SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 9)*
NAME OF ISSUER: American Industrial Properties REIT
TITLE OF CLASS OF SECURITIES: Shares of Beneficial Ownership
CUSIP NUMBER: 026791103000
NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
RECEIVE NOTICES AND COMMUNICATIONS:
Natalie I. Koether, Esq., Rosenman & Colin
P. O. Box 97, Far Hills, New Jersey 07931 (908) 766-4101
DATE OF EVENT WHICH REQUIRES FILING: June 29, 1995
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: ________
Check the following 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 filled 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 pages)
<PAGE>
CUSIP NO.: 026791103000
1. NAME OF REPORTING PERSON: American Holdings, Inc.
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: 888,000
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 888,000
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 888,000
12. CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.785%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
This Amendment No. 9 (the "Amendment") relates to the Schedule 13D filed on
February 2, 1994, in connection with the ownership by American Holdings, Inc.
("AmHold") of Shares of Beneficial Interest ("Shares") of American Industrial
Properties REIT, a Texas real estate investment trust (the "Trust"). The
capitalized terms used in the Amendment, unless otherwise defined, shall have
the same meaning as in the original Schedule 13D.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended hereby to add the following:
AmHold mailed to Shareholders of record owning 500 Shares or more a copy
of a letter sent to Charles Wolcott, President of the Trust. A copy of the
letter to Shareholders is attached as Exhibit I.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit I - Letter to Charles Wolcott dated June 29, 1995.
<PAGE>
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: June 29, 1995
AMERICAN HOLDINGS, INC.
/s/ John W. Galuchie, Jr.
-------------------------
John W. Galuchie, Jr.
Executive Vice President
<PAGE>
EXHIBIT I
RED ALERT
WHAT DANGER LURKS IN THE TRUST'S DEFAULT?
ONLY THE TRUST MANAGERS KNOW -
AND AS USUAL THEY AREN'T TALKING!
June 29, 1995
Mr. Charles W. Wolcott, President
American Industrial Properties REIT
6220 North Beltline, Suite 205
Irving, Texas 75063
Dear Mr. Wolcott:
American Holdings, Inc. ("AmHold") owns 888,000 shares of the Trust. That
equates to 888,000 reasons why AmHold hopes that you and the other remaining
Trust Manager, Mr. Bricker, truly do have the Trust's interests at heart.
Unfortunately, if we are destined to have the past become the future the
prospects for the Trust most certainly are grim.
THE FACTS, NOTHING BUT THE FACTS
Numbers don't lie, and no matter how you tried to contort the results in
the last quarterly report, the figures supported the contentions in our recent
letter. Shareholders have complained that you refuse to listen to any caller who
dares to disagree with your management. Like us, these Shareholders understand
that A LOSS IS A LOSS. Every quarter the Trust loses money and Shareholders'
equity declines. And that's a fact!
KING BRICKER AND HIS CROWN PRINCE, THE IMPERIAL TRUSTEES
Every action you and Mr. Bricker have taken since the Trust became self
managed, in our view, is designed to entrench control. You barely received the
requisite majority to continue the life of the Trust, you lost the bid to
emplace anti-takeover measures and you failed to be re-elected as Trustees in
the fall election. Yet you arrogantly proceed to try and usurp Shareholder
prerogatives. Since January of 1994, you have amended the By-laws of the Trust
numerous times without the approval of the Shareholders. Each amendment served
to increase management's power at the expense of Shareholders. We believe that
these By-law changes are unlawful and not binding.
'BRICKER' MANSHIP
Even given the strategic necessities of litigation we believe that you and
Mr. Bricker have not adequately informed the Shareholders about the suit against
the Trust's principal lender, Manufacturers Life Insurance Company ("MLI"). You
have failed to explain the consequences to the Trust if the lawsuit does not
succeed, a factor particularly pertinent now that MLI has accelerated the debt.
You have failed to disclose any attempts you have made to avoid this serious and
perhaps life threatening confrontation between the Trust and its principal
lender. You claim that you are acting in the best interests of the Trust and its
Shareholders. But we are concerned that this game of brinkmanship with MLI may
be a scheme to leverage the Trust until it is forced into bankruptcy so that you
and Mr. Bricker can eliminate Shareholder value to your own advantage.
<PAGE>
LIES, LIES AND MORE LIES
You have told the Shareholders over and over that you have pursued every
potential proposal to refinance the Trust. Simply put, this is a lie. You have
failed to respond to major investment bankers who might have submitted proposals
that would have enabled the Trust to discount the MLI debt and increase equity
for the benefit of every Shareholder. We are prepared to prove our position. Are
you prepared to defend yours?
THE EYES OF SHAREHOLDERS ARE UPON YOU
You and Mr. Bricker have embarked on a course which, in our view, has
unduly jeopardized Shareholder interests. As you point out, there is no way of
predicting how long it will take before the results are in. Assuredly, if the
Trust does not prevail, the Shareholders will expect you and Mr. Bricker to
answer personally for breaches of your duty of trust.
Very truly yours,
Paul O. Koether
