AMERICAN HOLDINGS INC /DE/
DEFC14A, 1994-10-18
NON-OPERATING ESTABLISHMENTS
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<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. )
 
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 is 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 takes no
position relative  to Ernst  & Young.  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, 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').
- ------------------
 
      *  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>
                                       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 dismal and has brought the Trust to the brink of
bankruptcy.  We urge you to  vote yes on 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:
 
                                       2
 
<PAGE>
     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, 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,  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.
 
                                       3
 
<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, abstain from voting  on 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
 
                                       4
 
<PAGE>
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.
 
                              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.
 
                                       5
 
<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
 
                                       6
 
<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 has no agreements with  the Trust or any  of its nominees except  as
expressed  in the Proxy Statement. 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
                                                                indirect ownership
                                                               voting securities of
  Name of Person        Position and 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,
  376 Main Street       Treasurer and Director                        29.0%(1)
  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.

                                       7
<PAGE>
        PURCHASES AND SALES OF TRUST SHARES BY AMHOLD
<TABLE>
<CAPTION>
                          Number of                          Number of    Sales
Dates          Number of  Shares     Price Range   Number of  Shares      Price
Purchased      Purchases  Purchased   Per Share     Sales      Sold     Per Share
- ---------      ---------  ---------  -----------   --------  ---------  ---------
<S>            <C>        <C>        <C>           <C>       <C>        <C>
Quarter ended
12/31/93         15        278,200   $2.00 -$2.125       1     1,200    $2.125

Quarter ended
 3/31/94         55        381,600   $2.125-$2.375       -         -         -

Quarter ended  
 6/30/94         33        190,200   $1.75 -$2.00        -         -         -

 9/30/94          1          5,000   $1.375              -         -         -

10/03/94          1          2,000   $1.375              -         -         -

10/03/94          1            200   $1.375              -         -         -

10/04/94          1          2,100   $1.375              -         -         -

10/05/94          1          3,800   $1.375              -         -         -

10/06/94          1          6,900   $1.375              -         -         -
</TABLE>
                                       8
<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:
 
                              [SEE GRAPH ATTACHED]
 
 
                              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. Current management has lost sight of the fact that
you have thwarted management's prior attempts to increase their power and secure
their  jobs. The time has come to  remind management that you, the Shareholders,
are the owners of the Trust and  that management must act in the best  interests
of the owners and not themselves.
 
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.  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.
 
                                          Very truly yours,
 
                                          AMERICAN HOLDINGS, INC.
 
<PAGE>
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 AND FOR THE  ELECTION
OF ALL OF AMHOLD'S NOMINEES FOR TRUST MANAGER NAMED BELOW.
 
     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.
 
          (Continued, and to be signed and dated on the reverse side).
 
<PAGE>
                                   [REVERSE]
 
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).
 
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 and Kenneth 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
                                          Print Name:
 
                                          ......................................
                                          Signature of Shareholder
                                          Print 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.


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