-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RfDgFC6klIkdoW+wkHGWNlW4KhJMkRarMODDqViPrRgZBqffRxnYqU+5izevXmwJ LGi/+pmJTnHKu8mAxTAIAQ== 0000778437-96-000002.txt : 19960111 0000778437-96-000002.hdr.sgml : 19960111 ACCESSION NUMBER: 0000778437-96-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960105 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960108 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INDUSTRIAL PROPERTIES REIT INC CENTRAL INDEX KEY: 0000778437 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 756335572 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09016 FILM NUMBER: 96501775 BUSINESS ADDRESS: STREET 1: 6220 N BELTLINE RD STREET 2: STE 205 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 2145506053 MAIL ADDRESS: STREET 1: 6220 N BELTLINE ROAD STREET 2: SUITE 205 CITY: IRVING STATE: TX ZIP: 75063 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN INDUSTRIAL PROPERTIES REIT DATE OF NAME CHANGE: 19931203 FORMER COMPANY: FORMER CONFORMED NAME: TRAMMELL CROW REAL ESTATE INVESTORS DATE OF NAME CHANGE: 19931203 8-K 1 UNITED STATES 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 5, 1996 AMERICAN INDUSTRIAL PROPERTIES REIT (Exact name of Registrant as specified in its charter) Texas 1-9016 75-6335572 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 6220 North Beltline Road, Suite 205 Irving, Texas 75063-2656 (Address of principal executive offices) (Zip code) (214) 550-6053 (Registrant's telephone number, including area code) Item 5. Other Events On January 5, 1996, the Trust announced the certified voting results of its Annual Meeting of Shareholders on December 13, 1995. The results indicate that Pure World, Inc. ("PWI") failed in their attempt to elect their own nominees as Trust Managers and to amend the Trust's Bylaws. No nominee achieved the two- thirds vote of outstanding shares required for election as a Trust Manager or the majority vote of outstanding shares required for reelection. Accordingly, William H. Bricker and Charles W. Wolcott will continue to serve as Trust Managers for the Trust. The voting results were as follows: Reelection of Trust Managers For Withheld William H. Bricker 2,946,786 266,751 Charles W. Wolcott 2,955,025 258,512
Ratification of Ernst & Young as Independent Auditors For Against Abstain 6,338,799 52,359 74,995
Proposal by PWI for Election of PWI Nominees as Trust Managers For Withheld Paul O. Koether 3,207,521 45,095 John W. Galuchie, Jr. 3,199,405 53,211 Richard M. Bossert 3,198,846 53,770
Proposal by PWI for Amendment of Bylaws For Against Abstain 3,672,703 1,952,840 100,719
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Final Report of Inspectors of Election 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/ Charles W. Wolcott Charles W. Wolcott President and Chief Executive Officer DATE: January 5, 1996 Index to Exhibits Sequentially Exhibit No. Description Numbered Page *99.1 Final Report of Inspectors of Election 5 ____________ * Filed herewith. EX-99.1 2 Exhibit 99.1 AMERICAN INDUSTRIAL PROPERTIES REIT Final Report of Inspectors of Election Annual Meeting of Shareholders December 13, 1995 We, the subscribers, Inspectors of Election, do hereby certify: 1. We were duly appointed to act as Inspectors of Election at the Annual Meeting of Shareholders of American Industrial Properties REIT (the "Trust"), held on December 13, 1995, at 9:00 A.M., at 6220 North Beltline, Suite 212, Irving, Texas. 2. At the close of business on November 9, 1995, the record date for the determination of shareholders entitled to vote at the Meeting, there were outstanding and entitled to vote 9,075,400 shares, each entitled to cast one vote per share. 3. The holders of a total of 6,483,040 shares of the Trust's common stock entitled to vote were present in person or represented by proxy at the Meeting, or 71.44% of the total shares issued and outstanding and entitled to vote at the Meeting, constituting a quorum. 4. At the Meeting, the following named persons received the following votes with respect to the election of Trust Managers: FOR WITHHELD William H. Bricker 2,946,786 266,751 Charles W. Wolcott 2,955,025 258,512 Paul O. Koether 3,207,521 45,095 John W. Galuchie, Jr. 3,199,405 53,211 Richard M. Bossert 3,198,846 53,770
5. At the Meeting, the votes cast for, against and abstaining with respect to the Amendment of the By-laws were as follows: FOR AGAINST ABSTAIN 3,672,703 1,952,840 100,719
6. At the Meeting, the votes cast on the proposal to ratify the appointment of Ernst & Young as independent auditors for the year ended December 31, 1995, were as follows: FOR AGAINST ABSTAIN 6,338,799 52,359 74,995
IN WITNESS WHEREOF, we have made this Final Report and have hereunto set our hands this 4th day of January, 1996. /s/ Michael J. Barbera Michael J. Barbera /s/ Creighton D. Dunlop Creighton D. Dunlop -----END PRIVACY-ENHANCED MESSAGE-----