<PAGE>
SCHEDULE 14A
(RULE 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
(Amendment No. 2)
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:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction 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:
- --------------------------------------------------------------------------------
[X] 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 statement number, or
the form or schedule and the date of its filing.
(1) Amount previously paid:
$500.00
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
PREC 14A
- --------------------------------------------------------------------------------
(3) Filing party:
AMERICAN HOLDINGS, INC.
- --------------------------------------------------------------------------------
(4) Date filed:
10/11/94
- --------------------------------------------------------------------------------
* Set forth the amount on which the filing fee is calculated and state how it
was determined.
<PAGE>
AMERICAN HOLDINGS, INC. ('AMHOLD')*
(A PUBLIC CORPORATION LISTED ON NASDAQ)
INFORMATION ABOUT THE ANNUAL MEETING OF
AMERICAN INDUSTRIAL PROPERTIES REIT (THE 'TRUST')
AND THE TRUST'S PROXY STATEMENT
This Proxy Statement and the enclosed proxy card are being sent on or about
October 18, 1994, in connection with the annual meeting being held by the Trust
at 9:00 a.m., Dallas time, November 21, 1994 at Texas Commerce Tower, East
Room - 40th Floor, 2200 Ross Avenue, Dallas, Texas 75201 (the 'Meeting'). At the
Meeting, management proposes to seek the election of its nominees as the three
Trust Managers and the ratification of Ernst & Young as the independent auditor
for the Trust. AmHold is seeking to remove all the current Trust Managers and to
elect its own nominees in opposition to current management. AmHold will
recommend a vote in favor of ratification of the appointment of
Ernst & Young as auditors. In reliance upon Rule 14a-5(c) of the Securities and
Exchange Act of 1934**, reference is made to the proxy statement dated October
7, 1994 which was sent to each of you by the Trust for a full description of
management's proposals, as well as information with respect to the number of
shares eligible to vote at the Meeting, the quorum, the record date, the
securities ownership of the Trust, information about the Trust's officers and
Trust Managers, including compensation, information about the ratification of
the appointment of Ernst & Young as independent auditors and the date by which
shareholders must submit proposals for inclusion in the next annual meeting.
Please read the following material with care because we believe the Trust's
future depends on your vote and we urge you to vote for our proposals to remove
all current Trustees and to elect our nominees as Trust Managers. (See 'Required
Vote and Manner of Voting'). Even if you have executed management's white proxy
card, you can change your vote by signing, dating and returning the enclosed
blue proxy card. Any proxy, including one we hold, can be revoked. (See
'Revocation of Proxies').
PROPOSAL 1
REMOVAL OF TRUST MANAGERS
AmHold recommends that you vote to remove all the current Trust Managers,
William H. Bricker, Charles W. Wolcott, George Jenkins and Raymond A. Hay. Mr.
Jenkins has previously announced that he intends to resign on the day of the
Annual Meeting but he is not bound to do so. Trust Managers can be removed by
the affirmative vote of a majority of the outstanding Shares (4,537,701). If the
Trust Managers are removed, as we believe they should be, Messrs. Bricker and
Wolcott would no longer be entitled to the favorable status accorded standing
Trust Managers in the election. Standing Trustees can be re-elected by a
majority vote of all outstanding Trust Shares; whereas successor Trustees, such
as AmHold's nominees (and Mr. Hay), must receive the vote of two-thirds (2/3) of
the outstanding Trust Shares. By voting to remove the current Trust Managers, in
our view, you will assure that the same rules will apply to all candidates.
We believe that a vote to remove the Trust Managers will also send a very
powerful message to the incumbents and whoever succeeds them, our nominees
included, that you are fed up with the operation of this Trust which has led to
losses in each year since 1987 and apparently is headed for another. Meanwhile,
salaries are increased and bonuses are distributed to management. We seek to
remove the current Trust Managers because we believe the Trust's performance
under their leadership has been
- ------------
* Additional information about AmHold, the names of its officers, directors and
controlling stockholders and their ownership interests is presented on
Schedule I of this Proxy Statement. Information about AmHold's nominees is
provided under the heading 'Election of Trust Managers.'
