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________________________________________________________________________________
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
[x] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c)
or Section 240.14a-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 Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[x] $125 FEE PAID WITH FILING OF PRELIMINARY MATERIAL
[ ] $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 0-11.1
____________________________________________________________________________
(4) Proposed maximum aggregate value of transaction:
____________________________________________________________________________
__________
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
_________________________
[ ] 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:
____________________________________________________________________________
(2) Form, Schedule or Registration Statement No.:
____________________________________________________________________________
(3) Filing Party:
____________________________________________________________________________
(4) Date Filed:
____________________________________________________________________________
________________________________________________________________________________
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________________________________________________________________________________
MAY 2, 1994
AMERICAN INDUSTRIAL PROPERTIES REIT
ANNOUNCES NEW BORROWINGS OF $30,000,000
DEEPER IN DEBT
WOLCOTT IS MORTGAGING OUR FUTURE TO SAVE HIS OWN
We believe less than $10,000,000 of the proposed $30,000,000 of borrowings
will retire old debt which means that the Trust's debt burden will increase by
$20,000,000 to an aggregate of close to $80,000,000.
BAD NEWS FOR SHAREHOLDERS -- GOOD NEWS FOR MANAGEMENT
We believe that adding more debt to the Trust is bad news for
shareholders, but we understand why a management which owns only 18,000 Shares
would be, as Mr. Wolcott admitted, 'very pleased'. In our view, we, the
shareholders will bear all of the risk of the additional leverage; management's
compensation and bonuses won't be at risk.
WHAT NEW MANAGEMENT?
Mr. Wolcott has styled himself as new management but as we have said,
without contradiction from him, he has been an executive with American
Industrial every year since 1986 (except for 1992) and in each of the Wolcott
years American Industrial has sustained an operating loss.
COMBINE WITH A STRONGER ORGANIZATION
We believe that misplaced confidence in this management is not the only
alternative to a sale or liquidation. Numerous companies have expressed to us
their interest in exploring a combination with American Industrial on a
stock-for-stock basis.
THE FUTURE CAN STILL BE YOURS
If you vote against the Merger, we believe the choice for the future will
still belong to you. DON'T vote for the Merger which in our view will entrench
management and inhibit any change in control or potential stock combination or
sale.
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VOTE AGAINST THE MERGER!
Vote against the Merger on the BLUE PROXY enclosed. 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 AmHold (ii) filing with the Secretary of the Trust a
written revocation or (iii) attending and voting at the Meeting in person.
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. 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 PAUL O. KOETHER, OF AMERICAN HOLDINGS, INC., COLLECT AT (908) 766-7220, OR
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
(212) 742-1318
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AMERICAN INDUSTRIAL PROPERTIES REIT
THIS PROXY IS SOLICITED BY AMERICAN HOLDINGS, INC.
SPECIAL MEETING MAY 10, 1994
The undersigned hereby appoints PAUL O. KOETHER and JOHN W. GALUCHIE,
JR., or either of them, as Proxies, each with the power to appoint his
substitute, and hereby authorizes either of them to represent and to vote
all of the undersigned's Shares of Beneficial Interest in the Trust, held
of record on March 4, 1994, at the Special Meeting of Shareholders to be
held on May 10, 1994 or at any postponements or adjournments thereof, on
P the proposals below, as directed.
R
O This Proxy, when properly executed, will be voted in the manner
X described above. If no direction is made, this Proxy will be voted AGAINST
Y the first proposal and at the discretion of the Proxies with respect to the
second proposal. Please sign exactly as your name appears on your Share
certificate. When Shares are held in more than one name, all parties should
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give full title as such. If a corporation, please sign in
full corporate name by an authorized officer. If a partnership, please sign
in partnership name by an authorized person.
SEE REVERSE
SIDE
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X
Please mark your
votes as in this
example.
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
<S> <C> <C> <C> <C>
1. The adoption and approval of the merger agreement and the merger thereunder of [ ] [ ] [ ]
American Industrial Properties REIT (the 'Trust') with and into a Maryland
corporation which is a wholly-owned subsidiary of the Trust.
2. In their discretion, on such other matters as may properly come before the special [ ] [ ] [ ]
meeting or any postponements or adjournments thereof.
</TABLE>
<TABLE>
<S> <C> <C>
Signature of Shareholder Date
Signature if Shares held Date
in more than one name
PLEASE MARK, SIGN, DATE AND
RETURN THIS PROXY PROMPTLY IN
THE ENCLOSED ENVELOPE.
</TABLE>
