<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or
Section 240.14a-12
AMERICAN INDUSTRIAL PROPERTIES REIT
.................................................................
(Name of Registrant as Specified In Its Charter)
PURE WORLD, INC.
.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1),
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $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:
.................................................................
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 (Set forth the
amount on which the filing fee is calculated and state how it was
determined):
.................................................................
4) Proposed maximum aggregate value of transaction:
.................................................................
5) Total fee paid:
.................................................................
[X] Fee paid previously with preliminary materials.
[ ] 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:
.................................................................
2) Form, Schedule or Registration Statement No.:
.................................................................
3) Filing Party:
.................................................................
4) Date Filed:
.................................................................
<PAGE>
PURE WORLD, INC. ('PURE WORLD')(1)
(a public corporation listed on NASDAQ)
INFORMATION ABOUT THE ANNUAL MEETING OF
AMERICAN INDUSTRIAL PROPERTIES REIT ('THE TRUST')
WEDNESDAY, DECEMBER 13, 1995
This Proxy Statement and the enclosed proxy card are being sent by Pure
World on or about November 10, 1995 in connection with the Annual Meeting being
held by the Trust at 9:00 a.m., Dallas time, December 13, 1995 at Corporate
Headquarters located at 6220 North Beltline Road, Suite 205, Irving, Texas 75063
(the 'Meeting'). The close of business on November 9, 1995 has been fixed by the
Trust as the record date in determining the number of shares eligible to vote at
the Meeting. A copy of this Proxy Statement will be mailed to any persons who
become eligible to vote subsequent to this mailing.
At the Meeting, Pure World seeks:
A. TO AMEND THE TRUST BY-LAWS (i) TO REQUIRE THE AFFIRMATIVE VOTE OF A
MAJORITY OF OUTSTANDING SHARES TO AMEND THE BY-LAWS, TO ELECT TRUST MANAGERS AND
TO FILL TRUST MANAGER VACANCIES BY SHAREHOLDERS; (ii) TO ELIMINATE ANY NOTICE
REQUIREMENT FOR SHAREHOLDER PROPOSALS, INCLUDING THE NOMINATION OF TRUST
MANAGERS; (iii) TO REQUIRE AN INCUMBENT TRUST MANAGER WHO FAILS TO RECEIVE A
PLURALITY OF VOTES CAST AT A MEETING TO RESIGN AFTER ELECTING AS A SUCCESSOR THE
NOMINEE WHO RECEIVED A PLURALITY; AND (iv) TO PERMIT A HOLDER OF 9% OF THE
OUTSTANDING SHARES TO CALL A SHAREHOLDERS MEETING.
B. TO ELECT ITS NOMINEES AS TRUST MANAGERS.
At the Meeting, the Trust's management proposes to seek the election of its
nominees as Trust Managers and the ratification of Ernst & Young LLP as
auditors. Pure World supports the ratification of Ernst & Young LLP. In reliance
upon Rule 14a-5(c) of the Securities and Exchange Act of 1934(2), reference is
made to the proxy statement which will be sent to you by the Trust for a full
description of management's proposals, as well as information with respect to
the number of shares eligible to vote at the Meeting, the quorum, the securities
ownership of the Trust, information about the Trust's officers and Trust
Managers, including compensation, information about the ratification of the
appointment of Ernst & Young LLP as independent auditors and the date by which
shareholders must submit proposals for inclusion in the next annual meeting.
- ------------------------
(1) Pure World's former name was American Holdings, Inc. Additional information
about Pure World, the names of its officers, directors and controlling
stockholders and their ownership interests is presented on Schedule 1 of this
Proxy Statement. Information about Pure World's nominees is provided under the
heading 'Election of Trust Managers'.
(2) Rule 14a-5(c) provides that 'any information contained in any other proxy
soliciting material which has been furnished to each person solicited in
connection with the same meeting or subject matter may be omitted from the proxy
statement, if a clear reference is made to the particular document containing
such information'.
