SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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)
June 30, 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.
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 6
<PAGE>
CUSIP No. 0267911030000
Page 2 of 6
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
American Holdings, Inc. 95-3419191<PAGE>
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
850,000
8 SHARED VOTING POWER
9 SOLE DISPOSITIVE POWER
850,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.366%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 6
This Amendment No. 5 (the "Amendment") relates to the Schedule 13D filed
on February 2, 1994, on behalf of American Holdings, Inc. ("AmHold") with
regard to the Shares of Beneficial Interest ("Shares") of American Industrial
Properties REIT (the "Trust" or "American Industrial"), a Texas real estate
investment trust. The capitalized terms used herein, unless otherwise defined,
shall have the same meaning as in the original Schedule 13D.
Item 3. Source and Amount of Funds or other Consideration.
Since the date of the last filing, AmHold has acquired an additional
93,500 Shares at an aggregate purchase price of $183,137.50, including any
brokerage commissions. AmHold utilized working capital for the purchase of
these Shares.
Item 4. Purpose of Transaction.
(a) As of the close of business on June 30, 1994, AmHold beneficially
owned 850,000 Shares representing 9.366% of the 9,075,000 Shares reported as
outstanding in the Trust's Form 10-Q for the three months ended March 31,
1994.
(b) The information presented in Items 7 through 10 of the cover sheet to
this Amendment is incorporated herein by reference.
(c) Exhibit C hereto sets forth the date and purchase price of all
transactions in Shares effected by AmHold in the sixty days preceding the
date of this Amendment and not previously reported. Unless otherwise
indicated, all Shares were purchased on the New York and Midwest Stock
Exchanges.
<PAGE.> Page 4 of 6
Item 7. Material to be filed as Exhibits.
Exhibit C Transactions in Shares effected in the past 60
days and not previously reported.
<PAGE>
Page 5 of 6
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: July 1, 1994
AMERICAN HOLDINGS, INC.
By: /s/ John W. Galuchie, Jr.
John W. Galuchie, Jr.
Executive Vice President
<PAGE>
Page 6 of 6
EXHIBIT C
Number of Price
Date Shares Purchased Per Share*
AmHold 04/28/94 800 1.75
04/28/94 4,100 1.75
04/29/94 400 1.75
05/11/94 800 1.75
05/13/94 600 1.75
05/17/94 1,800 1.75
05/26/94 2,500 1.875
05/27/94 900 1.875
06/01/94 11,600 2.00
06/01/94 20,000 2.00
06/08/94 2,100 2.00
06/09/94 1,200 2.00
06/10/94 8,700 2.00
06/13/94 2,400 2.00
06/16/94 2,100 2.00
06/17/94 1,000 2.00
06/17/94 8,500 2.00
06/21/94 200 1.875
06/21/94 5,300 1.875
06/22/94 11,700 1.875
06/22/94 1,800 1.875
06/30/94 5,000 1.75
*Exclusive of brokerage commissions.
