SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 13)*
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: November 12, 1996
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: 907,000
8. SHARED VOTING POWER:
9. SOLE DISPOSITIVE POWER: 907,000
10. SHARED DISPOSITIVE POWER:
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 907,000
12. CHECK BOX IS THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES:
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 9.99%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
This Amendment No. 13 (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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended by the addition of the following:
Since the date of the last filing, Pure World has acquired an additional
19,000 Shares at an aggregate purchase price of $38,570.00, including any
brokerage commissions. Pure World purchased the Shares with working capital.
Item 4. PURPOSE OF TRANSACTION.
Item 4 is amended hereby to add the following:
On September 9, 1996, the United States District Court in Dallas granted
Pure World's Motion for Partial Summary Judgment against the Trust invalidating
Bylaws which purported to restrict share ownership. The Trust subsequently
amended its Bylaws again to restrict share ownership. Pure World then moved in
court to invalidate the newly enacted Bylaw and to enjoin the Trust from
enacting any further Bylaws to restrict share ownership. On October 25, after
Pure World filed its motion, the Trust filed its own motion asking the court to
reconsider its original decision. The court denied the Trust's motion to
reconsider within hours of receiving it. On November 12, 1996, the court granted
Pure World's application for an injunction, the effect of which was to
invalidate the Bylaws restricting share ownership and to enjoin the Trust from
enacting any further Bylaws to restict share ownership.
A copy of the Court's Order is attached as Exhibit D.
On November 15, 1996, Pure World, Inc. announced that it was engaged in
ongoing discussions to resolve its disputes with the Trust, including the
settlement of all pending litigation. Due to the anticipated settlement, the
Trust announced that it had canceled its Annual Meeting of Shareholders
scheduled for December 18, 1996.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended to add the following:
(a) As of the close of business on November 14, 1996, Pure World
beneficially owned 907,000 Shares, representing 9.99% of the 9,075,400 Shares
reported as outstanding in the IND's Form 10-QSB for the quarter ended
September 30, 1996.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 is hereby amended to update the information provided as follows:
Exhibit C - Transactions in Shares effected in the past 60 days and
not previously reported.
Exhibit D - Court Order.
<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: November 15, 1996
PURE WORLD, INC.
/s/ John W. Galuchie, Jr.
-----------------------------
John W. Galuchie, Jr.
Executive Vice President
<PAGE>
EXHIBIT C
<TABLE>
<CAPTION>
<S> <C> <C>
NUMBER OF PRICE
DATE SHARES PURCHASED PER SHARE*
- -------- ---------------- ----------
09/19/96 19,000 $2.00
* Exclusive of brokerage commissions.
</TABLE>
<PAGE>
EXHIBIT D
FILED U.S. DISTRICT COURT
NORTHERN DISTRICT OF TEXAS
NOVEMBER 12, 1996
BY: NANCY DOHERTY, CLERK
IN THE UNITED STATES DISTRICT COURT
FOR THE NORTHERN DISTRICT OF TEXAS
DALLAS DIVISION
AMERICAN INDUSTRIAL -
PROPERTIES REIT, -
-
Plaintiff, -
-
v. - Civil No. 3:96-CV-0068-H
-
PURE WORLD, INC. AND PAUL O. -
KOETHER, -
-
Defendants, -
-
- ------------------------------- -
-
PURE WORLD, INC. -
-
Counter-plaintiff, -
-
v. -
-
AMERICAN INDUSTRIAL -
PROPERTIES REIT, -
-
Counter-defendant, -
-
- ------------------------------- -
-
PURE WORLD, INC. individualy -
and on behalf of AMERICAN -
INDUSTRIAL PROPERTIES REIT, -
-
Third party plaintiffs, -
-
v. -
-
CHARLES W. WOLCOTT and -
WILLIAM H. BRICKER, -
-
Third party defendants. -
ORDER
-----
Before the Court is Pure World, Inc.'s Application for Preliminary
Injunction, filed
<PAGE>
October 17, 1996; Affidavit of Jason Bergmann, filed October 17, 1996; Affidavit
of Paul O. Koether, filed October 17, 1996; Strougo's Joinder in Pure World's
Application for Preliminary Injunction, filed October 23, 1996; AIP's Response,
filed October 25, 1996; Affidavit of Charles W. Wolcott, filed October 25, 1996;
Objections to Affidavit of Charles W. Wolcott, filed October 29, 1996; and
Reply, filed October 29, 1996.