<PAGE>
PLEASE READ THE FOLLOWING MATERIAL WITH CARE. We believe that the Trust
Managers have made substantial changes to the By-laws of the Trust which, in our
view, make it significantly more difficult to oppose management's nominees. In
this Proxy Statement we propose By-law amendments which we believe will return
fairness and equality to the process of electing Trust Managers. Pure World is
also proposing to elect its nominees as Trust Managers (see 'Required Vote and
Manner of Voting'). Even if you have executed management's proxy card, you can
change your vote by signing, dating and returning the enclosed white proxy card.
Any proxy, including one we hold, can be revoked (see 'Revocation of Proxies').
PROPOSAL 1
CHANGES TO THE BY-LAWS
In September 1995, the Trust Managers amended the By-laws, among other
things: to require sixty days notice to propose any matter at an annual meeting,
including the nomination of Trust Managers; to provide for the continuance in
office of incumbent Trust Managers even if the Trust Managers fail to receive a
plurality of votes in an election; and to require a favorable vote of two-thirds
of the outstanding shares to repeal the provisions regarding the election of
non-incumbent nominees.
Pure World is proposing the following By-law amendments as a package
because it believes that all of these By-law changes must be approved to
accomplish Pure World's goal of facilitating the calling of shareholder meetings
and the election of Trust Managers who are not incumbents.
1) TO PROVIDE THAT THE AFFIRMATIVE VOTE OF HOLDERS OF A MAJORITY OF THE
OUTSTANDING SHARES IS REQUIRED:
(A) TO AMEND THE BY-LAWS.
In Pure World's s view, requiring a super-majority on matters relating
to the election of Trust Managers restricts the ability of shareholders to
overrule By-law changes made by management.
(B) TO ELECT OR RE-ELECT TRUST MANAGERS AT AN ANNUAL OR SPECIAL
MEETING.
To assure fairness and equality in the election of Trust Managers,
Pure World believes that the standards for being elected a Trust Manager
should be the same whether or not a candidate is an incumbent.
(C) TO FILL TRUST MANAGER VACANCIES.
Pure World believes that Shareholders should also be able to select
their own choice in the event of a vacancy.
2) TO ELIMINATE ANY NOTICE REQUIREMENT FOR SHAREHOLDER PROPOSALS, INCLUDING
THE NOMINATION OF TRUST MANAGERS AT THE ANNUAL MEETING.
Pure World believes that there can be no justification for restricting the
ability of Shareholders to participate freely at shareholder meetings.
2
<PAGE>
3) TO REQUIRE A TRUST MANAGER WHO FAILS TO BE RE-ELECTED (WHETHER AT AN
ANNUAL OR SPECIAL MEETING) AND WHO ALSO FAILS TO RECEIVE A PLURALITY OF THE
VOTES CAST AT THE MEETING, TO RESIGN AFTER TAKING ALL STEPS NECESSARY TO APPOINT
AS A SUCCESSOR, THE NOMINEE WHO RECEIVED A PLURALITY AT SUCH MEETING.
Last year the incumbent Trust Managers failed to be re-elected by a vote of
the majority of the outstanding shares. These incumbents are running again. If
the Shareholders approve the By-law changes proposed by Pure World and these
incumbents again fail to win a majority of the outstanding shares they can
remain in office only if they win a plurality, which means a majority of the
votes cast at the Meeting. If they do not win a plurality, they must resign
after electing in their place the candidates who received a plurality. If
effected the By-law amendments would allow a plurality of votes to force the
ouster of the current Trust Managers and to elect non-incumbents, such as Pure
World's nominees(3).
Pure World believes that approval of the By-law amendments is essential to
assure that the Trust is operated by candidates chosen by the Shareholders and
not incumbents who failed to secure the support of even a majority of the votes
cast.
4) TO PERMIT A SHAREHOLDER WHO OWNS 9% OF THE OUTSTANDING SHARES TO CALL A
SPECIAL MEETING.