** Rule 14a-5(c) provides that 'any information contained in any other proxy
soliciting material which has been furnished to each person solicited in
connection with the same meeting or subject matter may be omitted from the
proxy statement, if a clear reference is made to the particular document
containing such information.'
<PAGE>
dismal and has brought the Trust to the brink of bankruptcy. We urge you to vote
FOR Proposal 1 to remove all current Trust Managers.
PROPOSAL 2
IT IS TIME FOR A CHANGE. AmHold recommends that you elect its nominees to
replace what AmHold believes is a failed management team. Pursuant to the
Trust's By-laws, AmHold's nominees, if elected, will reduce the number of Trust
Managers from four to three eliminating any vacancy created as a result of such
election.
ELECTION OF TRUST MANAGERS
Three Trust Managers will be elected at the Meeting. Each will serve until
the next annual meeting or until a successor is elected. The affirmative vote of
two-thirds (2/3) of the outstanding Shares entitled to vote (6,050,267) is
required to elect each of the AmHold nominees. The biographical data, including
age, principal occupation or employment, and other affiliations and business
experience of each nominee during the last five years follows:
PAUL O. KOETHER, age 58, is principally engaged in the following
businesses: (i) as Chairman since April 1988, President since April 1989, a
director since March 1988 of AmHold, and for more than five years as the
Chairman and President of Sun Equities Corporation ('Sun'), a private,
closely-held corporation which is AmHold's principal stockholder; (ii) as
Chairman and director since July 1987 and President since October 1990 of Kent
Financial Services, Inc. ('Kent') which engages in various financial services,
including the operation of a retail brokerage business through its wholly-owned
subsidiary, T.R. Winston & Company, Inc. ('Winston') and the general partner
since 1990 of Shamrock Associates, an investment partnership which is the
principal stockholder of Kent; (iii) various positions with affiliates of Kent,
including Chairman since 1990 and a registered representative since 1989 of
Winston and since July 1992, a director of American Metals, Inc., an indirect,
majority-owned subsidiary currently seeking to acquire an operating business.
Prior to August 1994, Mr. Koether also served as an officer and director of
NorthCorp Realty Advisors, Inc., a real estate asset manager. Mr. Koether's
business address is 56 Pennbrook Road, Far Hills, New Jersey 07931.
TIEMAN H. DIPPEL, JR., age 49, has been the Chairman of the Board and
President of Brenham Bancshares, Inc. of Brenham, Texas for more than five
years. He also is the Chairman of Dippel, Winston & Associates, Inc., an
affiliate of Winston and the Dippel Venture Capital Corporation and is a partner
of Dippel and Alfred partnership, a real estate development partnership. He is a
graduate of the College of Business Administration and Law School of the
University of Texas. He is a member of numerous civic boards including Blue
Cross and Blue Shield of Texas, Inc., Development Board of University of Texas
Health Science Center at Houston and Past President of Texas State Chamber of
Commerce. Mr. Dippel's business address is 2211 South Day, Suite 401, Brenham,
Texas 77833.
KENNETH A. BARFIELD, age 38, has been Chairman and President of the
Alexander Group, a management, communications and merchant banking consulting
firm for more than five years. Since 1992 he has been a director of Fulton
Seaboard Resources, Inc., an integrated energy company. His business address is
3200 Red River, Suite 360, Austin, Texas 78705.
AmHold has no reason to believe that any of their nominees will not serve
if elected, but if any of them should become unavailable to serve as a Trust
Manager, and if AmHold designates a substitute nominee, the persons named in the
accompanying proxy will vote for the substitute nominees absent contrary
instructions in the proxy. There are no arrangements or understandings between
the nominees and AmHold or the Trust other than as described in this proxy
statement.
