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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): May 27, 1998
AMERICAN INDUSTRIAL PROPERTIES REIT
(Exact Name of Registrant as Specified in its Charter)
Texas 1-9016 75-6335572
(State or Other Jurisdiction of (Commission File (I.R.S. Employer
Incorporation or Organization) Number) Identification No.)
6210 North Beltline Road, Suite 170, Irving, Texas 75063-2656
(Address of Principal Executive Offices) (ZIP Code)
Registrant's telephone number, including area code: (972)756-6000
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
On May 27, 1998, the Trust held its 1997 Annual Meeting of Shareholders.
Results of the items voted on are as follows:
1. Election of seven Trust Managers
<TABLE>
<CAPTION>
Total Vote Total Vote Withheld
for each for each
Trust Manager Trust Manager
<S> <C> <C>
William H. Bricker 8,643,578 59,151
T. Patrick Duncan 8,643,999 58,730
Robert E. Giles 8,645,829 56,900
Edward B. Kelley 8,641,043 61,686
Stanley J. Kraska, Jr. 8,645,091 57,638
Russell C. Platt 8,644,990 57,739
Charles W. Wolcott 8,644,361 58,368
</TABLE>
2. Ratification of Ernst & Young as Independent Auditors
For Against Abstain
8,649,770 28,499 24,460
3. Postponement or Adjournment of Annual Meeting
For Against Abstain
6,678,105 110,011 1,914,613
All of the preceding proposals were approved by the shareholders of the Trust.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) EXHIBITS
99.1 Final Report of Inspectors of Election.
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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
By: /s/ Marc A. Simpson
---------------------------------
Marc A. Simpson
Chief Financial Officer
Dated: June 17, 1998
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EXHIBIT LIST
99.1 Final Report of Inspectors of Election.
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[Boston EquiServe Logo]
May 28, 1998
Marc A. Simpson
American Industrial Properties Reit
6210 N Beltline Suite 170
Irving, TX 75063
CERTIFICATE OF TABULATION
Dear Mr. Simpson:
In connection with the Annual Meeting of Shareholders of American Industrial
Properties Reit held on May 27, 1998, we tabulated proxies representing
8,702,729 shares of Common Stock or 78% of the total outstanding shares voted in
the following manner:
PROPOSAL I (ELECTION OF TRUST MANAGERS)
For Against Abstain
- - --- ------- -------
8,641,043 56,900 4,786
(See attached Schedule for breakdown of votes cast for each Nominee)
PROPOSAL II (RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING DECEMBER 31, 1998)
For Against Abstain
- - --- ------- -------
8,649,770 28,499 24,460
PROPOSAL III (IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH
OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS THEREOF)
For Against Abstain
- - --- ------- -------
6,678,105 110,011 1,914,613
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[LOGO]
We further certify that on the record date of April 24, 1997, there were
11,151,434 shares of Common Stock of the Company issued and outstanding and
entitled to be voted at the Annual Meeting, if represented.
Sincerely,
/s/ MONIQUE HUGHES
-----------------------------------
Monique Hughes
Account Administrator
cc: Jocelyn J. Turner,
Account Manager
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SCHEDULE OF VOTES CAST FOR EACH DIRECTOR
<TABLE>
<CAPTION>
Total Vote for Total Vote Withheld
Each Director Each Director
-------------- -------------------
<S> <C> <C>
William H. Bricker 8,643,578 59,151
T. Patrick Duncan 8,643,999 58,730
Robert E. Giles 8,645,829 56,900
Edward B. Kelley 8,641,043 61,686
Stanley J. Kraska, Jr. 8,645,091 57,638
Russell C. Platt 8,644,990 57,739
Charles W. Wolcott 8,644,361 58,368
</TABLE>
