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________________________________________________________________________________
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to SS240.14a-11(c) or SS240.14a-12
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AMERICAN INDUSTRIAL PROPERTIES REIT
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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AMERICAN HOLDINGS, INC.
(NAME OF PERSON(S) FILING PROXY STATEMENT)
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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.
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(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:
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1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
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[ ] 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.
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(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
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APRIL 21, 1994
FELLOW SHAREHOLDERS OF
AMERICAN INDUSTRIAL PROPERTIES REIT (THE 'TRUST')
VOTE AGAINST THE MERGER!
MANAGEMENT OWNS FEW SHARES
American Holdings, Inc. ('AmHold') owns over 720,000 Trust Shares. Mr.
Wolcott owns only 15,500. We ask you, how much confidence does this show in his
alleged growth plan for the Trust? This disparity in ownership, in our view,
adds up to over 700,000 reasons to believe that AmHold shares your interests
more than Mr. Wolcott does. In 1993, the Trust cancelled the dividend for
shareholders but gave Mr. Wolcott a $50,000 bonus. Not a bad return on his
15,500 shares.
LONG SUFFERING SHAREHOLDERS
Mr. Wolcott says that AmHold's interests are different from 'long standing
shareholders'. We call shareholders who have seen share prices drop in the
market from $15.00 per share in 1985 to a low of $1.625 per share in 1994 not
only long standing but long suffering.
We are like any other Trust Shareholder -- we seek a reasonable return for
our investment. We believe that the dilution from any proposed recapitalization
will wipe out any potential for increasing stock values for us and other current
shareholders no matter how long all of us hold the Shares.
VERY LOW PRICES
Mr. Wolcott disparages AmHold for purchasing Trust Shares at 'very low
prices'. But aren't these the same very low prices at which he is willing to
sell Shares to new equity investors who according to him cannot invest in 'low
value stock' like American Industrial?
LOW VALUE STOCKS
Mr. Wolcott describes American Industrial as a 'low value stock' and he
should know. As an executive officer of the Trust for every year since 1986
(except 1992) he has seen the market price drop from a high of $15.375 per share
in 1986 to a low in 1994 of $1.625 per share. We believe that artificially
increasing the stock price by a reverse stock split will mean raising new equity
on terms that are unfavorable to current shareholders and causing pre-split
shares to remain 'low value stock'. Mr. Wolcott claims that he has been working
hard to recapitalize the Trust. We ask him to disclose to shareholders the terms
that have been discussed and the terms that management is willing to consider.
WE BELIEVE THAT THE PROPOSED RECAPITALIZATION IS NOT A PRESCRIPTION FOR GROWTH
BUT A COVER-UP OF PAST LOSSES.
THE COVER UP
In a letter dated March 31, 1994, we asked the Trust to provide
shareholders with the year-end summary report of appraised values of its
properties as required by the Trust's By-laws. The Trust responded on April 4,
1994 by amending the By-laws to delete the requirement for such appraisals
effective January 1, 1994. In our opinion, the appraisals are a valuable tool
for shareholders to assess
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the potential for growth and the basis for any future financing. We believe the
report was deleted because it would expose the folly of the alleged plan for
growth.
WHAT PLAN?
We have reviewed all the materials sent by management to shareholders
announcing the alleged plan for growth. What plan? Nothing concrete has been
offered. How much money will be raised? On what terms? What kind of properties
will be acquired? And from whom? We believe management has tried to disassociate
itself from the past and to pose as new management.
WHAT NEW MANAGEMENT?
We asked before and we ask again. What new management? Two of the proposed
directors have been with the Trust for most of its history -- Mr. Bricker since
1985 and Mr. Wolcott since 1986 (except for 1992). Mr. Wolcott has served the
Trust as an executive officer in every year since 1986 except 1992. During the
Wolcott years, book value per share has dropped from $12.15 to $3.18 and market
value has dropped from a high of $15.375 per share in 1986 to a low of $1.625
per share in 1994.
VOTE AGAINST THE MERGER!
Vote against the Merger on the BLUE PROXY card enclosed. Remember, AmHold
does not seek control. It seeks your vote only to defeat a proposal we believe
does not serve any shareholder interest.
If you have executed management's white proxy card, 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 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.
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<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>