Currently the By-laws require that a Special Meeting may be called only by
holders of 10% of the outstanding shares even though other By-laws provisions
prohibit any one Shareholder to own in excess of 9.8%. Approval is sought to
eliminate this contradiction. Currently there are only two shareholders,
including Pure World, who own more than 9% of outstanding shares and therefore
could call a Special Meeting without any other shareholder if the By-law
amendments are approved.
The By-law amendments proposed by Pure World are set forth in full on
Exhibit A to this Proxy Statement (the 'By-law Amendments'). The affirmative
vote of a majority of the outstanding Trust Shares (4,537,701) is required to
approve the By-law Amendments. The By-law amendments are being proposed as a
package, therefore you may vote only FOR or AGAINST all of them, you may not
vote for or against any one of them. Whether or not you vote for Pure World's
nominees listed below we urge you to vote for the By-law Amendments. We believe
that these By-law Amendments are essential to preserve the democratic process in
the governance of the Trust.
PROPOSAL 2
ELECTION OF TRUST MANAGERS
Pure World is asking for your support to elect its nominees. If the By-law
Amendments are approved the affirmative vote of a majority of the outstanding
Shares entitled to vote is required to elect each of the Pure World nominees. If
the By-law Amendments are not approved, the nominees must be elected by the
affirmative vote of two thirds (66 2/3%) of the outstanding Shares. Each of the
following persons has consented to being named as a nominee in the Proxy
Statement and has agreed to serve as a Trust Manager, if elected. The
biographical data, including age, principal occupation or employment, and other
affiliations and business experience of each nominee during the last five years
follows:
- ------------------------
(3) If the By-law amendments proposed by Pure World are approved by
shareholders and current Trust Managers fail to receive a plurality: (i) the
current Trust Managers would increase the number of Trust Managers creating
sufficient vacancies to elect the winners of a plurality in the election; (ii)
the current Trust Managers would then resign; and (iii) the newly elected Trust
Managers would reduce the number of Trust Managers thereby eliminating the
vacancies created by the resignations of the current Trust Managers. Under this
procedure, there would be no interruption in the management of the Trust.
3
<PAGE>
PAUL O. KOETHER (age 59) is principally engaged in the following
businesses: (i) Pure World, Inc., as Chairman since April 1988, President since
April 1989, a director since March 1988, and for more than five years as the
Chairman and President of Sun Equities Corporation, a private, closely-held
corporation whose business is to hold shares of other corporations, and is Pure
World's principal stockholder; (ii) as Chairman of Madis Botanicals, Inc.,
(majority-owned subsidiary of Pure World which manufactures and distributes
natural products) since January 1995 and as a director since December 1994;
(iii) as Chairman and director since July 1987 and President since October 1990
of Kent Financial Services, Inc. ('Kent') which engages in various financial
services, including the operation of a retail brokerage business through its
wholly-owned subsidiary, T. R. Winston & Company, Inc. ('Winston') and the
general partner since 1990 of Shamrock Associates, an investment partnership
which is the principal stockholder of Kent; (iv) various positions with
affiliates of Kent, including Chairman since 1990 and a registered
representative since 1989 of Winston; and (v) since July 1992, as a director of
American Metals Service, Inc., a former indirect majority-owned subsidiary of
Kent which has no business operations but is currently seeking to acquire an
operating business. Prior to August 1994, Mr. Koether also served as an officer
and director of NorthCorp Realty Advisors, Inc., a real estate asset manager.
JOHN W. GALUCHIE, JR. (age 42) a certified public accountant, is engaged in
the following businesses: (i) Kent, as Vice President and Treasurer since
September 1986 and a director from June 1989 to August 1993; (ii) Winston, as
President and Treasurer since September 1989; (iii) since July 1992, as Vice
President, Treasurer and a director of American Metals Service, Inc.; (iv) Pure
World, Inc., as Executive Vice President since April 1988 and director from
January 1990 until October 1994; (v) for more than five years as Vice President
and director of Sun Equities Corporation; (vi) Crown NorthCorp, Inc., which
operates as a real estate asset manager, as a director since June 1992 and as
Secretary from November 1992 until August 1994; and (vii) Edudata Corporation,
which currently has no operating business but is seeking to redeploy its cash
assets, in various executive positions since February 1983 and a director since
July 1988.
