SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 10)*
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: October 11, 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: Pure World, Inc.
(formerly 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. 10 (the "Amendment") relates to the Schedule 13D filed
on February 2, 1994, in connection with the ownership by Pure World, Inc. ("Pure
World") 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:
Pure World currently intends to propose changes to the Trust Bylaws and to
nominate candidates for election as Trust Managers at the next Annual Meeting. A
copy of the notice sent to the Secretary of the Trust is attached as Exhibit I.
Pure World also sent a letter to the Trust discussing its concern whether
the Trust would settle its lawsuit against its principal creditor on terms which
would benefit all shareholders. A copy of the letter is attached as Exhibit II.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit I - Notice to the Trust as sent to the Secretary of the Trust dated
October 11, 1995.
Exhibit II - Letter sent to Charles Wolcott, President of the Trust, dated
October 11, 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: October 12, 1995
PURE WORLD, INC.
/s/ Mark Koscinski
-------------------------
Mark Koscinski
Senior Vice President
<PAGE>
EXHIBIT I
PURE WORLD, INC.
211 Pennbrook Road
Far Hills, New Jersey 07931
(908) 766-7220
(908) 766-4160 (Fax)
October 11, 1995
VIA FEDERAL EXPRESS
American Industrial Properties REIT
6220 North Beltline - Suite 205
Irving, Texas 75063
Att.: Secretary
To the Secretary of American Industrial Properties REIT ( the "Trust"):
On October 3, 1995, the Trust Managers purportedly amended the Bylaws of
the Trust to "CONFORM THE BYLAWS TO THE TEXAS REIT ACT AND TO PROVIDE FOR
CERTAIN NOTICE REQUIREMENTS IN CONNECTION WITH NOMINATION OF TRUST MANAGERS AND
OTHER MATTERS TO BE BROUGHT BEFORE THE SHAREHOLDERS." Pure World, Inc., formerly
American Holdings, Inc., ("Pure World") believes that certain of these Bylaws 1)
were not validly adopted under the Declaration and Bylaws of the Trust and 2)
contravene Federal securities law and Texas law governing corporations and real
estate investment trusts.
Pure World currently intends to propose changes to the Trust's Bylaws as
amended by the Trust Managers and to nominate candidates for election as Trust
Managers at the next Annual Meeting (the "Meeting"). The following is the notice
purportedly required to propose business and nominate directors at the Meeting
(the "Notice"). Giving this Notice in no way reflects the concurrence of Pure
World that the management of the Trust rightfully enacted the recent Bylaw
amendments nor will Pure World's compliance waive its right to contest their
validity.
<PAGE>
American Industrial Properties REIT
Att.: Secretary
October 11, 1995
Page 2
Pure World beneficially owns 888,000 Trust shares of which 888,000 shares
are owned of record as of this date. Its executive offices are 376 Main Street
P.O.Box 74, Bedminster, New Jersey 07921. Pure World hereby notifies the Trust
that it will appear in person or by proxy to propose the following business at
the Meeting:
CHANGES TO THE BYLAWS
- ---------------------
Pure World proposes that the Bylaws of the Trust be amended at the Meeting
1) to eliminate any requirement that a shareholder must give notice for business
to be properly brought by such shareholder at an annual meeting; 2) to eliminate
any requirement that a shareholder must give notice during a specified time for
such shareholder's nominee to be eligible for election as a Trust Manager at an
annual meeting; 3) to require for election or reelection as a Trust Manager at
an annual or special meeting the affirmative vote of a majority of outstanding
shares; 4) to provide that vacancies be filled either by a majority of the
remaining Trust Managers or by the affirmative vote of the holders of a majority
of outstanding shares except if the vacancy occurs because a Trust manager fails
to be reelected; 5) to require a Trust Manager who fails to be reelected
(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; 6) to permit a shareholder who owns 9% of the outstanding shares
to call a Special Meeting; and 7) to provide that all amendments to the Bylaws
require the affirmative vote of holders of a majority of the outstanding shares.
