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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): November 3, 2000
AMERICAN INDUSTRIAL PROPERTIES REIT
(Exact name of Registrant as specified in its Charter)
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Texas 1-9016 75-6335572
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification Number)
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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 November 3, 2000, a purported class action and derivative action
lawsuit was filed in Dallas County Court at Law No. 1 by a shareholder of
American Industrial Properties REIT seeking, among other things, to enjoin the
consummation of the announced merger between a subsidiary of Developers
Diversified Realty Corporation and AIP. DDR and AIP's trust managers have been
named as defendants in the lawsuit, and AIP has been named as a nominal
defendant.
The plaintiff alleges that the defendants have breached fiduciary
duties, abused their control of AIP, and committed waste by agreeing to the
terms of the announced merger and that the defendants will be unjustly enriched
if the proposed merger is consummated. The plaintiff has also sued for
unspecified damages, punitive damages, and attorneys' fees. AIP and its
affiliated defendants deny the plaintiff's allegations of wrongdoing and intend
to vigorously defend themselves.
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SIGNATURE
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.
Date: November 9, 2000
AMERICAN INDUSTRIAL PROPERTIES REIT
By: /s/ Charles W. Wolcott
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Charles W. Wolcott
President and Chief Executive Officer
