SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
American Industrial Properties REIT
(Name of Issuer)
Shares of Beneficial Ownership
(Title of Class of Securities)
026791103000
(CUSIP Number)
Rosenman & Colin
Natalie I. Koether, Esq.
56 Pennbrook Road, Far Hills, New Jersey 07931 (908) 766-4101
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 10, 1994
(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 [].
(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 filed 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 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).
(Continued on following page(s))
Page 1 of 10 Pages
<PAGE>
CUSIP No. 0267911030000
Page 2 of 10
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Holdings, Inc. 95-3419191
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
870,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
870,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
870,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.586%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 10
This Amendment No. 7 (the "Amendment") relates to the Schedule 13D
filed on February 2, 1994, on behalf of American Holdings, Inc. ("AmHold")
with regard to the Shares of Beneficial Interest ("Shares") of American
Industrial Properties REIT (the "Trust" or "American Industrial"), a Texas
real estate investment trust. The capitalized terms used herein, unless
otherwise defined, shall have the same meaning as in the original Schedule
13D.
Item 3. Source and Amount of Funds or other Consideration.
Since the date of the last filing, AmHold has acquired an additional
20,000 Shares at an aggregate purchase price of $27,915.00, including any
brokerage commissions. AmHold utilized working capital for the purchase of
these Shares.
Item 4. Purpose of Transaction.
Item 4 is amended hereby to add the following:
AmHold has determined to solicit proxies in opposition to the
election of management's nominees as Trust Managers at the Annual Meeting
scheduled for November 21, 1994. In connection therewith, AmHold has
demanded a copy of the Trust's Shareholders list. A copy of the demand
letter has been attached as Exhibit G. AmHold has not selected its nominees.
<PAGE>
Page 4 of 10
Item 5. Interest in Securities of the Issuer.
Item 5 is amended hereby to add the following:
(a) As of the close of business on October 10, 1994, AmHold
beneficially owned 870,000 Shares representing 9.586% of the 9,075,400 Shares
reported as outstanding in the Trust's proxy statement dated September 29,
1994.
(b) The information presented in Items 7 through 10 of the cover
sheet to this Amendment is incorporated herein by reference.
(c) Exhibit C hereto sets forth the date and purchase price of
all transactions in Shares effected by AmHold in the sixty days preceding the
date of this Amendment and not previously reported. Unless otherwise
indicated, all Shares were purchased on the New York Stock Exchange.
Item 7. Material to be filed as Exhibits.
Exhibit C Transactions in Shares effected in the past
60 days and not previously reported.
Exhibit G Letter to the management of the Trust dated
October 10, 1994.
<PAGE>
Page 6 of 10
EXHIBIT C
Number of Price
Purchaser Date Shares Purchased Per Share*
AmHold 09/30/94 5,000 $1.375
10/03/94 2,000 1.375
10/03/94 200 1.375
10/04/94 2,100 1.375
10/05/94 3,800 1.375
10/06/94 6,900 1.375
*Exclusive of brokerage commissions.
<PAGE>
Page 5 of 10
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: October 10, 1994
AMERICAN HOLDINGS, INC.
