<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
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN INDUSTRIES 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-(j)(2).
[X] $500 per each party to the controversy pursuant toExchange 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 0-22:
<F1>
(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
<F1>
Set forth the amount on which the filing fee is calculated and state how
it was determined.
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AMERICAN HOLDINGS, INC. ("AmHold")
Dear Fellow Shareholders:
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 under
stand 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?
Assuming that on December 31, 1933 an investment of $100 was made
in the Shares and in the Standard and Poor's ("S&P") 500 Index
and in the NAREIT Equity (REIT) Index and also assuming the
reinvestment of dividends, 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
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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 tomeet 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 were 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 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.
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.
I M P O R T A N T
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 our proposal on a blue proxy 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) 755-5000
<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 ___, 1994, in connection with the annual meeting being held by
American Industrial Properties REIT 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 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 and information about the Trust's officers
and Trust Managers, including compensation.
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.
Even if you have executed management's white card, you can change your vote
by signing, dating and returning the enclosed blue 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 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, 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.
ELECTION OF TRUST MANAGERS
Three Trust Managers will be elected at the Annual Meeting. 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,
<PAGE>
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.
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 is a director of the Houston branch of the Federal Reserve Bank of
Dallas. 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.
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.
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, 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.
<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.
REQUIRED VOTE AND MANNER OF VOTING
Remember, in order to remove the current Trustees one-half of the
outstanding shares need to vote in favor. To elect our nominees 66-2/3% of
the outstanding Trust Shares need to vote in favor. 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.
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 $4,000 payable to Beacon Hill Partners, Inc.
Very truly yours,
AMERICAN HOLDINGS, INC.
<PAGE>
I M P O R T A N T
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 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) 755-5000
<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, holds 870,000 Trust Shares
or approximately 9.6% of the total Trust Shares outstanding.
DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN HOLDINGS, INC.
Percentage of direct
or indirect ownership of
voting securities of
Name of Person Position and Office Presently Held American Holdings, Inc.
Paul O. Koether Chairman and President 36.04%(1)
John W. Galuchie, Jr. Executive Vice President,
Treasurer and Director 28.94%(1)
Richard M. Bossert Director *
Alfredo Mena Director *
William Mahomes, Jr. Director *
Mark W. Jaindl Senior Vice President 1.64%
Mark Koscinski Vice President *
__________________
* Less than 1%.
(1)Includes 27.80% 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.
<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 INDUSTRIAL PROPERTIES REIT(THE "TRUST")
ANNUAL MEETING TO BE HELD - 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 Company 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).
2. For Election of AmHold Nominees
[ ] FOR each nominee listed (except as marked to the contrary)
[ ] WITHHOLD AUTHORITY to elect nominees listed
Paul O. Koether, Tieman H. Dippel
(Instruction: To withhold authority to vote for any individual nominee, write
that nominee's name in the space provided above).
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Shareholders and Proxy Statement for the November 21, 1994 meeting.
Dated: _______________, 1994
______________________________________ (L.S.)
Signature of Shareholder
Print Name:
_______________________________________ (L.S.)
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.
