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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 4)*
American Industrial Properties REIT
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(Name of Issuer)
Shares of Beneficial Interest
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(Title of Class of Securities)
026791-10-3
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(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz,
1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 26, 1995
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(Date of Event which Requires Filing of this Statement)
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 box [ ].
Check the following box 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 page 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).
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CUSIP No. 026791-10-3
Pursuant to Rule 13d-1(f)(1), this Amendment No. 4 to Schedule 13D
Statement is filed jointly on behalf of Black Bear Realty, Ltd., an Ohio
limited liability company (the "Fund"), Christopher L. Jarratt of Nashville,
Tennessee (the Fund and Mr. Jarratt are sometimes referred to as the
"Purchasers"), and Jarratt Associates, Inc., a Tennessee corporation ("Jarratt
Associates").
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented by the following:
Reference is hereby made to that certain letter dated December 26, 1995,
from the Fund to the Board of Trust Managers of American Industrial Properties
REIT (the "December 26, 1995 Letter"), attached hereto as Exhibit 7.7.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.6 -- Joint Filing Agreement
Exhibit 7.7 -- December 26, 1995 Letter
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CUSIP No. 026791-10-3
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: December 29, 1995 BLACK BEAR REALTY, LTD.
/s/ Richard M. Osborne
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Richard M. Osborne, Managing Member
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: December 29, 1995 /s/ Christopher L. Jarratt
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Christopher L. Jarratt
JARRATT ASSOCIATES, INC.
/s/ Christopher L. Jarratt
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Christopher L. Jarratt, President
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Exhibit Index
<TABLE>
<S> <C> <C>
Exhibit 7.6 -- Joint Filing Agreement
Exhibit 7.7 -- December 26, 1995 Letter
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EXHIBIT 7.6
AGREEMENT OF JOINT FILING
Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of
1934, as amended, the undersigned persons hereby agree to file with the
Securities and Exchange Commission, the Statement on Schedule 13D (the
"Statement") to which this Agreement is attached as an exhibit, and agree that
such Statement, as so filed, is filed on behalf of each of them.
This Agreement may be executed in counterparts, each of which when so
executed shall be deemed to be an original, and all of which together shall be
deemed to constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement.
Dated: December 29, 1995 BLACK BEAR REALTY, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Managing Member
/s/ Christopher L. Jarratt
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Christopher L. Jarratt
JARRATT ASSOCIATES, INC.
By: /s/ Christopher L. Jarratt
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Christopher L. Jarratt, President
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EXHIBIT 7.7
BLACK BEAR REALTY, LTD.
7001 Center Street
Mentor, Ohio 44060
December 26, 1995
Board of Trust Managers
American Industrial Properties REIT
6220 North Beltline, Suite 205
Irving, Texas 75063
Attention: Mr. Charles W. Wolcott
Mr. William H. Bricker
Gentlemen:
On behalf of Black Bear Realty, Ltd. (the "Fund"), I would like to take
this opportunity to confirm the proposals previously made to both of you, as
well as the proposal I made at the recent annual meeting of shareholders of
American Industrial Properties REIT (the "Trust"). I believe that the Fund's
proposals will enable the Fund to make a significant contribution, along with
current management of the Trust, to grow the Trust and restore it to
profitability.
The Fund proposes the following transactions:
1. The Fund would be permitted to purchase up to 30% of the outstanding
shares of beneficial interest of the Trust, including the
approximately 925,000 authorized but unissued shares of the Trust.
The Fund would pay to the Trust $3.00 per share for the authorized
but unissued shares. The $3.00 per share represents an approximate
60% premium over the current market price of the Trust's stock. The
stock purchase by the Fund would result in an immediate equity
infusion into the Trust of approximately $2.8 million.
The Fund would purchase the remaining shares, up to the 30% limit, in
open-market or privately-negotiated transactions with Trust
shareholders. Whether the Fund would exercise its right to acquire
up to 30% of the outstanding shares would depend on future market
conditions and developments with respect to the Trust. The Fund will
not purchase shares that in any manner would jeopardize the Trust's
status as real estate investment trust under the Internal Revenue
Code.
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Black Bear Realty, Ltd.
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Board of Trust Managers
December 26, 1995
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To enable the Fund to acquire the shares, the Fund requests that the
Board of Trust Managers of the Trust exercise its discretionary
authority to exempt the Fund from the 9.8% limit set forth in Article
IX of the Trust's Bylaws. As I have indicated previously, the Fund
may, but has no present plans or proposals for, challenging the
legality of the imposition of the 9.8% limit.
2. In exchange for the Fund's substantial commitment to the Trust, the
current members of the Board will increase the size of the Board to 5
and elect me and two nominees selected by the Fund as members of the
Board. I would be named Chairman of the Board, and I, along with the
current members of the Board, would be empowered to negotiate with
Manufacturers Life Insurance Company regarding the Trust's
outstanding debt and pending lawsuit. I would not take any
compensation as Chairman of the Board, other than the standard
compensation paid to all members of the Board.
3. The Trust would enter into employment agreements with Charles W.
Wolcott, President and Chief Executive Officer, and Marc A. Simpson,
Chief Financial Officer. The agreements would be typical of similar
agreements in the REIT industry and would be designed to more closely
align the interests of the Trust's two most senior executives with
shareholder performance. As part of the employment agreements, the
Fund would enter into definitive written agreements to grant (a) to
Mr. Wolcott an option for up to 15% of the Trust's shares owned by
the Fund on the date of the grant, exercisable for five years, at
$3.00 per share, and (b) to Mr. Simpson an option for up to 5% of the
Trust's shares owned by the Fund on the date of the grant,
exercisable for five years, at $3.00 per share. Because the option
is being granted by the Fund, and not the Trust itself, no other
Trust shareholder will suffer any dilution as a result of the option.
4. As I indicated at the recent annual meeting of the Trust, the Fund
would be willing to pay up to $75,000 to have an MAI appraisal done
of the Trust's properties for the current year. I believe the
appraisal would be a benefit to all Trust shareholders because it
would provide them with a current market evaluation of the properties
and enable us to formulate a strategic plan to commence the growth of
the Trust.
The proposals contained in this letter are not subject to any due
diligence or financing contingencies or settlement of the Manufacturers Life
lawsuit.
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Black Bear Realty, Ltd.
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Board of Trust Managers
December 26, 1995
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I am certain that you can appreciate that with firm proposals of this
kind, time is of the essence. Consequently, the Fund requests that you respond
to its offer no later than 5:00 Cleveland, Ohio time on January 10, 1996.
After that time, the proposals contained herein will become null and void. Of
course, I and my legal advisors are available to meet with you prior to that
time to discuss our proposals in further detail.
Because of the significance of the proposals that the Fund is making, this
letter will be filed with the Securities and Exchange Commission.
I look forward to working with both of you to complete the proposals
outlined in this letter, and to the resulting opportunity they will provide to
the Trust.
Very truly yours,
BLACK BEAR REALTY, LTD.
/s/ Richard M. Osborne
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Richard M. Osborne, Managing Member
