<PAGE>
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
(Amendment No. 3)
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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DEEPER IN DEBT
FELLOW SHAREHOLDERS OF AMERICAN INDUSTRIAL PROPERTIES (THE 'TRUST'):
<TABLE>
<S> <C>
CAUTION! DECEMBER IS COMING -- CAN WOLCOTT'S BONUS BE FAR BEHIND?
BEWARE! MORE DEBT WON'T GROW THE TRUST OR PAY SHAREHOLDER DIVIDENDS. IT JUST FUNDS PAST MISTAKES,
FUTURE BONUSES, INCREASED SALARIES AND TRUST MANAGERS FEES.
BE FAIR! AMERICAN HOLDINGS OWNS 870,000 TRUST SHARES. OUR NOMINEES WOULD NOT TAKE FEES, PAY
BONUSES OR INCREASE SALARIES UNTIL SHAREHOLDER DIVIDENDS ARE REINSTATED.
</TABLE>
VOODOO ECONOMICS
SHHH! ITS A SECRET.
Wolcott doesn't want you to know it, but the Trust lost money (over
$900,000) in the third quarter, just like it has since 1987. As Wolcott admits,
occupancy is almost at 100% yet the Trust still loses money, lots of money. It's
not the quality of the properties that's the problem -- IT'S THE OVERHEAD.
DON'T BE FOOLED -- the Trust has already lost over $3,300,000 in 1994 and
has to borrow money to pay interest on its debts. This may be progress in
Wolcott's fantasy world where bonuses grow as LOSSES persist but in the real
world, the shareholders world, dividends disappear as LOSSES continue to mount!
THIS MAN SHOULD RUN FOR CONGRESS!
HOW DOES A TRUST WHICH MUST BORROW MONEY TO PAY INTEREST ON ITS DEBTS HAVE
POSITIVE CASH FLOW AS WOLCOTT CLAIMS? IT'S SIMPLE IF YOU'RE CHARLIE WOLCOTT. YOU
JUST DON'T PAY YOUR BILLS.
THE GHOST OF KIDDER, PEABODY PAST
Last spring, when shareholders were considering his management entrenchment
scheme, Wolcott boasted that Kidder, Peabody had agreed to arrange a financing
of $30 million which Wolcott said supported his recapitalization strategy. But,
according to one periodical:
'A senior executive of Kidder said NOTHING COULD BE FURTHER FROM THE
TRUTH.'(1)
Now when shareholders are ready to throw him out, Wolcott again announces a
financing. He says it's to grow the Trust. We say NOTHING COULD BE FURTHER FROM
THE TRUTH. He knows more debt can only further expose shareholders' equity. But
what does he care -- he only owns 0.6% of the outstanding shares. We
shareholders own the other 99.4%. It is our investment that's at risk -- not his
salary and bonuses.
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(1) 'Shame on You, Charlie Wolcott', Realty Stock Review, (May 23, 1994).
Quotation made without permission.
<PAGE>
WHO TELLS THE TRUTH? NOT WOLCOTT!
Compare what Wolcott tells you in his letters with what he tells the
Securities and Exchange Commission ('SEC') in the Trust's Form 10-Q filed on
October 28, 1994. (Ask him for a copy.)
Wolcott tells you about positive cash flow from operations -- but he
tells the SEC the AMRESCO financing is necessary because without it
the Trust cannot pay its bills when due and may have to seek
bankruptcy protection.
Wolcott tells you that the AMRESCO financing will provide interest
rate savings -- but he tells the SEC that the financing will
negatively impact funds from operations.
Wolcott only tells you about so-called increasing net income from
operations for 1994 -- but he tells the SEC the Trust had a Net Loss
of $3,371,000.
Wolcott tells you that funds from operations ('FFO') are positive
and reflect improved performance -- but he tells the SEC that FFO
should not be considered an alternative to net income (or in the
case of the Trust -- NET LOSSES) as an indication of operating
performance ...
YOU DON'T TELL THE TRUTH, WOLCOTT, BUT IT'S THE SHAREHOLDERS WHO WILL
SUFFER THE CONSEQUENCES.
YES PLEASE, YOU BE THE JUDGE ABOUT TRUTH
<TABLE>
<CAPTION>
WE SAID HE SAID
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<S> <C>
We said Wolcott lied that American Holdings never He now lies again by quoting an old Form 10-K.
paid a dividend. American Holdings paid a dividend on July 11, 1994.
The same Form 10-Q of American Holdings which he
allegedly used to calculate the NorthCorp
investment says ... 'The (American Holdings) Board
of Directors declared the dividend on June 24,
1994...' Also, look at the NASDAQ National Market
listing in Barrons or Investor's Daily under AMHLDG
or AMER HLDGS.
We said Wolcott lied that American Holdings sold The Form 10-Q he cites only reflects the price
NorthCorp for less than its purchase price. American Holdings received for half of NorthCorp
American Holdings and its shareholders earned a 71% after withdrawing from NorthCorp $4,867,000 in
return. dividends and other payments.
We said Wolcott lied that we engaged Computer Now he admits that all we did was acquire 'a
Memories in a proxy fight. substantial block of stock with the proxy to vote
the shares at the (Computer Memories) meeting.'
</TABLE>
Wolcott backed off his claim that several courts called the Koethers
greenmailers. As we stated before, the Delaware case he refers to (which he
previously said was dismissed) is ongoing and the court he quotes has now
appointed the Koethers as class representative for their fellow shareholders, a
position of trust.
THE TRUTH IS that the trust shares have declined from a high of $15 to a
low of $1 1/2 (a 90% loss to shareholders) and even during the recent quarters
when Wolcott claims the Trust is earning money (NOT!) the value of the Shares
have continued to decline.
<PAGE>
A PICTURE IS WORTH A THOUSAND WORDS
Almost every shareholder has lost a lot of money on their Trust
Shares -- except Wolcott, Hay and Bricker: Hay and Bricker, because they own
hardly any and Wolcott because he bought most of his shares recently at the
current all-time low prices. Since last November (1993), the value of the Trust
Shares has dropped in half.
THE SHAREHOLDERS REAL WORLD GRAPH
[GRAPH]
THIS PICTURE SPEAKS VOLUMES ABOUT WOLCOTT'S PERFORMANCE AT THE TRUST WHERE HE
HAS BEEN AN EXECUTIVE EVERY YEAR SINCE 1986, EXCEPT 1992. THE ONLY PROGRESS WE
SEE IS DOWN.
IT'S TIME FOR A CHANGE
You have asked what we will do if elected. We cannot give all the answers
until we see all the facts, including updated property appraisals which these
Trust Managers denied all of us when they changed the By-laws. But we can
promise to reduce overhead and to consider all alternatives, not just those that
entrench management. Remember what one veteran REIT buyer said about Wolcott:
'It looks to me as if what he's really trying to do is make sure
Charlie Wolcott has the best possible deal for him as long as possible.'(1)
WE HAVE 870,000 REASONS TO INCREASE THE VALUE OF THE TRUST SHARES.
REMOVE THE CURRENT TRUSTEES -- ELECT OUR NOMINEES
VOTE THE BLUE CARD
Very truly yours,
AMERICAN HOLDINGS, INC.
November 4, 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
APPENDIX A
GRAPH APPEARING ON PAGE THREE OF LETTER TO SHAREHOLDERS.
Line graph depicting price per share from 1986 to the present. The graph
shows the dramatic decline in the per share price from approximately $15 in 1986
to the current market price of approximately $1.375.
<PAGE>
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).
<PAGE>
[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 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.
