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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
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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FELLOW SHAREHOLDERS OF AMERICAN INDUSTRIAL PROPERTIES:
ARE YOU MAD AS HELL?
DON'T TAKE IT ANYMORE!
Consider the facts:
LOSSES every quarter
Dividends eliminated
Liabilities grow every quarter
Salaries, bonuses and Trust Manager fees are up
Stock price near the all-time low
IT'S TIME FOR A CHANGE!
THROW OUT WOLCOTT, BRICKER, HAY AND JENKINS
VOTE THE BLUE CARD
Very truly yours,
AMERICAN HOLDINGS, INC.
November 10, 1994
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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 AMERICAN HOLDINGS NOMINEES, YOU
MUST VOTE ON AMERICAN HOLDINGS'S BLUE PROXY CARD. A BLUE 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 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).
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[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
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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).
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 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
Print Name:
......................................
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.
