<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
[X] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN INDUSTRIAL PROPERTIES REIT
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(Name of Registrant as Specified in Its Charter)
AMERICAN HOLDINGS, INC.
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11:*
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(4) Proposed maximum aggregate value of transaction:
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[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
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(2) Form, schedule or registration statement no.:
PREC 14A
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(3) Filing party:
AMERICAN HOLDINGS, INC.
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(4) Date filed:
10/11/94
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.
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OCTOBER 24, 1994
AMERICAN HOLDINGS, INC. ('AMHOLD')
IMPORTANT INFORMATION ABOUT
AMERICAN INDUSTRIAL PROPERTIES REIT (THE 'TRUST')
WOLCOTT, THROUGH THE LOOKING GLASS
When Charlie Wolcott looks into the mirror he sees the Trust as the fairest
of them all. We and other shareholders see a trust which has under-performed its
competitors by degrees of magnitude. An unrelated portfolio manager who invests
in real estate stocks on behalf of institutions said this about the Trust:
'BY ANY MEASURE (THE TRUST) RANKS UP THERE AS ONE OF
THE INDUSTRY'S BIGGER DISASTERS'.1
TWEEDLEDEE AND TWEEDLEDUM
Trust Managers William Bricker and Raymond Hay have a history of serving on
one another's boards and neither one is a stranger to business disasters like
the Trust. Hay served as a director when Bricker was losing more than $557
million at the helm of Diamond Shamrock and Bricker served as a director of LTV
when Hay, as CEO, was losing over $3 billion.
Here is how Bricker's stewardship of Diamond Shamrock was summed up in a
Business Week article in 1987 as Bricker stepped down as CEO:2
'. . . after launching the floundering company's third
major restructuring in less than three years . . . it
was time to explain how a once profitable chemical
company with a modest oil operation and a solid future
became a debt-ridden energy conglomerate with large,
persistent losses'.
Change the word 'chemical' to 'real estate' and the story about Diamond
Shamrock has a very familiar ring.
Prior to Bricker's departure from Diamond Shamrock:
'According to one insider, Bricker asked the bankers
to estimate how much his staying on would effect the
value of the deal. The banker told him the company
(Diamond Shamrock) would be worth more if he
resigned.2
IN OUR OPINION, THE TRUST SHARES WOULD ALSO BE WORTH MORE IF BRICKER LEFT,
SO LONG AS HE TOOK WOLCOTT AND HAY WITH HIM.
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1 'Shame on You, Charlie Wolcott', Realty Stock Review, (May 23, 1994).
Quotation made without permission.
2 Todd Mason Dallas and G. David Wallace, 'The Downfall of a CEO', Business
Week, (1987). Quotation made without permission.
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IT'S LATE, IT'S LATE, FOR A VERY IMPORTANT DATE
November 21, 1994 is a very important date for all of us. In our view, it
is the last chance to recoup the value of the Trust Shares. After the
shareholders defeated management's entrenchment proposal at the spring
shareholders meeting, we invited several entities to speak to Wolcott about
combining with the Trust, acquiring the Trust or investing in the Trust. He
rebuffed every approach. And that is why we seek control because we see no other
course. Wolcott promised you he would consider such alternatives. He did not.
As one veteran REIT buyer said 'IT LOOKS TO ME AS IF WHAT (WOLCOTT'S)
REALLY TRYING TO DO IS MAKE SURE CHARLIE WOLCOTT HAS THE BEST POSSIBLE DEAL FOR
HIM FOR AS LONG AS POSSIBLE.'1
Wolcott complains that we will be communicating with you about him and his
so-called 'new' management.
IF YOU STOP LYING ABOUT US, CHARLIE,
WE WILL STOP TELLING THE TRUTH ABOUT YOU.
IT IS A LIE that AmHold (or any affiliate) solicited proxies to gain
control of Computer Memories in a proxy fight!
IT IS A LIE that AmHold has never paid a dividend!
IT IS A LIE that AmHold sold NorthCorp at a loss! AmHold and its
shareholders made a 71% return on the investment and the return may grow
since the shareholders of AmHold still own 49% of NorthCorp.
IT IS A LIE that several courts have called the Koethers greenmailers and
it is a lie that the Delaware case to which Wolcott refers was ever
dismissed. Not only is the case alive and well but, in fact, the court
approved the Koethers as the class representative for their fellow
shareholders.
So, why does Wolcott resort to these libels? Simple. As one investment
advisor noted:
'Forget what Wolcott says. Everything he's done
from the staggered board to the poison pill he wanted
shareholders to approve screams that this is a guy who
intends to hang on for dear life'.1
As one periodical says, 'Shame on You, Charlie Wolcott'1. But if we
shareholders continue to support you, Shame on Us.
VOTE TO REMOVE THE CURRENT TRUST MANAGERS --
VOTE FOR THE AMHOLD NOMINEES
THE TRUST YOU SAVE MAY BE YOUR OWN
Very truly yours,
AMERICAN HOLDINGS, INC.
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AMERICAN INDUSTRIAL PROPERTIES REIT
ANNUAL MEETING
IMPORTANT VOTING INSTRUCTIONS
A VOTE AGAINST MANAGEMENT'S NOMINEES ON THE MANAGEMENT'S PROXY CARD DOES
NOT COUNT AS A VOTE TO REMOVE A TRUST MANAGER. TO VOTE TO REMOVE A TRUST MANAGER
OR TO VOTE FOR AMHOLD'S NOMINEES, YOU MUST VOTE ON AMHOLD'S BLUE PROXY CARD. A
PROXY CARD IS ENCLOSED.
If you have executed management's white proxy card before receiving this
letter, 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. 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) 755-5001
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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
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(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).
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[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
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(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
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Signature of Shareholder
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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.