RICHARD M. BOSSERT (age 68) is a construction engineer. For more than the
past six years, Mr. Bossert has been the President and Chief Operating Officer
of Sawyert Corporation which is engaged in industrial and commercial site
construction and development.
PURE WORLD URGES YOU TO VOTE FOR EACH NOMINEE DESCRIBED ABOVE. IF ONLY TWO
TRUST MANAGERS ARE BEING ELECTED AT THE MEETING, PURE WORLD WILL VOTE ITS
PROXIES FOR MESSRS. KOETHER AND GALUCHIE. THESE INDIVIDUALS ARE COMMITTED TO
TAKE NO TRUST MANAGERS' FEES OR MANAGEMENT FEES. THEY WILL SEEK TO MAXIMIZE
SHAREHOLDER VALUES AND PLEDGE TO COOPERATE WITH AND CONSIDER THE PROPOSALS OF
OTHER SHAREHOLDERS.
4
<PAGE>
DECLINE IN EQUITY AND MARKET VALUE
In 1993, when Charles Wolcott became the Trust's chief executive officer,
the equity of the Trust was $3.18 per share and the market price per share was
$2.25. Two years later equity is less than $2.38 per share, a decline of more
than 25% and the market price per share is $1.625, a decline of approximately
28%. During the same period the Dow Jones Industrial Average increased by
approximately 39%.
BY-LAWS AND SHAREHOLDER RIGHTS
The Trust Management has amended the By-laws four times since January 1994
without shareholders' approval. As interpreted and summarized by Pure World
these changes purport to (1) eliminate the Trust's obligation to report real
estate values to shareholders, (2) impose significant restrictions on share
ownership and (3) restrict the ability of shareholders to offer proposals at
meetings and elect new Trust Managers. In Pure World's opinion, these By-law
changes by management have diminished shareholders' rights. Whether or not you
choose to elect Pure World's nominees we urge you to vote for the By-law
Amendments which in our view will return power to the shareholders.
WOLCOTT ACTS LIKE HIS VOICE IS THE ONLY CHOICE
Not once since Pure World began purchasing its investment in the Trust in
December 1993, has Bricker or Wolcott sought to discuss the Trust's future with
Pure World. Not once has Bricker or Wolcott sought the cooperation of Pure World
to avoid the costs of these proxy contests. If our nominees are elected, these
endless and senseless confrontations will end. Our nominees will take every step
to unite the shareholders and maximize values for the Trust and all
shareholders.
VOTE FOR OUR NOMINEES WHO ARE COMMITTED TO WORKING
TOGETHER WITH ALL SHAREHOLDERS TO MAXIMIZE SHARE VALUES
REQUIRED VOTE AND MANNER OF VOTING
If the By-law amendments are approved, our nominees can be elected by a
favorable vote of the majority of outstanding Trust Shares (4,537,701). If the
By-law amendments are not approved then our nominees can be elected by the
favorable vote of 66 2/3% of the outstanding Trust Shares (6,050,267). Valid
proxies will be voted as instructed therein, but absent instructions will be
voted FOR the By-law Amendments, FOR the election of Pure World's nominees and
FOR the ratification of Ernst & Young LLP, as the Trust's auditors for the 1995
fiscal year and in the discretion of the proxies on any other matter that comes
before the Meeting which was not known a reasonable time before the Meeting.
Abstentions and broker non-votes (where a nominee holding shares for a
beneficial owner has not received voting instructions from the beneficial owner
on a particular matter and the nominee does not vote the shares) will be counted
in the determination of a quorum, but will otherwise have the effect of voting
against Proposals 1 and 2. Therefore, if you want the By-law Amendments to be
approved and our nominees elected, we urge you to sign, date and return the
white proxy card in the enclosed envelope. No postage is required if mailed in
the United States.
5
<PAGE>
SHARES IN STREET NAME
If you hold your Trust Shares in the name of a brokerage firm, your broker
cannot vote the Shares until the broker receives specific instructions from you.
