<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) SECURITIES
EXCHANGE ACT OF 1934
Filed by the registrant [ ]
Filed by a party other than the registrant[X]
Check the appropriate box:
[ ] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[X] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN INDUSTRIAL PROPERTIES REIT
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
AMERICAN HOLDINGS, INC.
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement)
Payment of filing fee (Check the appropriate box):
[ ] $125 per Exchange Act Rule 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(j)(2).
[X] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
Shares of Beneficial Interest
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11: *
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration number, or the form or
schedule and the date of its filing.
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
- --------------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
OCTOBER 11, 1994
AN IMPORTANT MESSAGE FROM AMERICAN HOLDINGS, INC. ('AMHOLD')
FELLOW SHAREHOLDERS
OF AMERICAN INDUSTRIAL PROPERTIES REIT (THE 'TRUST')
STOP!
We urge you not to return the WHITE proxy card you will be receiving from
the management of the Trust. Do not vote to elect management's nominees as Trust
Managers at the Annual Meeting on November 21, 1994 (the 'Meeting') until you
have had an opportunity to consider our proxy statement which shall be mailed as
soon as practicable.
In December 1993, the Trust management cancelled the payment of dividends
to Shareholders but paid Mr. Wolcott a bonus of $50,000. Then last Spring the
Trust management spent over $400,000 in a losing attempt to impose numerous
restrictions on the Trust and its Shareholders. Now they say the Trust may not
be able to pay its debts on time and may have to seek 'protection under the law'
which we believe means bankruptcy. We successfully opposed what we believed was
nothing more than a bold attempt by management to entrench itself and usurp
power which now rests with all of us, the Shareholders. Because of our efforts,
among other things, there is no staggered board and we Shareholders can change
the management of the Trust at this Meeting.
LOOK!
Look at the record of this management. Compare the performance of your
Shares with the Standard and Poor's ('S&P') 500 Index and the NAREIT Equity
(REIT) Index. Assuming that on December 31, 1988 an investment of $100 was made
in the Shares and in each of the foregoing indices and also assuming the
reinvestment of dividends, by December 31, 1993 the $100 investment in the S&P
Index would have almost doubled to $197 and in the RElT Index would have
increased by 71% to $171. In stark contrast that $100 investment in the Trust
would have shrunk almost in half to $58.
Last time, we believe Mr. Wolcott tried to pass himself off as new
management. Even he concedes he was the chief operating officer or CEO of the
Trust since 1988 (except 1992) and Mr. Bricker has been a Trust Manager since
1985, certainly long enough, we think, for both to share the responsibility for
the dismal performance of the Trust.
LISTEN!
Listen to our message about what this management has been up to and about
our program for the Trust's future both of which shall be detailed in our proxy
statement. In short, we shall seek to maximize the value of all Shares, ours and
yours. We believe a change is essential not only to dislodge a management we see
as moribund and self-serving, but to install leadership which will develop
alternatives, first to stem the Trust's decline and then to expand its prospects
for growth.
<PAGE>
<TABLE>
<S> <C>
STOP Don't vote Management's White Proxy Card. You have more than five weeks to
vote.
LOOK For our Proxy Material and our BLUE Proxy Card.
LISTEN To our program which we believe will increase shareholder values.
</TABLE>
I M P O R T A N T
IF YOUR SHARES ARE HELD IN 'STREET NAME' ONLY YOUR BANK OR BROKER CAN VOTE
YOUR SHARES, AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. PLEASE CONTACT
THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THEM NOT TO VOTE AT THIS
TIME.
IF YOU HAVE ANY QUESTIONS OR NEED FURTHER ASSISTANCE, PLEASE CALL PAUL O.
KOETHER, OF AMERICAN HOLDINGS, INC., COLLECT AT (908) 766-7220, OR JOHN W.
GALUCHIE, JR., OF AMERICAN HOLDINGS, INC., COLLECT AT (908) 234-9220, OR OUR
PROXY SOLICITOR: BEACON HILL PARTNERS, INC., 90 BROAD STREET, NEW YORK, NEW YORK
10004 (212) 742-1318.
INFORMATION ABOUT AMERICAN HOLDLNGS, INC.
AmHold was engaged in the business of real estate asset management through
its majority-owned subsidiary, NorthCorp Realty Advisors, Inc. ('NorthCorp')
until August 1994 when it sold its interest in NorthCorp to an unaffiliated
party. It currently is seeking to redeploy its assets to another operating
business.
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN HOLDINGS, INC.
<TABLE>
<CAPTION>
PERCENTAGE OF DIRECT OR
INDIRECT OWNERSHIP OF
VOTING SECURITIES OF
NAME OF PERSON POSITION AND OFFICE PRESENTLY HELD AMERICAN HOLDINGS, INC.
- --------------------------------- ----------------------------------- -----------------------
<S> <C> <C>
Paul O. Koether Chairman and President 36.04%(1)
John W. Galuchie, Jr. Executive Vice President,
Treasurer and Director 28.94%(1)
Richard M. Bossert Director *
Alfredo Mena Director *
William Mahomes, Jr. Director *
Mark W. Jaindl Senior Vice President 1.64%
Mark Koscinski Vice President *
</TABLE>
- ------------
* Less than 1%.
(1) Includes 27.80% owned by Sun Equities Corporation ('Sun Equities') of which
Messrs. Koether and Galuchie are directors and executive officers. Sun
Equities is a private company the business of which is to own shares of
other corporations including AmHold.
