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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
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AMERICAN INDUSTRIAL PROPERTIES REIT
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(Name of Issuer)
Shares of Beneficial Interest, $0.10 par value
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(Title of Class of Securities)
02679110
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(CUSIP Number)
David Goldberg, Esq.
Counsel
Public Storage, Inc.
600 N. Brand Blvd., Suite 300
Glendale, CA 91203-5050
(818) 244-8080, ext. 529
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
November 14, 1995
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [X]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 02679110 SCHEDULE 13D PAGE 2 OF 2 PAGES
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PUBLIC STORAGE, INC.
[95-3551121]
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [_]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
CALIFORNIA
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SOLE VOTING POWER
7
NUMBER OF 465,900
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
0
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 465,900
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
465,900
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.13%
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TYPE OF REPORTING PERSON*
14
CO
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ITEM 1. SECURITY AND ISSUER
-------------------
The class of securities to which this Schedule 13D relates is the Shares of
Beneficial Interest, $0.10 par value (the "Shares") of American Industrial
Properties REIT, a Texas real estate investment trust (the "Issuer"). The
address of the principal executive office of the Issuer is 6220 North Beltline,
Suite 205, Irving, Texas 75063.
ITEM 2. IDENTITY AND BACKGROUND
-----------------------
This Statement on Schedule 13D is being filed by Public Storage, Inc.
("PSI").
PSI is a real estate investment trust, organized as a corporation under the
laws of California, that has invested primarily in existing mini-warehouse
facilities (through direct ownership, as well as general and limited partnership
interests). PSI recently changed its name from Storage Equities, Inc. in
connection with a corporate reorganization in which its United States real
estate interests, together with certain advisory and property management
subsidiaries, were combined with its mini-warehouse property manager. The
principal executive offices of PSI are located at 600 North Brand Boulevard,
Suite 300, Glendale, California 91203-1241.
The directors and executive officers of PSI, their employers, addresses and
current positions are listed below. Unless otherwise indicated, each person's
address is the same as the address of PSI listed above.
<TABLE>
<CAPTION>
Name of Director or Employer/Address/Nature
Executive Officer of PSI of Business Current Position
- ------------------------ ----------------------- ----------------
<S> <C> <C>
B. Wayne Hughes PSI Chairman of the Board and
(Executive Officer and Chief Executive Officer
Director)
Harvey Lenkin PSI President
(Executive Officer and
Director)
Hugh W. Horne PSI Senior Vice President
(Executive Officer)
Ronald L. Havner, Jr. PSI Senior Vice President and
(Executive Officer) Chief Financial Officer
Marvin M. Lotz PSI Senior Vice President
(Executive Officer)
David Goldberg PSI Senior Vice President and
(Executive Officer) General Counsel
Mary Jane Howard PSI Senior Vice President
(Executive Officer)
Sara Hass PSI Senior Vice President
(Executive Officer)
John Reyes PSI Senior Vice President
(Executive Officer)
</TABLE>
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<TABLE>
<CAPTION>
Name of Director or Employer/Address/Nature
Executive Officer of PSI of Business Current Position
- ------------------------ ----------------------- ----------------
<S> <C> <C>
Robert J. Abernethy American Standard President
(Director) Development Company;
Self Storage Management
Company
5221 West 102nd Street
Los Angeles, CA 90045
Developer and operator of
mini-warehouses
Dann V. Angeloff The Angeloff Company President
(Director) 727 West Seventh Street
Suite 331
Los Angeles, CA 90017
Corporate financial advisory
firm
William C. Baker Carolinas Restaurant President
(Director) Enterprises, Inc.
3 Lochmoor Lane
Newport Beach, CA 92660
Franchisee of Red Robin
International Inc.
Uri P. Harkham The Jonathan Martin President
(Director) Fashion Group
1157 South Crocker Street
Los Angeles, CA 90021
Designer, manufacturer and
marketer of women's clothing
Harkham Properties Chairman of the Board
1157 South Crocker Street
Los Angeles, CA 90021
Real estate
Berry Holmes Private investor
(Director) 11580 Hillcrest Street
Loma Linda, CA 92354
Michael M. Sachs Westrec Properties, Inc. President
(Director) 16633 Ventura Boulevard
6th Floor
Encino, CA 91436-1835
Developer and operator of
recreational properties
</TABLE>
To the knowledge of PSI, all of the foregoing persons are citizens of the
United States except Uri P. Harkham, who is a citizen of Australia.
