SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) Securities
Exchange Act of 1934
Filed by the registrant [ ]
Filed by a party other than the registrant [ X]
Check the appropriate box:
[X ] Preliminary proxy statement
[ ] Definitive proxy statement
[ ] Definitive additional materials
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN INDUSTRIAL PROPERTIES REIT
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
PURE WORLD, INC.
- --------------------------------------------------------------------------------
(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).
[ ] $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:
Shares of Beneficial Interest
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transactions applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:1
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
[ ] 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 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:
- --------------------------------------------------------------------------------
1 Set forth the amount on which the filing fee is calculated and state how it
was determined.
PRELIMINARY PROXY STATEMENT
PURE WORLD, INC. ("Pure World")(1)
( a public corporation listed on NASDAQ)
Information about the Annual Meeting of
AMERICAN INDUSTRIAL PROPERTIES REIT ("The Trust")
This Proxy Statement and the enclosed proxy card are being sent on or about
November *, 1996 in connection with the Annual Meeting being held by the Trust
at ****Dallas time, December 18, 1996 at ***************** ( the "Meeting").
Your vote is being solicited by Pure World, which seeks to (i) remove the Trust
Managers and (ii) prevent their re-election. Pure World is not seeking control
of the Board. The close of business on November 13, 1996 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, 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
management's proxy statement which is being sent to you by the Trust on or about
November 13, 1996 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 record date, 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.
PLEASE READ THE FOLLOWING MATERIAL WITH CARE
In this Proxy Statement we propose to remove the Trust Managers and then
ask the Federal District Court Judge to appoint their replacements. We also seek
to prevent the re-election of the Trust Managers. The reasons Pure World seeks
your support for these proposals are set forth below.
- -------------------
(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
I of this Proxy Statement.
(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>
THE ILL FATED ATTEMPT TO MOVE FROM TEXAS
Three years ago the Trust Managers proposed to restructure the Trust as a
Maryland real estate investment trust, to increase its authorized capital and
to provide management with a variety of perquisites, including stock options and
golden parachutes. Pure World opposed that restructuring because it deemed the
proposal a blank check which could dilute the shareholders and entrench
management at the expense of shareholders rights. The proposal was defeated.
MANAGEMENT IGNORES ITS LARGEST SHAREHOLDER
After shareholders defeated management's proposal to restructure the Trust
in a form which Pure World believed was not in the interest of shareholders the
Trust Managers did not seek to meet with Pure World, the Trust's largest
shareholder. Believing that the Trust Managers had little of their own capital
at stake but hefty salaries and fees to protect, Pure World determined to try to
seek control of the Trust by electing its nominees as a majority of the Trust
Managers. At the 1994 and 1995 Annual Meetings, Pure World proposed its own
nominees for election as Trust Managers and although Pure World's nominees
failed to be elected by the two-thirds majority required by the Trust's By-laws
(incumbents need only a majority), Pure World's nominees did receive a plurality
of votes cast at the 1995 Annual Meeting.
The incumbents failed to elect themselves at both of these meetings but
continued in office under the so-called "hold-over provisions" of the By-laws.
Under the management of these hold-over Trust Managers, the fortunes of the
Trust, in Pure World's view, continued to decline. The Trust Managers, on the
other hand, continued to trumpet their performance to shareholders, particularly
the results of the Trust's lawsuit with Manufacturer's Life Insurance Company
("MLI"). This litigation recently settled with an agreement permitting the Trust
to repay the MLI Note at a discount of $8,439,000. But net losses have mounted
so quickly since Charles Wolcott became chief executive officer ($17,528,000)
that even if the Trust raises the equity to repay the discounted note, the
Trust's net worth under his management will have declined from $4.02 per share
at March 31, 1993 to $2.82 per share, on a pro forma basis including the
discount, as of September 30, 1996.