Please contact the party at the brokerage firm responsible for your account to
make sure that a proxy is executed for your Trust Shares on the white proxy
card.
REVOCATION OF PROXIES
If you have executed management's proxy card before receiving this Proxy
Statement, you have every right to change your vote by signing, dating and
returning the enclosed white 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 the Trust or to Pure World, (ii) filing with the
Secretary of the Trust a written revocation or (iii) attending and voting at the
Meeting in person.
SOLICITATION EXPENSE
Pure World will bear the cost of preparing, assembling and mailing the
enclosed form of proxy, this proxy statement and other material which may be
sent to shareholders in connection with this solicitation. Officers and regular
employees of Pure World or its affiliates may solicit proxies by mail,
telephone, telegraph and personal interview, for which no additional
compensation will be paid. In addition, Pure World has retained Beacon Hill
Partners, Inc. to solicit proxies on its behalf. It is anticipated that the cost
to Pure World in connection with this solicitation will be approximately
$125,000 inclusive of approximately $15,000 payable to Beacon Hill Partners,
Inc. Pure World will not seek reimbursement of its expenses from the Trust.
IMPORTANT
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 PROPOSAL TO REMOVE THE
TRUSTEES OR ELECT OUR NOMINEES. PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR
ACCOUNT AND INSTRUCT THEM TO EXECUTE A WHITE PROXY CARD AS SOON AS POSSIBLE.
IF YOU HAVE ANY QUESTIONS OR NEED FURTHER ASSISTANCE IN VOTING, PLEASE CALL
JOHN W. GALUCHIE, JR., OF PURE WORLD, 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
6
<PAGE>
SCHEDULE 1
ADDITIONAL INFORMATION ABOUT PURE WORLD, INC.
(FORMERLY AMERICAN HOLDINGS, INC.)
Pure World, through its 83% owned subsidiary Madis Botanicals, Inc., is
engaged in the business of manufacturing and distributing natural products. As
of October 26, 1995, Pure World beneficially owned 888,000 shares ('Shares') of
the Trust or approximately 9.8% of the total Trust Shares outstanding.
Pure World and its proposed nominees have no agreements with the Trust or
its Trust Managers or with respect to any securities of the Trust, the giving or
withholding of proxies, any future employment by the Trust or any future
transactions to which the Trust or its affiliates may be a party, except as have
been or may be expressed in any filing with the Securities and Exchange
Commission. None of Pure World's proposed nominees have, during the past ten
years, been convicted in a criminal proceeding. The Trust Shares owned by Pure
World are indirectly beneficially owned by the proposed nominees in their
capacity as officers or directors of Pure World. Pure World has not purchased
any Trust Shares in the past sixty days.
DIRECTORS AND EXECUTIVE OFFICERS OF PURE WORLD
<TABLE>
<CAPTION>
PERCENTAGE OF DIRECT OR INDIRECT
NAME AND ADDRESS POSITION AND OFFICE OWNERSHIP OF VOTING SHARES
OF PERSON PRESENTLY HELD OF PURE WORLD
- --------------------------------- ------------------------- --------------------------------
<S> <C> <C>
Paul O. Koether Chairman and President 37.01%(1)
211 Pennbrook Road
Far Hills, NJ 07931
John W. Galuchie, Jr. Executive Vice President 27.46%(1)
376 Main Street
Bedminster, NJ 07921
Richard M. Bossert Director *
P.O. Box 209
Bedminster, NJ 07921
Alfredo Mena Director *
P.O. Box 520656
Miami, FL 33152
Mark Koscinski Senior Vice President *
376 Main Street
Bedminster, NJ 07921
William Mahomes, Jr. Director *
2200 Ross Ave.
Suite 2200
Dallas, TX 75201
Mark W. Jaindl Director 1.79%
3150 Coffeetown Road
Orefield, PA 18069
</TABLE>
- ------------------------
* Less than 1%
(1) Includes 27.46% owned by Sun Equities Corporation ('Sun Equities') of which
Messrs. Koether and Galuchie are directors and executive officers. Sun
Equities is a private company the business of which is to own shares of
other corporations including Pure World.
