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As filed with the Securities and Exchange Commission on June 17, 1996
Registration No. 33-98766
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 6
TO
FORM S-11
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
AMERICAN EQUITY TRUST INC.
A Real Estate Investment Trust
(Exact name of registrant as specified in governing instruments)
2221 Rosecrans Avenue, Suite 110
El Segundo, California 90245
(Address of principal executive offices)
Arthur P. Herring
American Equity Trust Inc.
2221 Rosecrans Avenue, Suite 110
El Segundo, California 90245
310-536-0926
(Name, address and telephone number of agent for service)
Copies to:
David R. Decker, Esq. Dennis Doucette, Esq.
Thelen, Marrin, Johnson & Bridges Luce, Forward, Hamilton & Scripps
333 South Grand Avenue, 34th Floor 600 W. Broadway, 26th Floor
Los Angeles, California 90071 San Diego, California 92101
213-229-2062 619-699-2517
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PART II
INFORMATION NOT REQUIRED
IN PROSPECTUS
(b) Exhibits
The Exhibits required by Item 601 of Regulation S-K have been supplied
as follows:
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Exhibit
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1.1 Sales Agency Agreement between the Company and Brookstreet Securities
Corporation (form) (Revised)*
1.2 Wholesaling Agreement (Revised)*
1.3 Selling Agreement (for 8% Convertible Preferred Stock) (form)*
3.1 Articles of Incorporation of American Equity Trust Inc., as amended,
including: Articles of Incorporation of American Equity Trust Inc.,
filed November 22, 1994; Articles of Merger of Insight Environmental
Corporation (formerly Ramapo) into American Equity Trust Inc., filed
December 27, 1994; Articles of Amendment of Articles of Incorporation
of American Equity Trust Inc., filed July 11, 1995; Articles of
Amendment and Restatement of Articles of Incorporation of American
Equity Trust Inc., filed August 30, 1995; Articles of Amendment and
Restatement of Articles of Incorporation of American Equity Trust Inc.,
filed September 22, 1995; and Articles of Merger of American Equity
Trust Funding Inc. into American Equity Trust Inc. (form)*
3.2 By-Laws of American Equity Trust Inc.*
4.1 Articles Supplementary of American Equity Trust Inc. defining terms of
8% Convertible Preferred Stock and 1995 Convertible Preferred Stock
(form) (Revised)*
4.2 American Equity Trust Inc. Series "A" Warrant Agreement (form)*
5.1 Opinion of Thelen, Marrin, Johnson & Bridges re legality of Shares
(Executed)*
5.2 Opinion of Piper & Marbury LLP (Maryland counsel) re legality of Shares
(Executed)*
7.1 Opinion of Thelen, Marrin, Johnson & Bridges re liquidation preference
(Executed)*
7.2 Opinion of Piper & Marbury LLP (Maryland counsel) re liquidation
preference (Executed)*
8 Opinion of Thelen, Marrin, Johnson & Bridges re tax matters (Executed)*
10.1 Agreement of Limited Partnership of American Equity Trust Operating
Partnership, L.P. between American Equity Trust Inc. (as general
partner) and Arthur P. Herring and Dois Brock (as limited partners),
dated October 24, 1994*
10.2 Certificate of Limited Partnership for American Equity Trust Operating
Partnership, L.P.*
10.3 Form of Purchase and Sale Agreement, together with form of Limited
Partnership Agreement of AMREIT No. 5805, a California Limited
Partnership, between American Equity Trust Operating Partnership, L.P.
(as general partner) and Sepulveda Hatteras, Ltd. (as limited partner)
for the purpose of acquiring the property at 5805 Sepulveda Boulevard,
Van Nuys, California*
10.3.1 Executed Purchase and Sale Agreement, together with executed Limited
Partnership Agreement of AMREIT No. 5805, a California Limited
Partnership, between American Equity Trust Operating Partnership, L.P.
(as general partner) and Sepulveda Hatteras, Ltd. (as limited partner)
for the purpose of acquiring the property at 5805 Sepulveda Boulevard,
Van Nuys, California, dated June 7, 1996.*
10.4 Form of Purchase and Sale Agreement, together with form of Limited
Partnership Agreement of AMREIT No. 1901, a California Limited
Partnership, between American Equity Trust Operating Partnership, L.P.
(as general partner) and General Western Property Company (as limited
partner) for the purpose of acquiring the property at 1901 South
Sepulveda Boulevard, Los Angeles, California*
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<CAPTION>
Exhibit
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10.4.1 Executed Purchase and Sale Agreement, together with executed Limited
Partnership Agreement of AMREIT No. 1901, a California Limited
Partnership, between American Equity Trust Operating Partnership,
L.P. (as general partner) and General Western Property Company (as
limited partner) for the purpose of acquiring the property at 1901
South Sepulveda Boulevard, Los Angeles, California, dated June 7,
1996.*
10.5 Residential Income Real Estate Purchase Contract, Receipt for
Deposit, and Escrow Instructions between American Equity Trust Inc.