By: /s/ Mark Koscinski
Mark Koscinski
Vice President
<PAGE>
October 10, 1994
VIA FAX and FEDERAL EXPRESS
American Industrial Properties REIT
6220 North Beltline, Suite 205
Irving, Texas 75063
Attention: Charles W. Wolcott, President
Re: Shareholder List
Dear Mr. Wolcott:
American Holdings, Inc., a Delaware corporation ("AmHold"), owns more
than 5% of the outstanding Shares of Beneficial Interest ("Shares") of
American Industrial Properties REIT (the "Trust") and currently intends to
solicit proxies in connection with the Trust's Annual Meeting scheduled for
November 21, 1994 (the "Meeting"). On behalf of AmHold, demand is made
hereby pursuant to Section 18 of the Texas Real Estate Investment Trust
Act (Article 6138A, Vernon's Texas Civil Statutes), that the Trust provide
to AmHold the following (collectively, the "List"):
(a) A complete record or list of the holders of Shares, certified
by the Trust or its transfer agent, showing the name and
address of each holder of Shares, the account number of the
holder and the number of Shares registered in the name of
each such holder as of September 29, 1994 or any later date
(the "Record Date") fixed by the Trust for determining those
shareholders of the Trust entitled to vote at the Meeting;
(b) A magnetic computer tape list of the holders of Shares as of
the Record Date, showing the names, addresses, account number
and number of Shares held by such holders, together with such
computer processing data as is necessary to make use of such
magnetic computer tape, and a printout of such magnetic
computer tape for verification purposes;
<PAGE>
American Industrial Properties REIT
October 10, 1994
Page 2
(c) All information in or which comes into the possession or
control of the Trust, or which can reasonably be obtained
from nominees of any central certificate depositary system,
concerning the identity and holdings of brokerage and
financial institutions holding Shares through depositaries or
nominees, such as Cede & Co., Pacific & Co., Kray & Co.,
Philadep, DLJ and any other or similar nominees;
(d) A list or lists containing the name, address and number of Shares
attributable to any participant in any Trust employee stock
ownership, dividend reinvestment or other plan in which the
decision how to vote at the Meeting is made, directly or
indirectly, individually or collectively, by the participants
in the plan; and
(e) All information in or which comes into the Trust's possession
or which can reasonably be obtained from brokers, dealers,
banks, clearing agencies or voting trustees relating to the
names of the non-objecting and acquiescing beneficial owners of
Shares in the format of a printout in descending order balance
(such information being readily available to the Trust under
Rule 14b-1(c) or Rule 14b(21(c) of the Securities Exchange Act
of 1934 from ADP Proxy Services or similar entities).
AmHold further demands that modifications of, additions to or deletions
from any and all records referred to in paragraphs (a) through (e) above as
of the date of the List referred to above to the date of the Meeting be
immediately furnished to AmHold, as such modifications, additions or
deletions become available to the Trust or its agents or representatives
through the date of the Meeting.
AmHold has advised that it will reimburse the Trust for its reasonable
out-of-pocket costs incurred in obtaining and providing the List requested
hereby.
Enclosed herewith is an affidavit to the effect that AmHold intends to
use the List for the sole purpose of soliciting proxies and otherwise
communicating with Shareholders regarding the matters to be voted upon at the
Meeting and that AmHold will not use or disclose the List other than for such
purpose.
<PAGE>
American Industrial Properties REIT
October 10, 1994
Page 3
The List should be sent by Federal Express to American Holdings, Inc.,
376 Main Street, Bedminster, New Jersey 07921, to the attention of
John W. Galuchie, Jr., Executive Vice President.
Questions regarding the form and arrangements for delivery of the List
should be directed to Mr. Galuchie at (908) 234-9220. Other questions may be
directed to the undersigned at (908) 766-7220.
Very truly yours,
Paul O. Koether
POK/mdr
Enclosure
<PAGE>
AFFIDAVIT OF OFFICER OF AMERICAN HOLDINGS, INC.
STATE OF NEW JERSEY )
) ss.:
COUNTY OF SOMERSET )
I, Paul O. Koether, as Chairman of the Board and President of
American Holdings, Inc., a Delaware corporation ("AmHold"), having been duly
sworn, hereby state on oath that the following statements are true and
correct:
(1) I am Chairman of the Board and President of AmHold which has
requested information (the "List") concerning the ownership
of Shares of Beneficial Interest (the "Shares") of American
Industrial Properties REIT (the "Trust");
(2) Amhold owns more than 5% of the outstanding Shares;
(3) AmHold intends to use the List requested in AmHold's letter
to the Trust dated October 10, 1994 for the sole propose of
soliciting proxies and communicating with the Shareholders of
the Trust regarding the matters to be voted on at the annual
meeting to be held on November 21, 1994.
(i) AmHold will not use the List (or any information
therein) for any purpose other than to communicate
with Shareholders of the Trust except for the
purposes set forth above; and
(ii) AmHold will not disclose the List (or any
information therein) to any person other than
AmHold's employees or agents to the extent
necessary to effectuate AmHold's communication
with Shareholders.
______________________________________
Paul O. Koether, Chairman of the Board
and President of American Holdings, Inc.
SWORN TO AND SUBSCRIBED BEFORE ME by PAUL O. KOETHER,
Chairman of the Board and President of American Holdings, Inc., this 10th day
of October 1994, to certify which witness my hand and seal of office.
___________________________________________
NOTARY PUBLIC, STATE OF NEW JERSEY
