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):
[ X ] $125 per Exchange Act Rule 0-11(c)(1)(ii),
14a-6(i)(1), or 14a-6(j)(2).*
[ ] $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:
[ ] 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:
___________________
1Set forth the amount on which the filing fee is calculated and
state how it was determined.
*Previously paid in connection with the filing of preliminary
proxy materials on March 17, 1994.
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April 26, 1994
Dear Fellow Shareholders of
American Industrial Properties REIT:
In response to inquiries from shareholders, American Holdings, Inc. has
disclosed that it will not sell its trust shares to American Industrial
Properties REIT or any of its affiliates except in a transaction which
includes all shareholders.
Sincerely yours,
Paul O. Koether
Chairman