7
<PAGE>
PURCHASES AND SALES OF TRUST SHARES
BY PURE WORLD, INC.(1)
<TABLE>
<CAPTION>
DATES NUMBER OF PRICE
PURCHASED SHARES PURCHASED PER SHARE TOTAL
- --------- ---------------- --------- -------------
<S> <C> <C> <C>
12/15/93 17,300 $ 2.00 $ 34,948.50
12/16/93 9,000 2.00 18,180.00
12/16/93 87,600 2.00 176,954.50
12/21/93 33,300 2.125 71,431.00
12/22/93 1,000 2.125 2,145.00
12/22/93 8,000 2.00 16,162.50
12/23/93 17,700 2.125 37,969.00
12/27/93 5,800 2.125 12,443.50
12/28/93 28,400 2.125 60,918.00
12/28/93 1,100 2.125 2,362.00
12/29/93 700 2.125 1,501.50
12/29/93 22,900 2.125 49,123.00
12/30/93 1,000 2.125 2,147.50
12/30/93 22,500 2.125 48,262.50
12/31/93 21,900 2.125 46,978.00
01/03/94 23,600 2.125 50,622.00
01/03/94 2,000 2.125 4,292.50
01/04/94 500 2.125 1,070.00
01/04/94 3,600 2.125 7,724.50
01/05/94 1,200 2.125 2,570.50
01/06/94 26,300 2.125 56,284.50
01/07/94 5,800 2.125 12,412.00
01/07/94 500 2.125 1,072.50
01/10/94 1,200 2.125 2,570.50
01/11/94 7,000 2.125 14,982.50
01/13/94 100 2.125 216.50
01/14/94 800 2.125 1,714.50
01/18/94 500 2.125 1,072.50
01/19/94 300 2.125 644.50
01/19/94 8,000 2.125 17,160.00
01/20/94 1,000 2.125 2,147.50
01/21/94 100 2.125 217.00
01/24/94 27,700 2.125 59,416.50
01/25/94 700 2.125 1,504.00
01/26/94 29,600 2.125 63,494.50
01/27/94 700 2.125 1,501.50
01/27/94 27,100 2.125 58,129.50
01/27/94 6,300 2.125 13,513.50
01/27/94 2,000 2.125 4,292.50
02/02/94 1,100 2.125 2,362.00
02/02/94 2,400 2.125 5,148.00
02/02/94 3,000 2.25 6,810.00
02/02/94 14,000 2.25 31,780.00
02/07/94 10,000 2.125 21,452.50
02/08/94 17,000 2.25 38,592.50
02/10/94 3,400 2.25 7,718.00
02/10/94 19,200 2.375 45,984.00
02/11/94 20,000 2.375 47,902.50
02/14/94 100 2.25 229.50
02/14/94 16,800 2.375 40,236.00
02/23/94 2,700 2.25 6,131.50
02/24/94 6,500 2.25 14,757.50
02/25/94 4,500 2.25 10,217.50
02/28/94 1,700 2.25 3,861.50
03/03/94 500 2.25 1,135.00
03/03/94 10,000 2.25 22,702.50
03/07/94 15,000 2.25 34,052.50
03/07/94 5,500 2.25 12,485.00
03/07/94 2,000 2.25 4,542.50
03/08/94 9,400 2.25 21,340.50
03/09/94 400 2.25 910.50
03/11/94 2,900 2.25 6,585.50
</TABLE>
(table continued on next page)
8
<PAGE>
(table continued from previous page)
<TABLE>
<CAPTION>
DATES NUMBER OF PRICE
PURCHASED SHARES PURCHASED PER SHARE TOTAL
- --------- ---------------- --------- -------------
<S> <C> <C> <C>
03/14/94 1,400 $ 2.25 $ 3,180.50
03/15/94 2,000 2.25 4,542.50
03/15/94 500 2.25 1,135.00
03/16/94 5,900 2.25 13,393.00
03/16/94 13,500 2.25 30,647.50
03/23/94 4,200 2.125 9,011.50
03/24/94 1,000 2.125 2,147.50
03/25/94 9,600 2.125 20,594.50
04/13/94 25,000 1.75 44,252.50
04/13/94 700 1.75 1,239.00
04/14/94 31,600 1.75 55,934.50
04/15/94 700 1.75 1,241.50
04/18/94 1,700 1.75 3,011.50
04/19/94 500 1.75 887.50
04/20/94 10,000 1.75 17,702.50
04/21/94 15,000 1.75 26,552.50
04/22/94 1,000 1.75 1,772.50
04/25/94 400 1.75 710.50
04/26/94 10,100 1.75 17,879.50
04/28/94 800 1.75 1,416.00
