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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement
[_] Definitive Proxy Statement
[_] Definitive Additional Materials
[X] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
American Industrial Properties REIT
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(Name of Registrant as Specified In Its Charter)
American Industrial Properties REIT
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(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (check the appropriate box):
[_] $125 per Exchange Act Rules 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:
(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:*
(4) Proposed maximum aggregate value of transaction:
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* Set forth the amount on which the filing fee is calculated and state how
it was determined.
[_] 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:
Notes:
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[LETTERHEAD OF AMERICAN INDUSTRIAL PROPERTIES APPEARS HERE]
AMERICAN INDUSTRIAL PROPERTIES
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R E I T
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November 15, 1994
AN IMPORTANT REMINDER
Dear Fellow Shareholder:
Proxy materials for the Annual Meeting of Shareholders of American
Industrial Properties REIT, scheduled to be held on November 21, 1994, have
recently been sent to you.
According to our records, your proxy for this meeting has not yet been
received. Regardless of the number of shares you own, it is important that they
be represented and voted at the meeting.
Since the time remaining is extremely short, we encourage you to sign, date
and mail your enclosed WHITE PROXY CARD immediately. We urge you not to sign any
blue proxy cards you receive from Paul Koether, American Holdings or their
associates.
. If your shares are held in "street name," only your broker or
banker can vote your shares and only upon receipt of your specific
instructions. Please return the WHITE PROXY CARD in the envelope
provided or contact the person responsible for your account and
instruct that individual to vote a WHITE PROXY CARD on your behalf
today.
. If you have executed American Holdings' blue proxy card, you have
every right to change your vote by signing, dating and returning
the enclosed WHITE PROXY CARD. Any proxy may be revoked by a later-
dated proxy. ONLY YOUR LATEST-DATED PROXY WILL COUNT AT THE ANNUAL
MEETING OF SHAREHOLDERS.
. If you have any questions or need assistance in voting your shares,
please feel free to contact me, Charles Wolcott, at our toll-free
number, 1-800-550-6053, or contact D.F. King & Co., Inc. at
1-800-669-5550.
Thank you for your continued support and cooperation.
On behalf of your Trust Managers,
/s/ C W Wolcott
Charles W. Wolcott
President
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AMERICAN INDUSTRIAL PROPERTIES REIT
THIS PROXY IS SOLICITED ON BEHALF OF THE TRUST MANAGERS OF THE TRUST FOR THE
ANNUAL MEETING TO BE HELD NOVEMBER 21, 1994
P The undersigned hereby appoints William H. Bricker and Charles W. Wolcott,
R or either of them, as Proxies, each with the power to appoint his
O substitute, and hereby authorizes either of them to represent and to vote
X all of the undersigned's Shares of Beneficial Interest in the Trust held of
Y record on September 29, 1994, at the Annual Meeting of Shareholders to be
held on November 21, 1994 or at any postponements or adjournments thereof,
on the proposals as directed.
Proposal 1. Election of Trust Nominees: William H. Bricker
Managers. Raymond A. Hay
Charles W. Wolcott
Proposal 2. Ratification of the
selection of Ernst &
Young as independent
auditors.
Proposal 3. In their discretion, on
such other matters as may
properly come before the
Annual Meeting or any
postponements or
adjournments thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DESCRIBED
ABOVE. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE FIRST AND
SECOND PROPOSALS AND AT THE DIRECTION OF THE PROXIES WITH RESPECT TO THE THIRD
PROPOSAL. PLEASE SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES ON THE
REVERSE SIDE.
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[X] PLEASE MARK YOUR VOTES AS IN THIS EXAMPLE.
SHARES IN YOUR NAME REINVESTMENT SHARES
FOR WITHHELD
1. Election of Trust Managers / / / /
(see reverse).
FOR AGAINST ABSTAIN
2. Ratification of appointment of / / / / / /
Ernst & Young as independent auditors
FOR AGAINST ABSTAIN
3. In their discretion, on such other / / / / / /
matters as may properly come before the
Annual Meeting or any postponements or
adjournments thereof.
For, except vote withheld from the following nominee(s):
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THE TRUST MANAGERS RECOMMEND A VOTE FOR ITEMS 1 AND 2.
SIGNATURE(S) ________________________ DATE ____________________________________
SIGNATURE(S) ________________________ DATE ____________________________________
NOTE: PLEASE SIGN EXACTLY AS NAME APPEARS HEREON. JOINT OWNERS SHOULD EACH
SIGN. WHEN SIGNING AS ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR
GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH.
IF THE SIGNOR IS A CORPORATION, PLEASE SIGN THE FULL CORPORATE NAME, BY
DULY AUTHORIZED OFFICER.
