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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.1)*
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)
Mark 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)
August 23, 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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<TABLE>
SCHEDULE 13D
CUSIP NO. 74435P-20-3
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Black Bear Realty, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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NUMBER OF 7 SOLE VOTING POWER
SHARES 860,800
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 860,800
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
860,800
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.5%
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14 TYPE OF REPORTING PERSON*
OO
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</TABLE>
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CUSIP No. 026791-10-3
Pursuant to Rule 13d-1(f)(1), this Amendment No. 1 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"), for the purpose of reporting (1) certain acquisitions by Black
Bear Realty, Ltd. of shares of beneficial interest, $0.10 par value per share
(the "Shares"), of American Industrial Properties REIT, a Texas equity real
estate investment trust ("American Industrial"), and (2) the request by Mr.
Jarratt for an American Industrial shareholder list.
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 is amended and supplemented by the following:
The Shares reported herein as having been acquired by the Fund were
acquired for the approximate aggregate purchase price of $270,000, which was
contributed to the Fund by Richard M. Osborne, the sole managing member of the
Fund, from his personal funds. The Fund s obligation to Mr. Osborne for this
amount is evidenced by a demand promissory note, which is attached as Exhibit
7.1 to the Schedule 13D Statement filed by the Purchasers and Jarratt
Associates on September 1, 1995 (the "Original Schedule 13D").
Item 4. Purpose of Transaction.
The first sentence of Item 4(j) is replaced in its entirety by the
following:
(j) On September 12, 1995, Mr. Jarratt sent a letter to Charles W.
Wolcott, President of American Industrial, requesting that American Industrial
deliver to Mr. Jarratt an American Industrial shareholder list for the purpose
of communicating with other shareholders about the affairs of American
Industrial.
Item 5. Interest in Securities of the Issuer.
Item 5 is amended and supplemented by the following:
(a) According to the most recently available filing with the Securities
and Exchange Commission by American Industrial, there are 9,075,400 Shares
outstanding.
The Fund beneficially owns 860,800 Shares, or approximately 9.5% of the
outstanding Shares. As sole managing member of the Fund, Mr. Osborne may be
deemed to beneficially own such Shares.
Mr. Jarratt beneficially owns 25,000 Shares, or less than 1% of the
outstanding Shares. Jarratt Associates does not beneficially own any Shares.
As a result of the ownership of Shares by Mr. Jarratt and the agreement between
the Fund and Jarratt Associates which is described in the Original Schedule 13D
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CUSIP No. 026791-10-3
and attached as Exhibit 7.2 thereto, the Fund, Mr. Jarratt and Jarratt
Associates may be deemed members of a group under Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended. Together, the Purchasers
beneficially own 885,800 Shares, or approximately 9.8% of the outstanding
Shares.
(b) Mr. Osborne as sole managing member of the Fund has sole power to
vote, or to direct the voting of, and the sole power to dispose or to direct
the disposition of, the 860,800 Shares owned by the Fund.
Mr. Jarratt has sole power to vote, or to direct the voting of, and the
sole power to dispose or to direct the disposition of, the 25,000 Shares owned
by him.
(c) During the past 60 days and in addition to the transactions reported
in the Original Schedule 13D, the Fund has purchased the Shares in open market
transactions as set forth below:
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<CAPTION>
Approximate Per Share Price
Date Number of Shares (Excluding Commissions)
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<C> <C> <C>
September 1, 1995 15,000 $1.75
September 5, 1995 4,500 $1.75
September 6, 1995 8,700 $1.75
September 7, 1995 1,600 $1.75
September 8, 1995 2,300 $1.75
September 11, 1995 2,100 $1.75
September 12, 1995 200 $1.75
September 13, 1995 900 $1.75
September 14, 1995 98,900 $1.87
September 15, 1995 7,000 $1.88
September 19, 1995 102,000 $1.88
</TABLE>
Mr. Jarratt has not acquired any Shares in the past 60 days.
Item 7. Material to be Filed as Exhibits.
<TABLE>
<S> <C> <C>
Exhibit 7.4 -- Joint Filing Agreement
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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: September 20, 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: September 20, 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 7.4 -- Joint Filing Agreement
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EXHIBIT 7.4
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: September 20, 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
