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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 1, 2000
AMERICAN INDUSTRIAL PROPERTIES REIT
(Exact name of Registrant as specified in its Charter)
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Texas 1-9016 75-6335572
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(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 1, 2000, American Industrial Properties REIT, a Texas real
estate investment trust, Developers Diversified Realty Corporation, an Ohio
corporation, and DDR Transitory Sub Inc., a Texas corporation, entered into an
agreement and plan of merger.
Pursuant to the merger agreement, DDR Sub will be merged with and into
AIP. Each of AIP's common shares of beneficial interest, $0.10 par value per
share (other than shares owned in treasury, by DDR, DDR Sub or dissenting
shareholders), will be converted into the right to receive not less than $13.74.
A number of factors may slightly increase the final amount distributed to AIP
shareholders, including AIP's operations prior to closing, transaction expenses,
and certain closing adjustments. Each share of DDR Sub stock will be converted
into AIP common shares in connection with merger, resulting in DDR being the
sole shareholder of AIP.
AIP cannot pay dividends to its shareholders before the scheduled
closing without DDR's consent, unless the dividend is necessary for AIP to
maintain its status as a REIT or to avoid having taxable income for federal tax
purposes. The purchase price would be reduced by the amount of any such
dividend.
On November 1, 2000, AIP also entered into an agreement of purchase and
sale with Value Enhancement Fund IV, L.P., an affiliate of Lend Lease Real
Estate Investments, Inc., to sell 31 of AIP's properties to client accounts
managed by Lend Lease. The gross purchase price, including assumed debt, is
approximately $292.2 million.
AIP has entered into an agreement to sell an office building to a third
party for a gross purchase price, including assumed debt, of approximately $55
million. The sale is expected to occur in November 2000.
A majority of the AIP trust managers not designated by DDR approved the
DDR and Lend Lease transactions following the recommendation of the special
committee formed to evaluate the DDR and Lend Lease transactions. The board will
recommend that the AIP shareholders approve the merger and the sale of
properties. The approval of the holders of 66 2/3% of AIP's outstanding common
shares is required to approve the transactions.
AIP anticipates that the sale of properties to the Lend Lease affiliate
and the merger will close in the first quarter of 2001. The closings of these
transactions are subject to customary conditions in addition to the shareholder
approval referred to above.
In conjunction with the merger agreement and the sale of properties,
AIP, Lend Lease and DDR took several steps to facilitate the completion of the
merger and sale of properties, including entering into voting agreements with
certain shareholders of AIP pursuant to which each such person agreed to vote
all common shares of AIP beneficially owned by such person or over which they
exercise voting power, together with any shares subsequently acquired by such
person, in favor of the merger agreement and the agreement of purchase and sale
and the transactions contemplated thereby.
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Copies of the merger agreement, the agreement of purchase and sale and
the voting agreements are filed as exhibits to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
2.1 Agreement and Plan of Merger, dated as of November 1, 2000, by
and among American Industrial Properties REIT, Developers
Diversified Realty Corporation and DDR Transitory Sub Inc.
2.2 Agreement of Purchase and Sale, dated November 1, 2000, by and
between American Industrial Properties REIT, AIP/Battlefield
GP, Inc., AIP-SWAG Operating L.P., AIP Properties #3, L.P.,
and AIP Operating, L.P., collectively, and Value Enhancement
Fund IV, L.P.
99.1 Voting Agreement dated November 1, 2000, among American
Industrial Properties REIT, Developers Diversified Realty
Corporation, LaSalle Investment Management Group, Inc. and
LaSalle Investment Management (Securities), L.P.
99.2 Voting Agreement dated November 1, 2000, among American
Industrial Properties REIT, Developers Diversified Realty
Corporation, Morgan Stanley Dean Witter Investment Management
Inc., on behalf of its clients with respect to shares of AIP
over which it (or its designee) exercises investment
discretion, and MS Real Estate Special Situations Inc.
99.3 Voting Agreement dated November 1, 2000, among American
Industrial Properties REIT, Developers Diversified Realty
Corporation and USAA Real Estate Company.
99.4 Voting Agreement dated November 1, 2000, among American
Industrial Properties REIT, Value Enhancement Fund IV, L.P.
and LaSalle Investment Management (Securities), L.P.
99.5 Voting Agreement dated November 1, 2000, among American
Industrial Properties REIT, Value Enhancement Fund IV, L.P.,
Morgan Stanley Dean Witter Investment Management Inc., on
behalf of its clients with respect to shares of AIP over which
it (or its designee) exercises investment discretion, and MS
Real Estate Special Situations Inc.
99.6 Voting Agreement dated November 1, 2000, among American
Industrial Properties REIT, Value Enhancement Fund IV, L.P.
and USAA Real Estate Company.
99.7 Press release issued by American Industrial Properties REIT
and Developers Diversified Realty Corporation on November 2,
2000.
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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 7, 2000
AMERICAN INDUSTRIAL PROPERTIES REIT
By: /s/ Charles W. Wolcott
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Charles W. Wolcott
President and Chief Executive Officer
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AMERICAN INDUSTRIAL PROPERTIES REIT
INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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2.1 Agreement and Plan of Merger, dated as of November 1, 2000, by and
among American Industrial Properties REIT, Developers Diversified
Realty Corporation and DDR Transitory Sub Inc.
2.2 Agreement of Purchase and Sale, dated November 1, 2000, by and between
American Industrial Properties REIT, AIP/Battlefield GP, Inc., AIP-SWAG
Operating L.P., AIP Properties #3, L.P., and AIP Operating, L.P.,
collectively, and Value Enhancement Fund IV, L.P.
99.1 Voting Agreement dated November 1, 2000, among American Industrial
Properties REIT, Developers Diversified Realty Corporation, LaSalle
Investment Management Group, Inc. and LaSalle Investment Management
(Securities), L.P.
99.2 Voting Agreement dated November 1, 2000, among American Industrial
Properties REIT, Developers Diversified Realty Corporation, Morgan
Stanley Dean Witter Investment Management Inc., on behalf of its
clients with respect to shares of AIP over which it (or its designee)
exercises investment discretion, and MS Real Estate Special Situations
Inc.
99.3 Voting Agreement dated November 1, 2000, among American Industrial
Properties REIT, Developers Diversified Realty Corporation and USAA
Real Estate Company.
99.4 Voting Agreement dated November 1, 2000, among American Industrial
Properties REIT, Value Enhancement Fund IV, L.P. and LaSalle Investment
Management (Securities), L.P.
99.5 Voting Agreement dated November 1, 2000, among American Industrial
Properties REIT, Value Enhancement Fund IV, L.P., Morgan Stanley Dean
Witter Investment Management Inc., on behalf of its clients with
respect to shares of AIP over which it (or its designee) exercises
investment discretion, and MS Real Estate Special Situations Inc.
99.6 Voting Agreement dated November 1, 2000, among American Industrial
Properties REIT, Value Enhancement Fund IV, L.P. and USAA Real Estate
Company.
99.7 Press release issued by American Industrial Properties REIT and
Developers Diversified Realty Corporation on November 2, 2000.
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