AMHOLD URGES YOU TO VOTE FOR EACH NOMINEE DESCRIBED ABOVE. THESE
INDIVIDUALS ARE COMMITTED TO TAKE NO TRUST MANAGERS' FEES UNTIL THE TRUST
GENERATES POSITIVE CASH FLOW FROM OPERATIONS.
2
<PAGE>
OUR PLAN
If elected, the AmHold nominees are pledged to develop alternatives for
increasing the equity of the Trust for the benefit of all current Shareholders.
Although no definitive proposal has been made, the new Trust Managers would make
every effort to restructure the Trust's outstanding debt and to secure equity
financing on a basis that would be fair to current Shareholders. AmHold would
make further equity investments in the Trust only on the same basis as offered
to all other Shareholders. We have no current intention to change the REIT
status of the Trust.
We believe the current management of the Trust has failed. According to
management's own statements, the Trust has been and will continue to be unable
to meet its obligations and may be forced to seek protection from its creditors,
which, in our view, can only mean that the Trust is teetering on the edge of
bankruptcy. We cannot assure that our nominees can turn the situation around or
even at this late date prevent the Trust's filing for bankruptcy protection. We
can commit that: (1) every act of our nominees will be weighed for its positive
effect on shareholders, (2) every deed will be designed to assure fairness to
shareholders and (3) every transaction will be analyzed to maximize shareholder
values. If bankruptcy is inevitable, we commit to do everything humanly possible
to control costs and to maintain equity values. No one can promise more and no
one has more economic incentive to deliver on their promises than we do.
LET'S TRY TO BLOT OUT THE RED INK TOGETHER. VOTE TO REMOVE THE CURRENT
TRUST MANAGERS AND ELECT OUR NOMINEES. WE ARE COMMITTED TO MAXIMIZING
SHAREHOLDER VALUES.
REQUIRED VOTE AND MANNER OF VOTING
Remember, in order to remove the current Trustees one-half of the
outstanding Trust Shares (4,537,701) need to vote in favor. To elect our
nominees 66 2/3% of the outstanding Trust Shares (6,050,267) need to vote in
favor. Valid proxies will be voted as instructed therein, but absent
instructions will be voted FOR the removal of the current Trust Managers, FOR
the election of AmHold's nominees, FOR the ratification of Ernst & Young as
the Trust's auditors for the 1994 fiscal year and in the discretion of the
proxies on any other matter that comes before the Meeting which was not known
a reasonable time before the Meeting. Abstentions and broker non-votes (where a
nominee holding shares for a beneficial owner has not received voting
instructions from the beneficial owner on a particular matter and the nominee
does not vote the shares) will be counted in the determination of a quorum, but
will otherwise have the effect of voting against Proposals 1 and 2. Therefore,
if you want the Trustees removed and our nominees elected, we urge you to sign,
date and return the BLUE proxy card in the enclosed envelope. No postage is
required if mailed in the United States.
SHARES IN STREET NAME
If you hold your Trust Shares in the name of a brokerage firm, your broker
cannot vote the Shares until the broker receives specific instructions from you.
Please contact the party at the brokerage firm responsible for your account to
make sure that a proxy is executed for your Trust Shares on the BLUE proxy card.
REVOCATION OF PROXIES
If you have executed management's white proxy card before receiving this
Proxy Statement, you have every right to change your vote by signing, dating and
returning the enclosed BLUE proxy card. Only your latest dated proxy will count
at the Meeting. Any proxy, including the proxy solicited hereby, may be revoked
at any time before it is voted by (i) submitting a duly executed proxy bearing a
later date to the Secretary of the Trust or to AmHold, (ii) filing with the
Secretary of the Trust a written revocation or (iii) attending and voting at the
Meeting in person.