04/28/94 4,100 1.75 7,259.50
04/29/94 400 1.75 710.50
05/11/94 800 1.75 1,418.50
05/13/94 600 1.75 1,064.50
05/17/94 1,800 1.75 3,188.50
05/26/94 2,500 1.875 4,752.50
05/27/94 900 1.875 1,712.50
06/01/94 11,600 2.00 23,492.50
06/01/94 20,000 2.00 40,500.00
06/08/94 2,100 2.00 4,255.00
06/09/94 1,200 2.00 2,432.50
06/10/94 8,700 2.00 17,620.00
06/13/94 2,400 2.00 4,862.50
06/16/94 2,100 2.00 4,255.00
06/17/94 1,000 2.00 2,025.00
06/17/94 8,500 2.00 17,215.00
06/21/94 200 1.875 382.50
06/21/94 5,300 1.875 10,070.00
06/22/94 11,700 1.875 22,230.00
06/22/94 1,800 1.875 3,422.50
06/30/94 5,000 1.75 8,852.50
09/30/94 5,000 1.375 6,977.50
10/03/94 2,000 1.375 2,792.50
10/03/94 200 1.375 281.50
10/04/94 2,100 1.375 2,932.00
10/05/94 3,800 1.375 5,303.50
10/06/94 6,900 1.375 9,628.00
12/13/94 2,300 1.375 3,234.00
12/14/94 5,700 1.375 8,011.00
12/14/94 8,000 1.375 11,240.00
12/14/94 2,000 1.375 2,810.00
-------- -------------
889,200 $1,839,273.00
</TABLE>
<TABLE>
<CAPTION>
DATE OF NUMBER OF SALES PRICE
SALE SHARES SOLD PER SHARE TOTAL
- -------- ----------- ----------- -------------
<S> <C> <C> <C>
12/17/93 1,200 $ 2.125 $ 2,523.41
888,000 $1,836,848.83*
----------- -------------
----------- -------------
</TABLE>
- ------------------------
(1) No shares were purchased with or are being held with borrowed funds.
* Reflects gain on sale of 1,200 shares on 12/17/93 of $99.24.
9
<PAGE>
EXHIBIT A
PROPOSED BY-LAW REVISIONS
ARTICLE II
2.2 Annual Meeting. The annual meeting of shareholders commencing with year
1995 shall be held at such time, on such day and at such place as may be
designated by the Trust Managers.
2.3 Special Meetings. Special meetings of the shareholders for any purpose
or purposes, unless otherwise prescribed by law or by the Declaration of Trust,
may be called by the Trust Managers, any officer of the Trust or the holders of
at least 9% of all of the shares entitled to vote at such meeting. Business
transacted at all special meetings shall be confined to the purpose or purposes
stated in the notice of the meeting.
2.5 Business at Annual Meeting. At the annual meeting, the shareholders
shall elect Trust Managers and transact such other business as may properly be
brought before the meeting.
ARTICLE III
3.3 Election and Term of Office. Trust Manager nominees shall be elected by
the affirmative vote of a majority of the outstanding shares of the Trust, in
the manner provided in these Bylaws. An incumbent Trust Manager who fails to be
re-elected and fails to receive a plurality of the votes cast in the election
shall resign immediately after taking all steps necessary to appoint as a
successor the Trust Manager nominee who received a plurality of votes in the
election. Each elected or appointed Trust Manager shall hold office until his
successor is elected and qualified, or until his death, resignation or removal
in the manner provided in these Bylaws.
