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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
[ X ] Definitive additional materials
[ ] 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: 1
________________________________________________________________________________
(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 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
________________________________________________________________________________
1 SET FORTH THE AMOUNT ON WHICH THE FILING FEE IS CALCULATED AND STATE HOW IT
WAS DETERMINED.
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AMERICAN HOLDINGS, INC.
376 MAIN STREET, P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
(908) 234-9220
(CALL COLLECT)
Dear Shareholder:
On behalf of American Holdings, Inc., I thank you for sending in your proxy
for the Annual Meeting of Shareholders of American Industrial Properties REIT to
be held on November 21, 1994.
To avoid any possible dispute as to the validity of your proxy for the
reason(s) stated below, we are requesting you to date, sign and mail the
enclosed new BLUE proxy with the correction indicated below. The enclosed new
BLUE proxy, which automatically revokes any previous proxy, should be returned
to us in the postage paid envelope provided for your convenience.
[ ] YOUR PREVIOUS PROXY WAS UNSIGNED. (If signing as attorney, executor,
administrator, personal representative of the estate, corporate
officer, partner, trustee, custodian or guardian, please sign and give
your full title as such.)
[ ] YOUR PREVIOUS PROXY WAS UNDATED. (Please sign and date to conform to
the name shown on the proxy.)
[ ] YOUR PREVIOUS PROXY WAS NOT SIGNED BY ALL JOINT OWNERS OR TRUSTEES. (If
shares are registered in the name of more than one person, each person
should sign the proxy. If a joint tenant is deceased, please indicate
that you are the surviving joint owner. If a tenant-in-common is
deceased, the proxy should also be signed by the executor or
administrator of the deceased tenant-in-common, and a copy of proof of
such person's status as executor or administrator should be sent with
the proxy.)
[ ] YOUR PREVIOUS PROXY OMITTED YOUR TITLE OR AUTHORITY. (If signing as
attorney, executor, administrator, personal representative of the
estate, corporate officer, partner, trustee, custodian or guardian,
please sign and give your full title as such.)
[ ] YOUR PREVIOUS PROXY, AS SIGNED, DID NOT CONFORM TO THE NAME SHOWN ON
THE PROXY. (Please date and sign the proxy EXACTLY as the registration
appears on the proxy card, including your full title if signing other
than in an individual capacity.)
[ ] YOUR PREVIOUS PROXY, AS MARKED, DID NOT CLEARLY SPECIFY YOUR VOTING
INSTRUCTIONS. (Please sign, date and clearly mark your proxy.)
[ ] OTHER._________________________________________________________________
_______________________________________________________________________
Since the Annual Meeting is to be held on November 21, 1994, we would
greatly appreciate your signing, dating and mailing this new BLUE proxy as soon
as possible. Please mail it in the envelope provided for your convenience.
Sincerely,
AMERICAN HOLDINGS, INC.
John W. Galuchie, Jr.
Executive Vice President
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AMERICAN HOLDINGS, INC.
376 MAIN STREET, P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
(908) 234-9220
(CALL COLLECT)
DATE
Dear :
It was good to speak with you yesterday. Enclosed are all the materials
which were erroneously sent to your old address.
We sure would appreciate your support. If you agree with our position,
please return the signed BLUE proxy card in the postage paid, self-addressed
envelope which we have enclosed for your convenience.
If you have any questions, please call me collect at the number indicated
above.
Sincerely yours,
AMERICAN HOLDINGS, INC.
Enclosures
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AMERICAN HOLDINGS, INC.
376 MAIN STREET, P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
(908) 234-9220
(CALL COLLECT)
Date
Dear :
Thank you for your telephone call yesterday. As requested, enclosed is a
complete set of materials regarding American Industrial Properties REIT.
If you have any questions, please call me collect at the number indicated
above.
Sincerely yours,
AMERICAN HOLDINGS, INC.
Enclosures
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AMERICAN HOLDINGS, INC.
376 MAIN STREET, P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
(908) 234-9220
(CALL COLLECT)
Date
Dear :
Pursuant to your request, please find enclosed our BLUE proxy card to be
signed and returned in the self-addressed envelope provided.
If you should have any further questions, please do not hesitate to call
collect at the number listed above.
Sincerely yours,
AMERICAN HOLDINGS, INC.
Enclosures
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AMERICAN HOLDINGS, INC.
376 MAIN STREET, P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
(908) 234-9220
(CALL COLLECT)
Date
Dear :
In the past few days American Holdings, Inc. mailed materials to all
shareholders of American Industrial Properties REIT.
I have tried to reach you on the telephone without success. I would very
much like to discuss these materials with you. I would appreciate it if you
would call me collect at the number listed above.
Sincerely yours,
AMERICAN HOLDINGS, INC.
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AMERICAN HOLDINGS, INC.
376 MAIN STREET, P.O. BOX 74
BEDMINSTER, NEW JERSEY 07921
(908) 234-9220
(CALL COLLECT)
Date
Dear :
We understand that you are supporting the management of American Industrial
Properties REIT in the current proxy contest. American Holdings, Inc. would like
an opportunity to discuss with you the proxy materials you received from us and
our position as contained in those materials. We may not be able to change your
mind, but at least we will have had a chance to talk things over with you.
I would appreciate it if you would call me collect at the number listed
above. Thank you in advance for your time and consideration.
Sincerely yours,
AMERICAN HOLDINGS, INC.