3
<PAGE>
SOLICITATION EXPENSE
AmHold will bear the cost of preparing, assembling and mailing the enclosed
form of proxy, this proxy statement and other material which may be sent to
shareholders in connection with this solicitation. Officers and regular
employees of AmHold or its affiliates may solicit proxies by mail, telephone,
telegraph and personal interview, for which no additional compensation will be
paid. In addition, AmHold has retained Beacon Hill Partners, Inc. to solicit
proxies on its behalf. It is anticipated that the cost to AmHold in connection
with this solicitation will be approximately $100,000 inclusive of $14,000
payable to Beacon Hill Partners, Inc. AmHold will not seek reimbursement of its
expenses from the Trust.
Very truly yours,
AMERICAN HOLDINGS, INC.
4
<PAGE>
IMPORTANT
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. BROKER
NON-VOTES HAVE THE SAME EFFECT AS A VOTE AGAINST OUR PROPOSAL TO REMOVE THE
TRUSTEES OR ELECT OUR NOMINEES. PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR
ACCOUNT AND INSTRUCT THEM TO EXECUTE A BLUE PROXY CARD AS SOON AS POSSIBLE.
IF YOU HAVE ANY QUESTIONS OR NEED FURTHER ASSISTANCE IN VOTING, PLEASE CALL
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
(800) 755-5001
5
<PAGE>
SCHEDULE 1
ADDITIONAL INFORMATION ABOUT AMERICAN HOLDINGS, 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. As of October 10, 1994, AmHold, together with its affiliates and
participants in this solicitation, hold 870,000 Trust Shares or approximately
9.6% of the total Trust Shares outstanding.
AmHold and its nominees have no agreements with the Trust or any of its
nominees or with respect to any securities of the Trust, the giving or
withholding of proxies, any future employment by the Trust or any future
transactions to which the Trust or its affiliates may be a party, except as
expressed in the Proxy Statement. None of AmHold's nominees have, during the
past ten years, been convicted in a criminal proceeding. Additionally, none of
AmHold's nominees hold any Trust Shares, either directly or indirectly, except
for Mr. Koether as described below.
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN HOLDINGS, INC.
<TABLE>
<CAPTION>
PERCENTAGE OF DIRECT
OR INDIRECT OWNERSHIP
POSITION AND OF VOTING SECURITIES OF
NAME OF PERSON OFFICE PRESENTLY HELD AMERICAN HOLDINGS, INC.
- ---------------------------------------------------------- ----------------------------- -----------------------
<S> <C> <C>
Paul O. Koether .......................................... Chairman and President 36.0%(1)
56 Pennbrook Road
Far Hills, NJ 07931
John W. Galuchie, Jr. .................................... Executive Vice President, 29.0%(1)
376 Main Street Treasurer and Director
Bedminster, NJ 07921
Richard M. Bossert ....................................... Director *
P.O. Box 209
Bedminster, NJ 07921
Alfredo Mena ............................................. Director *
P.O. Box 520656
Miami, FL 33152
William Mahomes, Jr. ..................................... Director *
2200 Ross Avenue
Suite 2200
Dallas, TX 75201
Mark W. Jaindl ........................................... Senior Vice President 1.6%
376 Main Street
Bedminster, NJ 07921
Mark Koscinski ........................................... Vice President *
376 Main Street
Bedminster, NJ 07921
</TABLE>
- ------------
* Less than 1%.
(1) Includes 27.8% 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.