THE TRUST MANAGERS ASK THE COURT TO PROTECT THEM FROM THEIR SHAREHOLDERS
After failing to be re-elected for the second consecutive year, the
hold-over Trust Managers caused the Trust to sue Pure World and its Chairman in
the Federal District Court
<PAGE>
in Dallas for what Pure World believes are trumped up charges (3) to punish Pure
World for opposing the Trust Managers and to intimidate Pure World from further
opposition. Pure World then sued the Trust Managers for pursuing an illegal
entrenchment scheme and for waste and mismanagement. Pure World requested that
the Court remove the Trust Managers because they had lost the support of
shareholders and asked the Court to appoint a receiver who, in Pure World's
view, could be better trusted to protect the shareholders' interests. The Court
denied Pure World's motion, holding that the Texas REIT Act (the "Act") permits
Trust Managers to hold-over even though they fail in two consecutive elections
to be re-elected. ( In contrast, The Texas Business Corporation Act provides for
the appointment of a receiver if directors fail to be re-elected in two
consecutive meetings.) The Court's order can be appealed at the end of the case
but that is many months away.
PURE WORLD IS NOT INTIMIDATED
Pure World will not be intimidated and will continue to voice its concerns
about the competence and character of the Trust Managers. Pure World still
maintains that the Trust must change direction and seek alternatives for
improving, what Pure World believes, is a deteriorating financial situation. The
market price of the Trust shares has languished in the greatest bull market in
history. The Trust's performance, in our opinion, has been poor compared to its
peers in the industry.
ASK YOURSELF, ARE YOU BETTER OFF NOW SINCE WOLCOTT TOOK OVER?
Regarding your investment in the Trust, we ask you: Are you better off now
than you were three years ago when Charles Wolcott took over as chief executive?
If the answer is no then VOTE TO REMOVE the Trust Managers. If you wish to send
a message to the Trust Managers that you are tired of wasting corporate assets
in what we think is their scheme to entrench themselves at the expense of
shareholder interests, then VOTE against the re-election of the hold-over Trust
Managers. The hold-over Trust Managers can be removed by the affirmative vote of
a majority of outstanding shares. The hold-over Trust Managers can not be
re-elected if the votes against their re-election together with abstentions and
non-votes aggregate more than a majority of the outstanding shares. (See
"Required Vote and Manner of Voting" below.)
- --------------
(3) The Trust alleges in its complaint that Pure World failed to disclose
to shareholders that Pure World had discussed the purchase of the Trust's note
from Manufacturer's Life Insurance Company ("MLI") and that Pure World was a
member of an undisclosed group in violation of Federal securities law.
<PAGE>
IF YOU HAVE SUPPORTED MANAGEMENT NOW IS THE TIME TO CHANGE YOUR MIND
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" below.)
PROPOSAL I
REMOVAL OF THE HOLD-OVER TRUST MANAGERS
The Charter of the Trust provides that Trust Managers can be removed by the
affirmative vote of a majority of outstanding shares. For three years we have
been contending that the Trust has performed poorly not only in the absolute but
relative to its peers in the REIT industry. Charles Wolcott and William Bricker
have consistently defended their performance as Trust Managers and have
consistently predicted improved operating results. Who is right? Don't take our
word and don't take theirs. Look at the financial statements yourself or ask a
financial adviser you trust. We believe the truth is spelled out in black and
white, or in the case of the Trust, in red ink.
Since January of 1994 the Trust Management has amended the Trust numerous
times without shareholder approval. Among other things, the changes (1)
eliminate the Trust's obligation to report real estate values to shareholders
and (2) restrict the ability of shareholders to offer proposals at shareholders
meetings and to elect new Trust Managers.
THE COURT REJECTS RESTRICTIONS ON SHARE OWNERSHIP
The Trust Managers also attempted without shareholder approval to limit
share ownership to less than 9.8% but this time the Court struck down the
restrictions, declaring them unlawful. The Trust Managers publicly announced
that they would ask the Court to reconsider. But they did not. Instead they
again amended the By-laws to restrict share ownership without shareholder
approval and in total disregard for the Court's order. Again Pure World sought
assistance from the Court. Only when forced by Pure World's action, did the
Trust Managers bring the matter to the Court's attention and request it to
reconsider its order holding the restrictions to be illegal. Within hours of its
being filed, the Trust's motion to reconsider was rejected by the Court. In Pure
World's view, this contempt for the Court's order demonstrates that management
will do anything and spend anything to maintain their positions.
