $15.00 797 D
</TABLE>
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
*If the form is filed by more than one reporting persons, see Instruction
4(b)(v).
<PAGE>
FORM 4 (continued) Table II--Derivative Securities Acquired, Disposed of, or
Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
<TABLE>
<CAPTION>
1. Title of Deriva- 2. Conver- 3. Trans- 4. Trans- 5. Number of 6. Date 7. Title and 8. Price 9. Number 10. Owner- 11. Nature
tive Security sion or action action Deriva- Exer- Amount of of de- ship of
(instr. 3) Exer- Date Code tive cisable of Under- Deriv- rivative Form In-
cise (Month/ (Instr. Securi and lying ative Secur- of De- direct
Price Day/ 8) ties Expira- Securi- Security ities rivative Benefi-
of Year) Acquired tion ties (Instr. Bene- Secur- cial
Deri- (A) or Date (Instr. 5) ficially ity: Owner-
vative Disposed (Month/ 3 and Owned Direct(D) ship
Secur- of (D) Day/ 4) at End or In- (Instr.
ity (Instr. Year) of Month direct.(I) 4)
3, 4 and (Instr. (Instr.
5) 4) 4)
Amount
or
Date Expir- Number
Exer- ration of
Code V (A) (D) cisable Date Title Shares
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
</TABLE>
Explanation of Responses:
* Shares issued in lieu of payment of director's fee.
** Intentional misstatements or omissions of facts constitute
Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed.
If space is insufficient, see Instruction 6 for procedure.
Potential persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays
a currently valid OMB Number.
By: Theodore Bigman 3/17/98
-------------------------------- -------------------------
**Signature of Reporting Person Date
Authorized Representative
Page 2
SEC 1474 (7-96)
