SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
American Industrial Properties REIT
(Name of Issuer)
Shares of Beneficial Ownership
(Title of Class of Securities)
026791103000
(CUSIP Number)
Rosenman & Colin
Natalie I. Koether, Esq.
56 Pennbrook Road, Far Hills, New Jersey 07931 (908) 766-4101
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 12, 1994
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-1
(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the
statement. (A fee is not required only if the reporting person:
(1) has a previous statement on file reporting beneficial
ownership of more than five percent of the class of securities
described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of
such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a)
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
<PAGE>
The information required on the remainder of this cover shall not
be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 ("Act") or otherwise subject to
the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
(Continued on following page(s))
Page 1 of 15 Pages
<PAGE>
CUSIP No. 0267911030000 Page 2 of 15
1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON
American Holdings, Inc. 95-3419191
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)
(b) X
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e)
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7. SOLE VOTING POWER
659,800
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
659,800
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
659,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.27%
14. TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This Schedule 13D ("Schedule") relates to the Shares of
Beneficial Interest ("Shares") of American Industrial Properties
REIT (the "Company" or "American Industrial") owned by American
Holdings, Inc. ("AmHold"). The Company, a corporation
organizedunder the laws of the state of Texas, has its principal
executive offices located at 6220 North Beltline Road, Suite 205,
Irving, Texas 75063-2656.
Item 2. Identity and Background.
(a), (b) and (c) AmHold is engaged in the management and
disposition of real estate related assets through its wholly
owned subsidiary NorthCorp Realty Advisors, Inc. ("NorthCorp"), a
Delaware corporation. NorthCorp's principal customers have
been the Resolution Trust Corporation and the Federal
Deposit Insurance Corporation. AmHold's principal executive
office is located at 376 Main Street, Bedminster, New Jersey
07921, and NorthCorp's principal executive office is located at
8080 Park Lane, Suite 700, Dallas, Texas 75231.
Sun Equities Corporation ("Sun"), a closely-held
Delaware corporation, owns approximately 27% of
AmHold'soutstanding Common Stock and may be deemed a controlling
person of AmHold, as such term is defined in the regulations
promulgated under the Securities Exchange Act of 1934. (See
Exhibits A and B for information, including addresses and
principal businesses or occupations, of the executive officers
and directors of AmHold and Sun, respectively.)
(d) During the past five years, none of AmHold, Sun, or
any of the persons listed on Exhibits A and B has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the past five years, none of AmHold, Sun, or
any of the persons listed on Exhibits A and B has been a party to
a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of which was subject to
ajudgment, decree or final order enjoining future violations
of,or prohibiting or mandating activities subject to, federal or
state securities laws or finding any violation with respect to
such laws.
(f) AmHold and Sun are Delaware corporations.
Item 3. Source and Amount of Funds or Other Consideration.
As of the filing date, AmHold owned 659,800 Shares acquired
at an aggregate purchase price of $1,429,317.33, including
brokerage commissions. The purchase was funded with
AmHold'sworking capital.
<PAGE>
Item 4. Purpose of Transaction.
AmHold has acquired the Shares for capital appreciation.
AmHold currently intends to acquire additional Shares from timeto
time in open market or private transactions but, depending
onfuture developments relating to general economic conditions
oralternative investment opportunities, may also determine
fromtime to time, or at any time, to sell or otherwise dispose
ofsome or all of its Shares.
On March 1, 1994, the Company announced that it would
effect a one-for-five reverse stock split by merging with a
newly organized Maryland corporation ("Merger"). The Merger
will significantly change the rights of shareholders and at the
same time increase the number of authorized common shares
five-fold and authorize a new class of preferred stock, which may
result infuture dilution to existing shareholders. According to
a preliminary filing with the Securities and Exchange
Commission,the Articles of Incorporation and By-laws of the
successor corporation in the Merger would contain multifarious
anti-takeover provisions and management entrenchment schemes.
Further it appears that management will receive options to
acquire Shares which represent approximately 10% of the Shares
initially outstanding after the Merger. AmHold does not believe
that the Merger in its present form would be in the best
interests of American Industrial Shareholders and is considering
the possibility of soliciting proxies in opposition to the
Merger proposal. In this connection, AmHold has requested a copy
of the Company's shareholder list. A copy of the request is
attached as Exhibit D.
The Company has filed a Form 8-K Current Report dated
February 15, 1994 disclosing that its Trustees have amendedthe
Company's By-Laws to add anti-takeover provisions which have the
effect of denying voting, dividend and other rights to any
person owning in excess of 9.8% of the outstanding shares of
the Company. AmHold believes that these By-Law provisions were
not validly adopted and are illegal, and is considering
challenging them.
