<PAGE> 1
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 15, 2000
AMERICAN INDUSTRIAL PROPERTIES REIT
(Exact name of Registrant as specified in its Charter)
<TABLE>
<CAPTION>
Texas 1-9016 75-6335572
<S> <C> <C>
(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification Number)
</TABLE>
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)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On November 15, 2000, AIP announced the sale of its Manhattan Towers
property located in Manhattan Beach, California to Divco West Properties, LLC.
The property, which consists of twin six-story office buildings totaling 309,484
square feet, sold for gross proceeds of approximately $55.35 million.
The sale of the Manhattan Towers property satisfied one of the
conditions required under AIP's previously announced merger agreement entered
into with Developers Diversified Realty Corporation on November 2, 2000. In
connection with the taxable gain recognized by AIP on the sale of properties
during calendar year 2000, including the Manhattan Towers property, on December
19, 2000, AIP declared a special distribution of $1.27 per share, payable on
January 17, 2001, to shareholders of record as of December 29, 2000.
Pursuant to the merger agreement with Developers Diversified Realty
Corporation, cash proceeds to shareholders (which had been projected at $13.74
per share) will be reduced by the amount of the $1.27 per share distribution.
The merger is expected to close in the first quarter of 2001.
Copies of the agreement of purchase and sale and all amendments thereto
are filed as exhibits to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Exhibits
The following exhibits are filed with this report:
2.1 Agreement of Purchase and Sale between American Industrial
Properties REIT and Divco West Properties, LLC, dated
effective August 22, 2000.
2.2 Amendment to Purchase and Sale Agreement between AIP and Divco
West dated August 29, 2000.
2.3 Second Amendment to Purchase and Sale Agreement between AIP
and Divco West dated September 21, 2000.
2.4 Third Amendment to Agreement of Purchase and Sale between AIP
and Divco West dated September 25, 2000.
99.1 Press release issued by AIP on November 15, 2000.
99.2 Press release issued by AIP on December 19, 2000.
<PAGE> 3
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: January 15, 2001
AMERICAN INDUSTRIAL PROPERTIES REIT
By: /s/ CHARLES W. WOLCOTT
-------------------------------------
Charles W. Wolcott
President and Chief Executive Officer
<PAGE> 4
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
2.1 Agreement of Purchase and Sale between AIP and Divco
West Properties, LLC, dated effective August 22, 2000.
2.2 Amendment to Purchase and Sale Agreement between AIP
and Buyer dated August 29, 2000.
2.3 Second Amendment to Purchase and Sale Agreement between
AIP and Buyer dated September 21, 2000.
2.4 Third Amendment to Agreement of Purchase and Sale
between AIP and Buyer dated September 25, 2000.
99.1 Press release issued by AIP on November 15, 2000.
99.2 Press release issued by AIP on December 19, 2000.
</TABLE>
