AMERICAN INDUSTRIAL PROPERTIES REIT INC
8-K, 1999-02-03
REAL ESTATE INVESTMENT TRUSTS
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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): January 29, 1999




                       AMERICAN INDUSTRIAL PROPERTIES REIT
               (Exact Name of Registrant as Specified in Charter)


<TABLE>
<S>                                           <C>                        <C>
          TEXAS                                  1-9016                       75-6335572
(State or Other Jurisdiction of               (Commission File               (I.R.S. Employer
Incorporation or Organization)                   Number)                 Identification Number)
</TABLE>



              6210 N. Beltline Road, Suite 170, Irving, Texas 75063
               (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 February 3, 1999, American Industrial Properties REIT, a Texas
real estate investment trust (the "Trust"), issued the press release attached
hereto as Exhibit 99.1, which is incorporated herein by reference. The press
release announced that Russell C. Platt resigned from the Board of Trust
Managers and that the Trust's Board of Trust Managers appointed J. Timothy
Morris to fill the vacancy.


ITEM 7.    FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


(c)        EXHIBITS.

            99.1           Press Release dated February 3, 1999






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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



                            /s/ Marc A. Simpson
                            ----------------------------------------------------
                              Marc A. Simpson
                              Senior Vice President and Chief Financial Officer,
                              Secretary and Treasurer

Date: February 3, 1999






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                                  EXHIBIT LIST

<TABLE>
<CAPTION>
EXHIBIT
NUMBER              DESCRIPTION
- ------              -----------
<S>              <C>
  99.1           Press Release dated February 3, 1999
</TABLE>





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                                                                    EXHIBIT 99.1


          AMERICAN INDUSTRIAL PROPERTIES REIT'S BOARD OF TRUST MANAGERS
                   APPOINTS J. TIMOTHY MORRIS AS TRUST MANAGER


IRVING, TEXAS, February 3, 1999 - American Industrial Properties REIT (AIP)
[NYSE: IND] today announced that its Board of Trust Managers has appointed J.
Timothy Morris to the Board as Trust Manager. Effective January 29, 1999, Mr.
Morris, a Principal of Morgan Stanley & Co. Incorporated and head of Morgan
Stanley Real Estate Special Situations, was appointed to fill the vacancy
created by the resignation of Russell C. Platt from AIP's Board of Trust
Managers.

American Industrial Properties REIT is focused on the light industrial property
sector, including office showroom, service center and flex properties, low-rise
office and small bay distribution buildings. AIP's portfolio of 156 buildings
comprises more than 8.3 million square feet in 13 states. The self-administered
equity real estate investment trust, based in Irving, Texas, has acquired,
managed and improved industrial and other commercial properties since 1985. For
more information, visit the AIP Web site at www.aipreit.com.


INVESTOR CONTACT:                                      MEDIA CONTACT:
Charles W. Wolcott                                     Michelle Eddins
President & Chief Executive Officer                    C. Pharr & Co.
American Industrial Properties REIT                    (972) 931-7248
(972) 756-6000


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