6
<PAGE>
PURCHASES AND SALES OF TRUST SHARES BY AMHOLD(1)
<TABLE>
<CAPTION>
NUMBER OF PRICE
DATES PURCHASED SHARES PURCHASED PER SHARE TOTAL
- ----------------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
12/15/93......................................................... 17,300 $ 2.00 $ 34,948.50
12/16/93......................................................... 9,000 2.00 18,180.00
12/16/93......................................................... 87,600 2.00 176,954.50
12/21/93......................................................... 33,300 2.125 71,431.00
12/22/93......................................................... 1,000 2.125 2,145.00
12/22/93......................................................... 8,000 2.00 16,162.50
12/23/93......................................................... 17,700 2.125 37,969.00
12/27/93......................................................... 5,800 2.125 12,443.50
12/28/93......................................................... 28,400 2.125 60,918.00
12/28/93......................................................... 1,100 2.125 2,362.00
12/29/93......................................................... 700 2.125 1,501.50
12/29/93......................................................... 22,900 2.125 49,123.00
12/30/93......................................................... 1,000 2.125 2,147.50
12/30/93......................................................... 22,500 2.125 48,262.50
12/31/93......................................................... 21,900 2.125 46,978.00
01/03/94......................................................... 23,600 2.125 50,622.00
01/03/94......................................................... 2,000 2.125 4,292.50
01/04/94......................................................... 500 2.125 1,070.00
01/04/94......................................................... 3,600 2.125 7,724.50
01/05/94......................................................... 1,200 2.125 2,570.50
01/06/94......................................................... 26,300 2.125 56,284.50
01/07/94......................................................... 5,800 2.125 12,412.00
01/07/94......................................................... 500 2.125 1,072.50
01/10/94......................................................... 1,200 2.125 2,570.50
01/11/94......................................................... 7,000 2.125 14,982.50
01/13/94......................................................... 100 2.125 216.50
01/14/94......................................................... 800 2.125 1,714.50
01/18/94......................................................... 500 2.125 1,072.50
01/19/94......................................................... 300 2.125 644.50
01/19/94......................................................... 8,000 2.125 17,160.00
01/20/94......................................................... 1,000 2.125 2,147.50
01/21/94......................................................... 100 2.125 217.00
01/24/94......................................................... 27,700 2.125 59,416.50
01/25/94......................................................... 700 2.125 1,504.00
01/26/94......................................................... 29,600 2.125 63,494.50
01/27/94......................................................... 700 2.125 1,501.50
01/27/94......................................................... 27,100 2.125 58,129.50
01/27/94......................................................... 6,300 2.125 13,513.50
01/27/94......................................................... 2,000 2.125 4,292.50
02/02/94......................................................... 1,100 2.125 2,362.00
02/02/94......................................................... 2,400 2.125 5,148.00
02/02/94......................................................... 3,000 2.25 6,810.00
02/02/94......................................................... 14,000 2.25 31,780.00
02/07/94......................................................... 10,000 2.125 21,452.50
02/08/94......................................................... 17,000 2.25 38,592.50
02/10/94......................................................... 3,400 2.25 7,718.00
02/10/94......................................................... 19,200 2.375 45,984.00
02/11/94......................................................... 20,000 2.375 47,902.50
02/14/94......................................................... 100 2.25 229.50
</TABLE>
(table continued on next page)
7
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
NUMBER OF PRICE
DATES PURCHASED SHARES PURCHASED PER SHARE TOTAL
- ----------------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
02/14/94......................................................... 16,800 $ 2.375 $ 40,236.00
02/23/94......................................................... 2,700 2.25 6,131.50
02/24/94......................................................... 6,500 2.25 14,757.50
02/25/94......................................................... 4,500 2.25 10,217.50
02/28/94......................................................... 1,700 2.25 3,861.50
03/03/94......................................................... 500 2.25 1,135.00
03/03/94......................................................... 10,000 2.25 22,702.50
03/07/94......................................................... 15,000 2.25 34,052.50
03/07/94......................................................... 5,500 2.25 12,485.00