(buyer) and Arrow Village LTD (seller), dated June 9, 1995, for the
purchase of the Arrow Village Apartments*
10.5.1 Amendment, dated June 3, 1996, to Exhibit 10.5.*
10.6 Purchase and Sale Agreement between American Equity Trust Inc.
(buyer) and Professor's Fund I (seller), dated September 15, 1995,
for the purchase of the Northwest Garden Apartments*
10.6.1 Amendment, dated June 3, 1996, to Exhibit 10.6.*
10.7 Purchase and Sale Agreement between American Equity Trust Inc.
(buyer) and Professor's Fund I (seller), dated September 15, 1995,
for the purchase of the Orangewood Place Apartments*
10.7.1 Amendment, dated June 3, 1996, to Exhibit 10.7.*
10.8 Purchase and Sale Agreement between American Equity Trust Inc.
(buyer) and Professor's Fund II (seller), dated September 15, 1995,
for the purchase of the Sandpainter Apartments*
10.8.1 Amendment, dated June 3, 1996, to Exhibit 10.8.*
10.11 Employment Agreement between American Equity Trust Inc. and Arthur P.
Herring*
10.12 Employment Agreement between American Equity Trust Inc. and Dois
Brock*
10.13 Office Lease between Sepulveda Hatteras, Ltd. (landlord) and Hewlett-
Packard Company (tenant) for the lease of office space at 5805
Sepulveda Boulevard, Van Nuys, California*
10.14 Lease Agreement between Sepulveda Hatteras, Ltd. (landlord) and FHP,
Inc. (tenant) for the lease of office space at 5805 Sepulveda
Boulevard, Van Nuys, California*
10.15 Office Building Lease between Sepulveda Hatteras, Ltd. (landlord) and
Mischel, Trock and Associates (tenant) for the lease of office space
at 5805 Sepulveda Boulevard, Van Nuys, California*
10.16 Office Building Lease between Sepulveda Hatteras, Ltd. (landlord) and
Industrial Bank (tenant) for the lease of office space at 5805
Sepulveda Boulevard, Van Nuys, California*
10.17 Lease between 1901 Sepulveda Venture (landlord) and Sportmart Inc.
(tenant) for the lease of commercial space at 1901 South Sepulveda
Boulevard, Los Angeles, California*
10.18 Financial Consulting Agreement, dated September 1, 1995, between
Registrant and Strategic Planning Consultants, Inc.*
10.19A-H Shareholder and Warrantholders Standstill Agreements, dated October
24, 1995, between Registrant and Dois Brock, Jacob Segal, Gerald
Weisstein, Norm Miller, Kalismart Inc., Raging Bull, Danube Rousse
Inc., and Regent IV Trust*
10.20 1995 Stock Option and Incentive Plan for the Officers, Independent
Directors and Employees of American Equity Trust Inc. and AETI
Operating Partnership, L.P.*
12 Statement re Computation of Ratio of Earnings to Fixed Charges*
23.1 Consent of Thelen, Marrin, Johnson & Bridges as counsel (See Exhibit
8)
23.2 Consent of Piper & Marbury LLP (Maryland counsel) (See Exhibit 5.2)*
23.5 Consent of BDO Seidman as independent accountants
24 Power of Attorney*
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* Previously filed.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-11 and has duly caused this Amendment to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of El Segundo, State of California, on June 17,
1996.
AMERICAN EQUITY TRUST INC.
By /s/ Arthur P. Herring
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Arthur P. Herring, Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
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Signature Title Date
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Principal Executive Chairman of the Board of
Officer/Principal Financial Directors, Chief Executive
Officer: Officer, and Chief Financial
Officer June 17, 1996
/s/ Arthur P. Herring
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Arthur P. Herring
Principal Accounting Officer: President, Controller, Secretary
and Director
/s/ Dois Brock June 17, 1996
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Dois Brock
Charles B. Allen* Director June 17, 1996
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Charles B. Allen
Mark Ross* Director June 17, 1996
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Mark Ross
Gerald S. Weisstein* Director June 17, 1996
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Gerald S. Weisstein
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*By: /s/ Arthur P. Herring
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Arthur P. Herring, Attorney-in-Fact
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EXHIBIT INDEX
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Exhibit
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23.5 Consent of BDO Seidman as independent accountants
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EXHIBIT 23.5
CONSENT OF INDEPENDENT ACCOUNTANTS
To the Stockholders and Directors of
American Equity Trust, Inc.
We hereby consent to the use in the Prospectus constituting a part of this
Registration Statement on Form S-11 of our reports dated May 8, 1996, relating
to the financial statement of American Equity Trust, Inc., as of March 31,
1996; and our reports dated March 25, 1996 relating to the financial statements
and schedule of the Prior Ownership Group for each of the three years in the
period ended December 31, 1995 and the financial statement of the Proposed
Acquisitions for the year ended December 31, 1995, which are contained in that
Prospectus.
We also consent to the reference to us under the caption "Experts" in the
Prospectus
BDO Seidman, LLP
Los Angeles, California
June 17, 1996