Pure World's objection to paragraph 5 of the Wolcott Affidavit is
OVERRULED. Pure World's objection to paragraph 6 of the Wolcott Affidavit is
GRANTED. The statement is inadmissible hearsay. SEE Fed. R. Evid. 801, 802.
Accordingly, paragraph 6 is STRICKEN.
Pure World requests that the Court enjoin enforcement of two Articles from
AIP's Fourth Amended Bylaws--Article IX, which the Court invalidated by its
September 9, 1996 Order; and Article XIII, which was adopted on September 23,
1996 and contains similar restrictions on share ownership, transfer, and voting.
After considering the legal arguments of counsel, the affidavits, and the
relevant authorities, the Court is of the opinion that Pure World's Application
for Preliminary Injunction should be, and it is, GRANTED. Pure World has
satisfied the requirements by demonstrating that (1) it has a substantial
likelihood of success on the merits; (2) there is substantial threat of
irreparable harm if the injunction is not granted; (3) the threatened injury to
the applicant outweighs the threatened harm to the Trust; and (4) the granting
of the preliminary injunction will not disserve the public interest. SEE Order
granting Pure World's Motion for Partial Summary Judgment--Excess Shares, dated
September 9, 1996 (invalidating Article IX of AIP's Fourth Amended Bylaws
because the bylaws are inconsistent with the Declaration of Trust and with the
requirements of the Texas REIT Act); ROHO, INC. V. MARQUIS. 902 F.2d 356,358
(5th Cir. 1990) (preliminary injunction standard); SAN FRANCISCO REAL ESTATE
INVESTORS V. REAL ESTATE INVESTMENT TRUST OF AMERICA, 701 F.2d 1000, 1003-1005
(1st Cir. 1993) (district court erred in refusing to grant tender offeror's
preliminary injunction against enforcement of target real estate investment
trust's bylaw that precluded any person from owning more than 9.8% of
outstanding shares because lost opportunity to seek control of the target REIT
constituted irreparable harm and tender offeror demonstrated a likelihood of
success on the merits of its claim that the bylaw was not authorized by the
declaration of trust); TILTON V. SMITH, 827 F. Supp. 404, 406 (N.D. Tex. 1993)
(preliminary injunction standard); PACIFIC REALTY TRUST V. APC INVESTMENTS,
INC., 651 P.2d 163, 165 (Or. App. 1982) (trustees could not lawfully adopt bylaw
restricting transferability of trust shares in way different from and more
stringent than provided in declaration of trust), REVIEW DENIED, 655 P.2d 179
(Or. 1982), REVIEW DISMISSED, 656 p.2d 944 (Or. 1982).
<PAGE>
Accordingly, pending a trial on the merits of this case, the Court
ENJOINS AIP, its trust managers, agents, employees and attorneys from enforcing
the provisions of Article IX and Article XIII of AIP's Fourth Amended Bylaws.
The Court further ENJOINS AIP from adopting or implementing any bylaws that
attempt to limit the number or percentage of AIP shares which any current or
future shareholder of AIP may purchase or own or that attempt to restrict the
rights appurtenant to those shares.
SO ORDERED.
DATED: November 12, 1996
/s/ Barefoot Sanders
----------------------------
BAREFOOT SANDERS
SENIOR U.S. DISTRICT JUDGE
NORTHERN DISTRICT OF TEXAS
