Texas properties account for about 43% of the 39-propertydisposition list. Under the terms of yesterday's agreement, awholly owned subsidiary of DDR will merge with AIP, resulting inall stock of AIP common shareholders--other than DDR--being boughtby AIP at $13.74 per share. The stock purchase will be funded bythe sale of 31 industrial assets to an affiliate of Lend Lease RealEstate Investments and an office building sale to a third party.DDR will end up AIP's sole shareholder in the transaction and incontrol of AIP's remaining 39-property portfolio. DDR currentlyowns 46% of AIP's outstanding stock.

DDR intends to maintain AIP as a private REIT while setting thestage for a future disposition plan. Of the properties on today'ssale list, 70% are light industrial, 21% are office and 9% areretail locations. All five industrial properties in Ohio originallyhad been owned by DDR. The transaction also places 23.7 acres ofraw land in Texas and Virginia under DDR ownership.

At closing, the properties will be 89% occupied, based uponcontracted leases and discounting additional lease-ups, and resultsin a $28.6-million NOI. Overall, the 39 properties are subject toabout $134 million in debt, with annualized interest totaling about$10.5 million. DDR's cost basis in AIP totals about $134million.