-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, NrdUndbGm8iBUM9zumTpm7YUun6AeItnYFtsY237nygftGfDWbqD6VChVBMJJKwH oY6Nzom6YJIUCOHihiI99g== 0000950109-94-002255.txt : 19941207 0000950109-94-002255.hdr.sgml : 19941207 ACCESSION NUMBER: 0000950109-94-002255 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19941121 ITEM INFORMATION: Other events ITEM INFORMATION: Resignations of registrant's directors ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941205 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INDUSTRIAL PROPERTIES REIT INC CENTRAL INDEX KEY: 0000778437 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94563461 BUSINESS ADDRESS: STREET 1: 6220 N BELTLINE STE 205 STREET 2: 2001 ROSS AVE 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 FORM 8-K 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 21, 1994 Commission file number 1-9016 ----------------------------- 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 December 5, 1994, the Trust announced the certified voting results of its Annual Meeting of Shareholders on November 21, 1994. The results indicate that American Holdings, Inc. failed to receive the necessary support to remove the existing Trust Managers of the Trust. 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 re-election. Accordingly, William H. Bricker and Charles W. Wolcott will continue to serve as Trust Managers for the Trust. The voting results were as follows: . Election of Trust Managers
For Withheld William H. Bricker (Incumbent) 3,613,890 311,947 Raymond A. Hay (New) 3,619,821 306,016 Charles W. Wolcott (Incumbent) 3,617,687 308,150
. Ratification of Ernst & Young as Independent Auditors
For Against Abstain 3,704,532 114,004 107,302
. Proposal by American Holdings, Inc. ("AHI") for Removal of Trust Managers
For Withheld William H. Bricker 2,515,622 12,178 Raymond A. Hay 2,518,899 8,901 Charles W. Wolcott 2,515,122 12,678
. Proposal by AHI for Election of AHI Nominees as Trust Managers
For Withheld Paul O. Koether 2,460,873 63,928 Tieman H. Dippel, Jr. 2,461,373 63,428 Kenneth A. Barfield 2,458,096 66,705
Item 6. Resignation of Trust Manager On November 21, 1994, George P. Jenkins resigned as a Trust Manager of the Trust. There were no disagreements between the Trust and Mr. Jenkins on any matter relating to the Trusts' operations, policies or practices. 2 Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Resignation Letter of George P. Jenkins 99.2 Final Report of Inspectors of Election 3 SIGNATURES Pursuant to the requirements of the Securities and 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: December 5, 1994 4 EX-99.1 2 RESIGNATION LETTER EXHIBIT 99.1 November 21, 1994 American Industrial Properties REIT 6220 North Beltline Suite 205 Irving, Texas 75063 To the Trust Managers of American Industrial Properties REIT: Effective immediately, I resign as a Trust Manager of American Industrial Properties REIT. Sincerely, /s/ George Jenkins George Jenkins EX-99.2 3 INSPECTORS ELECTION REPORT EXHIBIT 99.2 AMERICAN INDUSTRIAL PROPERTIES REIT Final Report of Inspectors of Election Annual Meeting of Shareholders November 21, 1994 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 November 21, 1994, at 9:00 A.M., at Texas Commerce Tower, East Room, 40th Floor, 2200 Ross Avenue, Dallas, Texas. 2. At the close of business on September 29, 1994, 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 6,468,323 shares of the Trust's common stock entitled to vote were present in person or represented by proxy at the Meeting, or 71.27% of the total shares issued and outstanding and entitled to vote at the Meeting, constituting a quorum. 4. At the Meeting, the votes cast for the proposal to remove all current Trust Managers were as follow: FOR WITHHELD William H. Bricker 2,515,622 12,178 Raymond A. Hay 2,518,899 8,901 Charles W. Wolcott 2,515,122 12,678 5. At the Meeting, the votes cast for the proposal to elect Trust Managers were as follow: FOR WITHHELD William H. Bricker 3,613,890 311,947 Raymond A. Hay 3,619,821 306,016 Charles W. Wolcott 3,617,687 308,150 Paul O. Koether 2,460,873 63,928 Tieman H. Dippel, Jr. 2,461,373 63,428 Kenneth A. Barfield 2,458,096 66,705 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, 1994, were as follow: FOR AGAINST ABSTAIN 3,704,532 114,004 107,302 IN WITNESS WHEREOF, we have made this Final Report and have hereunto set our hands this 2nd day of December, 1994. /s/ FRANK J. OBARA, JR. ----------------------------- /s/ CREIGHTON D. DUNLOP ----------------------------- - 2 - -----END PRIVACY-ENHANCED MESSAGE-----