03/07/94......................................................... 2,000 2.25 4,542.50
03/08/94......................................................... 9,400 2.25 21,340.50
03/09/94......................................................... 400 2.25 910.50
03/11/94......................................................... 2,900 2.25 6,585.50
03/14/94......................................................... 1,400 2.25 3,180.50
03/15/94......................................................... 2,000 2.25 4,542.50
03/15/94......................................................... 500 2.25 1,135.00
03/16/94......................................................... 5,900 2.25 13,393.00
03/16/94......................................................... 13,500 2.25 30,647.50
03/23/94......................................................... 4,200 2.125 9,011.50
03/24/94......................................................... 1,000 2.125 2,147.50
03/25/94......................................................... 9,600 2.125 20,594.50
04/13/94......................................................... 25,000 1.75 44,252.50
04/13/94......................................................... 700 1.75 1,239.00
04/14/94......................................................... 31,600 1.75 55,934.50
04/15/94......................................................... 700 1.75 1,241.50
04/18/94......................................................... 1,700 1.75 3,011.50
04/19/94......................................................... 500 1.75 887.50
04/20/94......................................................... 10,000 1.75 17,702.50
04/21/94......................................................... 15,000 1.75 26,552.50
04/22/94......................................................... 1,000 1.75 1,772.50
04/25/94......................................................... 400 1.75 710.50
04/26/94......................................................... 10,100 1.75 17,879.50
04/28/94......................................................... 800 1.75 1,416.00
04/28/94......................................................... 4,100 1.75 7,259.50
04/29/94......................................................... 400 1.75 710.50
05/11/94......................................................... 800 1.75 1,418.50
05/13/94......................................................... 600 1.75 1,064.50
05/17/94......................................................... 1,800 1.75 3,188.50
05/26/94......................................................... 2,500 1.875 4,752.50
05/27/94......................................................... 900 1.875 1,712.50
06/01/94......................................................... 11,600 2.00 23,492.50
06/01/94......................................................... 20,000 2.00 40,500.00
06/08/94......................................................... 2,100 2.00 4,255.00
06/09/94......................................................... 1,200 2.00 2,432.50
06/10/94......................................................... 8,700 2.00 17,620.00
06/13/94......................................................... 2,400 2.00 4,862.50
06/16/94......................................................... 2,100 2.00 4,255.00
06/17/94......................................................... 1,000 2.00 2,025.00
06/17/94......................................................... 8,500 2.00 17,215.00
</TABLE>
(table continued on next page)
8
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
NUMBER OF PRICE
DATES PURCHASED SHARES PURCHASED PER SHARE TOTAL
- ----------------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
06/21/94......................................................... 200 $ 1.875 $ 382.50
06/21/94......................................................... 5,300 1.875 10,070.00
06/22/94......................................................... 11,700 1.875 22,230.00
06/22/94......................................................... 1,800 1.875 3,422.50
06/30/94......................................................... 5,000 1.75 8,852.50
09/30/94......................................................... 5,000 1.375 6,977.50
10/03/94......................................................... 2,000 1.375 2,792.50
10/03/94......................................................... 200 1.375 281.50
10/04/94......................................................... 2,100 1.375 2,932.00
10/05/94......................................................... 3,800 1.375 5,303.50
10/06/94......................................................... 6,900 1.375 9,628.00
---------------- -------------
871,200
$1,813,978.00
</TABLE>
<TABLE>
<CAPTION>
DATE OF NUMBER OF SALES PRICE
SALE SHARES PER SHARE TOTAL
- ----------------------------------------------------------------- ---------------- ----------- -------------
<S> <C> <C> <C>
12/17/93......................................................... 1,200 2.125 2,523.41
----------------
870,000 $1,811,553.83*
---------------- -------------
---------------- -------------
</TABLE>
- ------------
(1) No shares were purchased with or are being held with borrowed funds.
* Reflects gain on sale of 1,200 shares on 12/17/93 of $99.24.
9
<PAGE>
APPENDIX A
GRAPH APPEARING ON PAGE ONE OF LETTER TO SHAREHOLDERS.
Line graph depicting price per share from 1986 to the present. The graph
shows the dramatic decline in the per share price from approximately $15 in 1986
to the current market price of approximately $1.375.