AmHold has determined to solicit proxies and
otherwise communicate with the shareholders of the Company
regarding the proposal to merge the Company into American
Industrial Properties REIT, Inc., a Maryland corporation
("AIPR-Maryland"), which is to be voted upon at a special meeting
of the shareholders currently scheduled to be held in May 1994.
AmHold has sent a letter recommending that the management
ofthe Company withdraw the proposal to merge the Company into
AIPR-Maryland and auction the Company to the highest bidder.
AmHold would agree not to participate in the auction. A copy of
the letter is attached as Exhibit E.
<PAGE>
Except as otherwise indicated herein, AmHold has no plans or
proposals which relate to or would result in any of the actionsor
matters referred to in the text of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on April 12, 1994,
AmHold beneficially owned 659,800 Shares representing 7.27% of
the 9,075,400 Shares reported as outstanding in the Company's
Form 10-K for the year ended December 31, 1993.
(b) The information presented in Items 7 through 10 of the
cover sheet to this Schedule 13D is incorporated herein by
reference.
(c) Exhibit C of the Schedule sets forth the date and
purchase or sale price of all transactions in Shares effected by
AmHold in the sixty days preceding the date of this Statement.
Unless otherwise indicated, all Shares were purchased or sold on
the New York Stock Exchange.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the
Issuer.
None.
Item 7. Material to be Filed as Exhibits.
Exhibit A - Executive Officers and Directors of American
Holdings, Inc.
Exhibit B - Executive Officers and Directors of Sun
Equities Corporation
Exhibit C - Transactions in Shares effected in the past
60 days
Exhibit D - Request for shareholder list
Exhibit E - Letter to the management of the Company
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in this
statement is true, complete and correct.
Dated: April 12, 1994
AMERICAN HOLDINGS,INC.
By: /s/ John W. Galuchie, Jr.
John W. Galuchie, Jr.
Executive Vice President
<PAGE>
EXHIBIT A
AMHOLD
Executive Officers and Directors*
Name and Business Address Present Position(s) with Address
Paul O. Koether Chairman, President and Director
56 Pennbrook Road of AmHold and Sun
Far Hills, NJ 07931
("56 Pennbrook")
Chairman and Director of NorthCorp
Chairman, President and Director
of Kent Financial Services, Inc.
("Kent")
376 Main Street
Bedminster, New Jersey 07921
("376 Main")
(owns all of the outstanding
common stock of T. R. Winston &
Company, Inc. ("TRW"), a
securities broker-dealer, and
Asset Value Management, Inc., the
general partner of Asset
Value Fund Limited Partnership,
an investment partnership which,
through a wholly-owned
subsidiary,owns approximately 58%
of the stock of American Metals
Service, Inc.,("AmericanMetals"),
376 Main,currently a
non-operating company)
Registered representative of TRW
and various executive capacities
with Kent's other affiliated
companies.
General Partner
Shamrock Associates
56 Pennbrook
(investment limited partnership,
which owns approximately 38
percent of Kent's outstanding
common stock)
<PAGE>
John W. Galuchie, Jr. Executive Vice President and
376 Main Street Director of AmHold and Sun
Bedminster, NJ 07921
Assistant Secretary and Director
NorthCorp
Vice President, and Treasurer of
Kent
Registered representative with
TRW and various executive
capacities with other affiliates
of Kent
Treasurer, Principal Executive
Officer and Director of Edudata
Corporation
376 Main
(majority-owned subsidiary of
Sun engaged in redeploying its
assets)
Richard M. Bossert Director of AmHold
376 Main Street
Bedminster, NJ 07921
President and Chief Operating
Officer Sawyert Corporation
P. O. Box 209
Bedminster, NJ 07921
(industrial and commercial site
construction and development)
Alfredo Mena Director of AmHold
376 Main Street
Bedminster, NJ 07921
President of CIA. Salvadorena
de Inversiones, S.A. de C.V.
El Salvador (coffee growing,
processing and exporting)
Mark Koscinski Vice President of AmHold and Sun
376 Main Street
Bedminster, NJ 07921
Vice President of Kent and various
other executive positions with
affiliates of Kent
<PAGE>
Mark W. Jaindl Senior Vice President of AmHold and
376 Main Street a director of NorthCorp
Bedminster, NJ 07921
Vice President, Secretary and
Director of American Metals
Tacie J. Fox Senior Vice President of AmHold
2300 North Street, N.W.
Suite 600
Washington, D.C. 20037
William Mahomes, Jr., Esq. Director of AmHold
4500 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
Attorney
Baker & McKenzie
4500 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
*All executive officers and directors are citizens of the United
States except Alfredo Mena who is a citizen of El Salvador.