The purpose of presenting these Bylaw changes at the Meeting is to assure
fairness and equality in the election of Trust Managers and in the consideration
of other business matters before the shareholders. Pure World has no
arrangements or understandings with any other shareholder or person in
connection with these proposals other than the nomination for election as Trust
Managers of the candidates described below. Annexed to this Notice as Exhibit A
is a list of the proposed Bylaw amendments.
<PAGE>
American Industrial Properties REIT
Att.: Secretary
October 11, 1995
Page 3
NOMINEES FOR ELECTION AS TRUST MANAGERS AT THE MEETING
- ------------------------------------------------------
Pure World proposes to nominate Richard M. Bossert, John W. Galuchie, Jr.
and Paul O. Koether for election as Trust Managers at the Meeting. A written
consent from each to serve as a nominee together with their respective business
and residence address, principal occupation, number of shares beneficially owned
and background information is annexed as Exhibits B, C and D. If only two seats
on the Board are available in the election, Messrs. Koether and Galuchie will be
Pure World's nominees. Information about Pure World required under Section 14 of
the Securities and Exchange Act is attached as Exhibit E.
Pure World has no arrangement or agreement with any nominee other than to
support their candidacy and to pay the costs of the election.
Unless this Notice has no legitimate purpose and is proposed only as a ploy
to prevent shareholders from exercising their democratic rights, we expect that
you will advise Pure World of any purported deficiencies and cooperate with Pure
World to effect this Notice. The contact persons at Pure World are Paul O.
Koether at (908) 766-7220 and John W. Galuchie, Jr. at (908) 234-9220.
Very truly yours,
PURE WORLD, INC.
/s/ Paul O. Koether
--------------------
Paul O. Koether
Chairman
<PAGE>
EXHIBIT A
PROPOSED BYLAW REVISIONS
------------------------
ARTICLE II
2.2 ANNUAL MEETING. The annual meeting of shareholders commencing with the
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 MEETINGS. 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. An
incumbent Trust Manager who fails to be reelected by the affirmative vote of the
holders of a majority of the outstanding shares of the Trust at an annual or
special meeting and also fails to receive a plurality of the votes cast at such
meeting shall resign immediately after taking all steps necessary to elect as a
successor, the Trust Manager nominee who received a plurality of votes at such
meeting. Except as provided herein, a Trust Manager shall hold office until his
successor is elected and qualified, or until his death, resignation or removal.
3.4 NOMINATION OF TRUST MANAGERS. 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)
by 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. A Trust Manager elected to fill a
vacancy shall hold office only until the next election of Trust Managers at an
annual or special meeting.
ARTICLE XI
AMENDMENTS. Except as otherwise required by applicable law or the
Declaration of Trust, Bylaws may be adopted, amended, altered or repealed only
by the affirmative vote of the holders of a majority of the Trust's outstanding
shares.
<PAGE>
EXHIBIT B
CONSENT OF RICHARD M. BOSSERT
I hereby consent to be nominated by Pure World, Inc. for election as a
Trust Manager of American Industrial Properties REIT.
/s/ Richard M. Bossert
------------------------------
Richard M. Bossert
Dated: October 10, 1995
1. Business Address:
Cedar Ridge Road
Bedminster, New Jersey 07921
2. Residence Address:
Cedar Ridge Road
Bedminster, New Jersey 07921
3. Principal Occupation:
See number 5 below
4. Numbers of shares beneficially owned:
888,000 shares
5. Background information:
RICHARD M. BOSSERT 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. Mr. Bossert is a director of Pure World, Inc.
<PAGE>
EXHIBIT C
CONSENT OF JOHN W. GALUCHIE, JR.
I hereby consent to be nominated by Pure World, Inc. for election as a
Trust Manager of American Industrial Properties REIT.
/s/ John W. Galuchie, Jr.
--------------------------------
John W. Galuchie, Jr.