<PAGE>
AMERICAN HOLDINGS, INC. ('AMHOLD')
Dear Fellow Shareholders of AMERICAN INDUSTRIAL PROPERTIES REIT (THE
'TRUST'):
We own almost 10% of the Trust's outstanding Shares. As the Trust's
largest shareholder, we have the greatest economic stake in the future of
the Trust. We believe the Trust will have no future unless the current
Trust Managers are removed and our nominees are elected to replace them. To
understand why we see the Trust's future as grim, just look at its past.
REMEMBRANCE OF THINGS PAST
Q. Can you remember when this Trust was profitable?
THE TRUST HAS SUSTAINED OPERATING LOSSES EVERY YEAR SINCE 1987.
Q. Can you remember when this management was not in charge?
MR. BRICKER HAS BEEN WITH THE TRUST SINCE 1985 AND MR. WOLCOTT EVERY YEAR
SINCE 1986, EXCEPT 1992.
Q. Can you remember how the return on investment in the Trust compares to
its peer group?
ASSUME (I) THAT ON DECEMBER 31, 1988 AN INVESTMENT OF $100 WAS MADE IN
THE TRUST SHARES AND IN THE STANDARD AND POOR'S ('S&P') 500 INDEX AND IN
THE NAREIT EQUITY ('REIT') INDEX AND (II) ALSO ASSUME THE REINVESTMENT OF
DIVIDENDS. YOU WOULD FIND THAT BY DECEMBER 31, 1993 THE $100 INVESTMENT
IN THE S&P INDEX WOULD HAVE ALMOST DOUBLED TO $197 AND IN THE REIT 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.
Q. Can you remember how the Trust shares have performed from 1986-Present:
[INSERT GRAPH]
NOT A PRETTY PICTURE!
<PAGE>
RED INK
The history of the Trust under this management has been written in red ink.
The losses continue to mount and management acknowledges that it has been and
will continue to be unable to meet its obligations and 'may be required to
pursue alternative strategies to protect the interests of shareholders,
including seeking protection or other remedies afforded a debtor.' We think that
means bankruptcy.
BACK TO THE FUTURE
THEIR PLAN
We believe that the only plan this management has is a plan to assure their
own survival. Management has attempted in the past to convince you, the
Shareholders, that adopting provisions which have the effect of discouraging a
change in control, such as a staggered board and providing the board with powers
it does not currently have, will somehow benefit you. It is apparent that the
purpose of such proposals was to entrench management and make it more difficult
to remove current management, which has been unable to put forth a plan to
assure the Trust's viability.
OUR PLAN
If elected, the AmHold nominees are pledged to develop alternatives for
increasing the equity of the Trust for the benefit of all current Shareholders.
Although no definitive proposal has been made, our Trust Managers would make
every effort to restructure the Trust's outstanding debt and to secure equity
financing on a basis that would be fair to current Shareholders. AmHold would
make further equity investments in the Trust only on the same basis offered to
all other Shareholders. We have no current intention to change the REIT status
of the Trust.
IF ELECTED, THE AMHOLD NOMINEES WILL TAKE NO TRUST MANAGERS' FEES UNTIL
THE TRUST GENERATES POSITIVE CASH FLOW FROM OPERATIONS.
We believe the current management of the Trust has failed. According to
management's own statements, the Trust has been and will continue to be unable
to meet its obligations and may be forced to seek protection from its creditors
which, in our view, can only mean that the Trust is teetering on the edge of
bankruptcy. We cannot assure that our nominees can turn the situation around or
even at this late date prevent the Trust's filing for bankruptcy protection. But
we can commit to do everything humanly possible to control costs and to maintain
equity values. No one can promise more and no one has more economic incentive to
deliver on their promises than we do.
Very truly yours,
AMERICAN HOLDINGS, INC.
LET'S TRY TO BLOT OUT THE RED INK TOGETHER. VOTE TO REMOVE THE CURRENT TRUST
MANAGERS AND ELECT OUR NOMINEES. WE ARE COMMITTED TO MAXIMIZING SHAREHOLDER
VALUES.