3.4 Nomination of Trust Manager. Nominations of persons for election as
Trust Managers may be made at any annual meeting of shareholders a) by or at the
direction of the Trust Managers (or any duly authorized committee thereof) or b)
any shareholder of record of the Trust.
3.6 Vacancies; Increases. If any or all of the Trust Managers cease to be
Trust Managers hereunder, whether by reason of resignation, removal, incapacity,
death or otherwise, such event shall not terminate the Trust or affect its
continuity. Until such vacancies are filled, the remaining Trust Manager or
Trust Managers (regardless of number) may exercise the powers of the Trust
managers hereunder. Subject to the provisions of Section 3.3, vacancies may be
filled either by a majority of the remaining Trust Managers, though less than a
quorum, or by vote of the holders of a majority of the outstanding shares at an
annual or special meeting of the shareholders. Any vacancy created by reason of
an increase in number of Trust Managers shall be filled by the affirmative vote
of the majority of the remaining Trust Managers, though less than a quorum of
the full Board of Trust Managers. A Trust Manager elected to fill a vacancy
shall hold office only until the next election of Trust Managers by the
shareholders at an annual or special meeting.
ARTICLE XI
Amendments. Except as otherwise provided by applicable law or the
Declaration of Trust, Bylaws may be adopted, amended, altered or repealed by the
affirmative vote of a majority of Trust Managers or by the affirmative vote of
the holders of a majority of the Trust's outstanding shares.
<PAGE>
APPENDIX 1
PROXY CARD
AMERICAN INDUSTRIAL PROPERTIES REIT
ANNUAL MEETING TO BE HELD ON DECEMBER 13, 1995
THIS PROXY IS SOLICITED ON BEHALF OF PURE WORLD, INC. ('PURE WORLD')
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
December 13, 1995 at 9:00 A.M. Dallas time, at Corporate Headquarters, 6220
North Beltline Road, Suite 205, Irving, Texas 75063 (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 AMENDMENT OF THE BY-LAWS, FOR THE ELECTION OF ALL OF
PURE WORLD'S NOMINEES FOR TRUST MANAGER NAMED BELOW AND FOR THE RATIFICATION OF
THE TRUST'S AUDITORS.
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.
<TABLE>
<S> <C> <C> <C>
1. Amendment of the By-laws (i) to require the affirmative vote of a majority of outstanding FOR AGAINST ABSTAIN
shares to amend the By-laws, to elect Trust Managers, and to fill Trust Manager vacancies [ ] [ ] [ ]
by shareholders; (ii) to eliminate any notice requirement for shareholder proposals,
including the nomination of Trust Managers; (iii) to require an incumbent Trust Manager who
fails to receive a plurality of votes cast at a meeting to resign after electing as a
successor the nominee who received a plurality; and (iv) to permit a holder of 9% of the
outstanding shares to call a shareholders meeting.
</TABLE>
(Instruction: To vote against any of the proposed By-laws, you must vote against
all).
SEE REVERSE
SIDE
<PAGE>
<TABLE>
<S> <C> <C>
2. For Election of Pure World Nominees -- Paul O. Koether, John W. Galuchie, Jr.
and Richard M. Bossert
[ ] FOR each nominee listed (except as marked to the contrary below) [ ] WITHHOLD AUTHORITY to elect nominees listed
- ------------------------------------------------------------------------------------------
(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 FOR AGAINST ABSTAIN
December 31, 1995 [ ] [ ] [ ]
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Shareholders and Proxy Statement for the December 13, 1995 meeting.
Dated: , 1995
-----------------------------------
Signature of Shareholder
-----------------------------------
Signature of Shareholder if Shares
held in more than one 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.)
PURE WORLD RECOMMENDS A VOTE FOR PROPOSALS 1, 2 AND 3.
PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED
ENVELOPE.
</TABLE>