<PAGE>
IF LITIGATION EXPENSES WERE EARNINGS THIS TRUST WOULD BE BETTER OFF
After Pure World won a plurality at last year's Annual Meeting, what did
the Trust do? Did they ask to meet with Pure World? No! They sued. Remember, the
Trust sued Pure World and its Chairman, making serious allegations which Pure
World knows are baseless and which Pure World believes the Trust Managers know
are baseless. When the Trust Managers complain about the time and expense
incurred in proxy contests and litigation remember who sued first and who sued
rather than amicably discuss the Trust's future. For the Trust Managers now to
decry the cost of litigation and contention after forcing Pure World to expend
hundreds of thousands of its dollars compares to crying about being an orphan
after killing one's parents.
HOW CAN THE SHAREHOLDERS RID THEMSELVES OF BOTH CONTENDING PARTIES?
How can the shareholders remove the Trust from the controversy and
contention swirling between the Trust Managers and Pure World? We believe there
is only one way. Remove the Trust Managers and consequently remove these costly
confrontations. Pure World for its part has already agreed not to seek control
of the Trust or to request the Court to appoint Pure World or any Pure World
affiliate to manage the Trust.
WE URGE YOU TO VOTE TO REMOVE THE TRUST MANAGERS!
From public filings, oral conversations and writings, Pure World knows that
the Trust has received proposals to acquire, invest in or merge with the Trust
which never have been presented to shareholders. Even with the discount in debt
afforded by the settlement with MLI, the Trust faces an uncertain future. To
make the final payment due in March it is likely that the Trust must secure
additional equity financing. This management owns relatively few shares of the
Trust but rakes in substantial salaries, bonuses, benefits and fees. Ask
yourself this question. When these Trust Managers pursue capital for the Trust,
which will this management seek to protect more - your share values or their
salaries?
If the Trust Managers are removed, Pure World will seek to have the Court
appoint one or more independent persons to manage the Trust. We are concerned
that the hold-over Trust Managers may be willing to dilute the shareholders in
order to protect their management perquisites. If you share our concern VOTE TO
REMOVE!
<PAGE>
PROPOSAL 2
SEND THE TRUST MANAGERS A MESSAGE
PREVENT THE RE-ELECTION
OF THE HOLD-OVER TRUST MANAGERS
We believe that Bricker and Wolcott are relics from a past which has seen
market value drop from $15 per share in 1986 to $1 7/8 as of this date. We think
the Trust has performed particularly poorly when compared to its peer group in
the industry. However, because the Trust has adopted By-laws (without
shareholder approval) that require a non-incumbent to obtain the votes of
two-thirds of all outstanding shares, we believe, it is virtually impossible to
elect non-incumbents as Trust Managers. The Court has held that under the Act,
and the Trust's By-laws, the Trust Managers may stay in office even if they are
never re-elected by the shareholders. We believe however that you should vote
against the re-election of these hold-over Trust Managers anyway. In our view, a
negative vote would at least reaffirm that the Trust Managers have lost the
support of the shareholders and would send a message that you demand a change in
management.
You should vote to remove the Trust Managers, but even if you do not vote
to remove the Trust Managers you should vote to prevent the re-election of the
Trust Managers if you are unhappy with the progress of the Trust and are
concerned that these Trust Managers are not operating the Trust in the interests
of shareholders.
VOTE TO REMOVE THE HOLD-OVER TRUST MANAGERS !
SEND THEM A MESSAGE!
VOTE TO PREVENT THE RE-ELECTION OF THE TRUST MANAGERS!