IMPORTANT
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. BROKER
NON-VOTES HAVE THE SAME EFFECT AS A VOTE AGAINST OUR PROPOSALS TO REMOVE THE
TRUSTEES OR ELECT OUR NOMINEES. PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR
ACCOUNT AND INSTRUCT THEM TO VOTE FOR OUR PROPOSALS ON THE BLUE PROXY CARD AS
SOON AS POSSIBLE.
IF YOU HAVE ANY QUESTIONS OR NEED FURTHER ASSISTANCE IN VOTING, PLEASE CALL
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
(800) 755-5001
<PAGE>
AMERICAN INDUSTRIAL PROPERTIES REIT
ANNUAL MEETING TO BE HELD ON NOVEMBER 21, 1994
THIS PROXY IS SOLICITED ON BEHALF OF AMERICAN HOLDINGS, INC. ('AMHOLD')
The undersigned hereby appoints Paul O. Koether and John W. Galuchie, Jr. or
either of them, the undersigned's proxies, each with full power of substitution,
to vote all Shares of Beneficial Interest of AMERICAN INDUSTRIAL PROPERTIES REIT
(the 'Trust') which the undersigned would be entitled to vote if personally
present at the Annual Meeting of Shareholders of the Trust to be held on
November 21, 1994 at 9:00 A.M. local time, at Texas Commerce Tower, East
Room -- 40th Floor, 2200 Ross Avenue, Dallas, Texas 75201 (the 'Meeting') and at
any adjournments or postponements thereof and, without limiting the generality
of the power hereby conferred, the proxy nominees named above and each of them
are specifically directed to vote as indicated below.
WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE
VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS
PROXY WILL BE VOTED FOR THE REMOVAL OF THE TRUST MANAGERS, FOR THE ELECTION OF
ALL OF AMHOLD'S NOMINEES FOR TRUST MANAGER NAMED BELOW AND FOR THE RATIFICATION
OF THE TRUST'S AUDITORS.
If there are amendments or variations to the matters proposed at the Meeting
or at any adjournments or postponements thereof, or if any other business
properly comes before the Meeting, this proxy confers discretionary authority on
the proxy nominees named herein and each of them to vote on such amendments,
variations or other business.
1. Removal of Trust Managers
[ ] FOR removal of all current Trust Managers (except as marked to the
contrary below)
[ ] WITHHOLD AUTHORITY to remove Trust Managers
William H. Bricker, Charles W. Wolcott, George Jenkins and Raymond A. Hay
- --------------------------------------------------------------------------------
(Instruction: To withhold authority to remove any individual nominee, write that
nominee's name in the space provided above and check the FOR box to remove all
other current Trust Managers).
(Continued, and to be signed and dated on the reverse side).
<PAGE>
[REVERSE]
2. For Election of AmHold Nominees
[ ] FOR each nominee listed (except as marked to the contrary
below) [ ] WITHHOLD AUTHORITY to elect nominees listed
Paul O. Koether, Tieman H. Dippel, Jr. and Kenneth A. Barfield
- --------------------------------------------------------------------------------
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided above and check the FOR box to elect
all other nominees).
3. Ratification of appointment of Ernst & Young as independent auditors for
the year ended December 31, 1994
[ ] FOR [ ] AGAINST [ ] ABSTAIN
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Shareholders and Proxy Statement for the November 21, 1994 meeting.
Dated: ........................ , 1994
......................................
Signature of Shareholder
......................................
Signature of Shareholder if Shares held
in more than one name
(Please sign exactly as name or names
appear hereon. Full title of one
signing in representative capacity
should be clearly designated after
signature. If a corporation, please
sign in full corporate name by
President or other authorized
officer(s). If a partnership, please
sign in partnership name by authorized
person. If stock is in the name of two
or more persons, each should sign.
Joint owners should each sign. Names of
all joint holders should be written
even if signed by only one).
AMHOLD RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
ENVELOPE.
