SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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 26, 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 6 Pages
<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
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
756,500
8. SHARED VOTING POWER
9. SOLE DISPOSITIVE POWER
756,500
10. SHARED DISPOSITIVE POWER
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
756,500
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.34%
14 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 6
This Amendment No. 4 (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 96,700 Shares at an aggregate purchase price of
$171,184.00, including any brokerage commissions. AmHold
utilized working capital for the purchase of these Shares.
Item 4. Purpose of Transaction.
In response to inquiries from Shareholders, AmHold has
disclosed that it will not sell its Shares to American Industrial
or any of its affiliates except in a transaction which includes
all shareholders.
<PAGE>
Page 4 of 6
Item 5. Interest in Securities of the Issuer.
(a) As of the close of business on April 26, 1994, AmHold
beneficially owned 756,500 Shares representing 8.34% of the
9,075,400 Shares reported as outstanding in the Trust'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 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 Stock Exchange.
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: April 27, 1994
AMERICAN HOLDINGS, INC.
By:
__________________________
John W. Galuchie, Jr.
Executive Vice President
<PAGE>
Page 6 of 6
EXHIBIT C
Number of Price
Date Shares Purchased Per Share*
AmHold 04/13/94 25,000 1.75
04/13/94 700 1.75
04/14/94 31,600 1.75
04/15/94 700 1.75
04/18/94 1,700 1.75
04/19/94 500 1.75
04/20/94 10,000 1.75
04/21/94 15,000 1.75
04/22/94 1,000 1.75
04/25/94 400 1.75
04/26/94 10,100 1.75
*Exclusive of brokerage commissions.