REQUIRED VOTE AND MANNER OF VOTING
Trust Managers may be removed by the affirmative vote of the majority of
outstanding Trust Shares (4,537,701). If more than a majority of outstanding
Trust Shares vote against the hold-over Trust Managers, abstain or do not vote ,
the Trust Managers will not be re-elected but they may continue in office as
hold-over Trust Managers. Valid proxies will be voted as instructed therein, but
absent instructions will be voted FOR the removal of incumbent Trust Managers;
FOR the prevention of the re-election of the hold-over Trust Managers and FOR
the ratification of Ernst & Young LLP, as the Trust's auditors for the 1996
fiscal year and in the discretion of the proxies on any other matter that comes
before
<PAGE>
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 I and II. Therefore, if you want the Trust Managers to be
removed, or otherwise prevent their re-election, 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.
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 $25,000
inclusive of $10,000 payable to Beacon Hill Partners, Inc. Pure World has
determined to seek in the lawsuit brought against it by the Trust, the
reimbursement of all of Pure World's expenses in opposing the Trust Managers,
including litigation expense and proxy costs.
Very truly yours,
PURE WORLD, INC.
<PAGE>
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
<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 29, 1996, Pure World beneficially owned 907,000 shares ("Shares") of
the Trust or approximately 9.99% of the total Trust Shares outstanding.
Pure World has 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. Commencing in August 1996,
the Trust and Pure World have had discussions concerning the possible settlement
of the lawsuit between the Trust and Pure World however no agreements were
concluded. Trust Shares purchased by Pure World, including Shares purchased in
the past sixty days, are listed on Schedule 2.
<TABLE>
<CAPTION>
DIRECTORS AND EXECUTIVE OFFICERS OF PURE WORLD
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 38.28%(1)
211 Pennbrook Road
Far Hills, NJ 07931
John W. Galuchie, Jr. Executive Vice President 28.68%(1)
376 Main Street
Bedminster, NJ 07921
Mark Koscinski Senior Vice President *
376 Main Street
Bedminster, NJ 07921
Voldemar Madis Vice Chairman *
375 Huyler Street
S. Hackensack, NJ 07606
Mark W. Jaindl Director 1.89%
3150 Coffeetown Road
Orefield, PA 18069
William Mahomes, Jr. Director *
2200 Ross Ave., Suite 2700
Dallas, TX 75201
Alfredo Mena Director *
P.O. Box 520656
Miami, FL 33152
*Less than 1%
(1) Includes 27.55% 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.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SCHEDULE 2
PURCHASES AND SALES OF TRUST SHARES
BY PURE WORLD, INC. (1)
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 2147.50
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 continued on next page)
<PAGE>
(table continued from previous page)
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
09/17/96 19,000 2.00 38,570.00
-------------
908,200 $1,877,843.00
</TABLE>
<TABLE>
<CAPTION>
Date Number of Price
Sold Shares Sold Per Share Total
- ---------- ---------------- ----------- -------------
<S> <C> <C> <C>
12/17/93 1,200 $2.125 $ 2,523.41
907,000 $1,875,418.83*
======= =============
(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.
</TABLE>
<PAGE>
PRELIMINARY PROXY CARD
American Industrial Properties REIT
Annual Meeting To Be Held On December 18, 1996
This Proxy Is Being 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 18, 1996 at **A.M. at ************************************** (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 PROPOSAL
TO PREVENT THE RE-ELECTION OF THE TRUST MANAGERS 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.
1. To remove Trust Managers, William Bricker , Charles Wolcott and Robert Giles
FOR_____ ABSTAIN_____ AGAINST_____
[REVERSE]
<PAGE>
2. To prevent the re-election of the Trust Managers listed below and vote
against such nominees:
Charles Wolcott ______FOR ______ABSTAIN ______AGAINST
William Bricker ______FOR ______ABSTAIN ______AGAINST
Robert Giles ______FOR ______ABSTAIN ______AGAINST
3. Ratification of appointment of Ernst & Young LLP as independent auditors for
the year ended December 31, 1996.
FOR______ ABSTAIN______ AGAINST______
The undersigned acknowledges receipt of the accompanying Notice of Annual
Meeting of Shareholders and Proxy Statement for the December 18, 1996 meeting.
Dated: __________________________________, 1996
_______________________________________________
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.