During the last five years, neither PSI nor, to the best knowledge of PSI,
any executive officer, director or person controlling PSI, has been convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order
2
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enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
-------------------------------------------------
As of November 14, 1995, PSI owned a total of 465,900 Shares, for which it
paid an aggregate purchase price (including commissions) of $772,666.50. All
funds used to purchase such Shares were obtained from PSI's working capital.
ITEM 4. PURPOSE OF TRANSACTION
----------------------
PSI acquired the Shares reported hereby for investment purposes. PSI
intends to review its investment in the Issuer on a continuing basis and may, at
any time, consistent with PSI's obligations under the federal securities laws,
determine to increase or decrease its ownership of Shares through purchases or
sales of Shares in the open market or in privately-negotiated transactions.
Such determination will depend on various factors, including the Issuer's
business prospects, other developments concerning the Issuer, general economic
conditions, money and stock market conditions, and any other facts and
circumstances which may become known to PSI regarding its investment in the
Issuer. At this time, PSI intends to continue to purchase Shares in the open
market or in privately negotiated transactions.
In October and November 1995, representatives of PSI have had various
discussions with representatives of Issuer relating to possible corporate
transactions, including a merger of Issuer and PSI, a transfer of commercial
properties by PSI to Issuer, an infusion of capital by PSI into Issuer and
employment arrangements with the principal executive officers of Issuer. There
are no agreements, arrangements or understandings between PSI and Issuer as to
any such transaction.
Except as set forth above, PSI has no present plans or proposals which
relate to or would result in (i) an extraordinary corporate transaction, such as
a merger, reorganization or liquidation, involving the Issuer; (ii) a sale or
transfer of a material amount of assets of the Issuer; (iii) any change in the
present board of directors or management of the Issuer, including any plans or
proposals to change the number or term of directors or to fill any existing
vacancies on the board; (iv) any material change in the present capitalization
or dividend policy of the Issuer; (v) any other material change in the Issuer's
business or corporate structure; (vi) changes in the Issuer's charter or bylaws
or other actions which may impede the acquisition of control of the Issuer by
any person; (vii) any class of securities of the Issuer being delisted from a
national securities exchange or ceasing to be quoted in an inter-dealer
quotation system of a registered national securities association; (viii) a class
of equity securities of the Issuer becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (ix) any action similar to any of those described above. However, PSI
retains its rights to modify its plans with respect to the transactions
described in this Item 4, to acquire or dispose of securities of the Issuer and
to formulate plans and proposals which could result in the occurrence of any
such events, subject to applicable laws and regulations.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
------------------------------------
(a) As of November 14, 1995, PSI owned 465,900 Shares, which constitute
approximately 5.13% of the total number of Shares outstanding on November 14,
1995.
(b) PSI has the sole power to vote and the sole power to dispose all of the
465,900 Shares owned by it.
(c) During the 60-day period ending on November 14, 1995, PSI purchased the
number of Shares in the transactions on the transaction dates and at the prices
per Share (not including commissions) set forth below:
3
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<TABLE>
<CAPTION>
Transaction Date No. of Shares Purchased Price Per Share Type of Transaction
- ---------------- ----------------------- --------------- -------------------
<S> <C> <C> <C>
10/18/95 200 $ 1.75 open market
10/18/95 22,100 1.875 open market
11/07/95 10,700 1.75 open market
11/10/95 14,900 1.75 open market
11/14/95 3,000 1.75 open market
11/14/95 15,000 1.875 open market
</TABLE>
To the best of PSI's knowledge, except as disclosed herein, PSI does not
have beneficial ownership of any Shares as of November 14, 1995 and has not
engaged in any transaction in any Shares during the 60-day period ending
November 14, 1995.
(d) Except as disclosed herein, no other person is known to PSI to have the
right to receive or the power to direct receipt of distributions from, or the
proceeds for the sale of, the Shares beneficially owned by PSI.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
SECURITIES OF THE ISSUER
------------------------
Except as disclosed herein, to the best knowledge of PSI, there are at
present no contracts, arrangements, understandings or relationships (legal or
otherwise) between PSI and any person with respect to any securities of the
Issuer, including but not limited to, transfer or voting of any of the
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss
or the giving or withholding of proxies, or a pledge or contingency the
occurrence of which would give another person voting power over securities of
the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
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(a) None
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: November 22, 1995 PUBLIC STORAGE, INC.
By: /s/ Ronald L. Havner, Jr.
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Name: Ronald L. Havner, Jr.
Title: Senior Vice President
and Chief Financial Officer
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