Dated: October 10, 1995
1. Business Address:
376 Main Street
Bedminster, New Jersey 07921
2. Residence Address:
Pheasant Run
P.O. Box 327
Gladstone, New Jersey 07934
3. Principal Occupation:
See number 5 below
4. Numbers of shares beneficially owned:
888,000 shares
5. Background information:
JOHN W. GALUCHIE, JR., a certified public accountant, is engaged in the
following businesses: (i) Kent Financial Services, Inc. ("Kent") as Vice
President and Treasurer since September 1986 and a director from June 1989 to
August 1993; (ii) T.R. Winston & Company, Inc., a wholly-owned subsidiary of
Kent which operates as a broker-dealer, as President and Treasurer since
September 1989; (iii) since July 1992, as Vice President, Treasurer and a
director of American Metals, Inc., a former indirect majority-owned subsidiary
of Kent which is currently seeking to acquire an operating business; (iv) Pure
World, Inc., as Executive Vice President since April 1988 and director from
January 1990 until October 1994 and for more than five years as Vice President
and director of Sun Equities Corporation, a private, closely-held corporation
which is Pure World's principal stockholder; (v) 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 (vi)Edudata Corporation,
which is seeking to redeploy its cash assets, in various executive positions
since February 1983 and a director since July 1988.
<PAGE>
EXHIBIT D
CONSENT OF PAUL O. KOETHER
I hereby consent to be nominated by Pure World, Inc. for election as a
Trust Manager of American Industrial Properties REIT.
/s/ Paul O.Koether
--------------------------------
Paul O. Koether
Dated: October 11, 1995
1. Business Address:
211 Pennbrook Road
Far Hills, New Jersey 07931
2. Residence Address:
211 Pennbrook Road
Far Hills, New Jersey 07931
3. Principal Occupation:
See number 5 below
4. Numbers of shares beneficially owned:
888,000 shares
5. Background information:
PAUL O. KOETHER 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 which
is Pure World's principal stockholder; (ii) as Chairman of Madis Botanicals,
Inc., 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 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.
<PAGE>
EXHIBIT E
PURE WORLD, INC. (Formerly American Holdings, Inc.)
INFORMATION REQUIRED BY SECTION 14A
Pure World, through its 83% owned subsidiary Madis Botanicals, Inc. is
engaged in the business of manufacturing and distributing natural products. As
of October 9, 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. Information provided elsewhere in the
Notice about Pure World and its nominees is incorporated into this Exhibit E.
DIRECTORS AND EXECUTIVE OFFICERS OF PURE WORLD OF PURE WORLD
------------------------------------------------------------
<TABLE>
<CAPTION>
NAME AND ADDRESS POSITION AND OFFICE PRESENTLY HELD PERCENTAGE OF DIRECT OR INDIRECT
OF PERSON ---------------------------------- OWNERSHIP OF VOTING SHARES
--------------- 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 2700
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.
<PAGE>
EXHIBIT II
PURE WORLD, INC.
211 Pennbrook Road
Far Hills, New Jersey 07931
(908) 766-7220
(908) 766-4160 (Fax)
October 11, 1995
VIA FEDERAL EXPRESS
Charles W. Wolcott, President
American Industrial Properties REIT
6220 North Beltline - Suite 205
Irving, Texas 75063
Dear Mr. Wolcott:
American Industrial Properties REIT (the "Trust") has announced that it is
negotiating to settle the litigation with Manufacturer's Life Insurance Company
("MLIC") and that in connection with that settlement, the Trust will repurchase
the MLIC debt at a discount. Disparate rumors in the market have the discount at
varying amounts ranging from modest amounts to the discount that MLIC reportedly
had agreed to extend to Fidelity Investments ("Fidelity Discount"). We believe
that MLIC would have been willing to offer the Trust the Fidelity Discount
without the cost and risk of litigation. Any settlement below the Fidelity
Discount, in our view, would mean that the Trust lost the suit.
If the lawsuit is settled, we hope that the Trust Managers will refinance
the MLIC debt pursuant to a plan that will benefit all shareholders. Pure World
is prepared to assist the Trust in refinancing the MLIC debt and agrees to
purchase any unissued shares of the Trust for an amount representing 5% more
than any other potential purchaser. If Pure World purchased these shares it
would cooperate with the Trust to re-offer such shares to all other shareholders
of the Trust on a PRO RATA basis at Pure World's cost.
If you wish to discuss this offer further please be in touch with me.
Very truly yours,
/s/ Paul O. Koether
---------------------
Paul O. Koether