<PAGE>
EXHIBIT B
SUN EQUITIES CORPORATION
Executive Officers and Directors
Position with
Name and Address Principal Occupation the Company
Lloyd H. Klatzkin(2) Lloyd H. Klatzkin, CPA, P.C. Vice President
1790 Yardley Langhorne 1790 Yardley Langhorne and Director
Road, Suite 211 Road, Suite 211
Yardley, PA 19067 Yardley, PA 19067
(Certified Public Accountant)
Paul O. Koether(1)
56 Pennbrook Road
Far Hills, NJ 07931
John W. Galuchie, Jr.(1)
376 Main Street
Bedminster, NJ 07921
Mark Koscinski(1)
376 Main Street
Bedminster, NJ 07921
(1) See Exhibit A for information about Messrs. Koether,
Galuchie and Koscinski.
(2) Mr. Klatzkin is a citizen of the United States.
<PAGE>
EXHIBIT C
Number of Price
Date Shares Purchased Per Share*
AMHOLD 12/15/93 17,300 2.00
12/16/93 9,000 2.00
12/16/93 87,600 2.00
12/21/93 33,300 2.125
12/22/93 1,000 2.125
12/22/93 8,000 2.00
12/23/93 17,700 2.125
12/27/93 5,800 2.125
12/28/93 28,400 2.125
12/28/93 1,100 2.125
12/29/93 700 2.125
12/29/93 22,900 2.125
12/30/93 1,000 2.125
12/30/93 22,500 2.125
12/31/93 21,900 2.125
01/03/94 23,600 2.125
01/03/94 2,000 2.125
01/04/94 500 2.125
01/04/94 3,600 2.125
01/05/94 1,200 2.125
01/06/94 26,300 2.125
01/07/94 5,800 2.125
01/07/94 500 2.125
01/10/94 1,200 2.125
01/11/94 7,000 2.125
01/13/94 100 2.125
01/14/94 800 2.125
01/18/94 500 2.125
01/19/94 300 2.125
01/19/94 8,000 2.125
01/20/94 1,000 2.125
01/21/94 100 2.125
01/24/94 27,700 2.125
01/25/94 700 2.125
01/26/94 29,600 2.125
01/27/94 700 2.125
01/27/94 27,100 2.125
01/27/94 6,300 2.125
01/27/94 2,000 2.125
02/02/94 1,100 2.125
02/02/94 2,400 2.125
02/02/94 3,000 2.25
02/02/94 14,000 2.25
02/07/94 10,000 2.125
02/08/94 17,000 2.25
<PAGE>
EXHIBIT C (cont'd.)
Number of Price
Date Shares Purchased Per Share*
02/10/94 3,400 2.25
02/10/94 19,200 2.375
02/11/94 20,000 2.375
02/14/94 100 2.25
02/14/94 16,800 2.375
02/23/94 2,700 2.25
02/24/94 6,500 2.25
02/25/94 4,500 2.25
02/28/94 1,700 2.25
03/03/94 500 2.25
03/03/94 10,000 2.25
03/07/94 15,000 2.25
03/07/94 5,500 2.25
03/07/94 2,000 2.25
03/08/94 9,400 2.25
03/09/94 400 2.25
03/11/94 2,900 2.25
03/14/94 1,400 2.25
03/15/94 2,000 2.25
03/15/94 500 2.25
03/16/94 5,900 2.25
03/16/94 13,500 2.25
03/23/94 4,200 2.125
03/24/94 1,000 2.125
03/25/94 9,600 2.125
Number of Price
Date Shares Purchased Per Share*
Amhold 12/17/93 1,200 2.125
*Exclusive of brokerage commission, if any.
<PAGE>
EXHIBIT E
AMERICAN HOLDINGS, INC.
376 MAIN STREET
P.O. BOX 74
(908) 234-9220
(908) 234-9355 (FAX)
April 11, 1994
VIA FAX and FEDERAL EXPRESS
The Trust Managers
(Messrs. W.H. Bricker, George P. Jenkins
and Charles W. Wolcott)
American Industrial Properties REIT
Suite 205
6220 North Beltline
Irving, Texas 75063
Gentlemen:
We previously urged you to withdraw the Merger Proposal
and to cease wasting the Trust's assets in an endeavor we
believed was bound to fail. After speaking to shareholders for a
week, we are more convinced than ever that the proposed Merger
will be overwhelmingly defeated. Shareholders are voting against
the Merger but unfortunately for them, so is the market. After
seeing "the Trust's Plans for Growth", the market plunged to a
new twelve-month low closing price of $1.625 per share on Friday,
April 8, 1994.
In the interest of all shareholders, we again urge you to
abandon the Merger Proposal. Under the Merger scheme,
shareholders will suffer while management will prosper.
As an alternative, we recommend that the Trust be sold in
an auction to the highest bidder. To avoid any suggestion of
self-interest, we agree not to bid. All we want is the same
consideration due any other shareholder.
Sincerely yours,
/s/ Paul O. Koether
Paul O. Koether
Chairman
