SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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)
September 1, 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 6 Pages
<PAGE>
CUSIP No. 0267911030000
Page 2 of 6
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
850,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
850,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.366%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 6
This Amendment No. 6 (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 4. Purpose of Transaction.
AmHold may communicate with Shareholders about the management, operations,
and financial condition of the Trust. In this connection, AmHold has
requested a copy of the Trust's list of Shareholders. The letter is
attached as Exhibit F.
Item 7. Material to be filed as Exhibits.
Exhibit F Letter to the management of the Trust.
<PAGE>
Page 4 of 6
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: September 2, 1994
AMERICAN HOLDINGS, INC.
By: /s/ John W. Galuchie, Jr.
John W. Galuchie, Jr.
Executive Vice President
VIA FAX and FEDERAL EXPRESS
September 1, 1994
American Industrial Properties REIT
(formerly known as Trammell Crow
Real Estate Investors)
6220 North Beltline, Suite 205
Irving, Texas 75063
Attention: Charles W. Wolcott, President
Re: Shareholder List
Dear Mr. Wolcott:
American Holdings, Inc. ("AHI") hereby requests, pursuant to Section 18 of
the Texas Real Estate Investment Trust Act (Articles 6138A Vernon's Texas Civil
Statutes), that the Trust provide to AHI a list of the shareholders of the
Trust of record as of August 30, 1994 or a date as close thereto as
practicable. For purposes of such request, AHI represents that it is the
record holder of more than 5% of all the outstanding Shares and the purpose of
such inspection is as set forth in the affidavit attached.
If you have any questions or need anything from AHI in connection with
this request, please call Paul O. Koether or John W. Galuchie, Jr. at
(908) 234-9220.
AMERICAN HOLDINGS, INC.
By:_____________________________________
Paul O. Koether
Chairman of the Board and President
<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 ("AHI"), 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 AHI;
(2) AHI intends to use the information (the "List") regarding the
holders of shares (the "Shares") of beneficial interest of American Industrial
Properties REIT, a Texas real estate investment trust (the "Trust") formerly
known as Trammell Crow Real Estate Investors, requested in AHI's letter to the
Trust dated September 1, 1994 for the sole purpose of communicating with the
Shareholders of the Trust regarding the business and management of the Trust;
(i) AHI will not use the List (or any information therein) for any
purpose other than to communicate with Shareholders of the Trust with
respect to the Trust's business; and
(ii) AHI will not disclose the List (or any information therein)
to any person other than AHI's employees or agents to the extent
necessary to effectuate AHI'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 1st day of
September 1994, to certify which witness my hand and seal of office.
__________________________________________
NOTARY PUBLIC, STATE OF NEW JERSEY
Am-Hldgs\StkHolder.Lst
