SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
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 o
Check the appropriate box:
o Preliminary Proxy Statement o Confidential, for Use of the
o Definitive Proxy Statement Commission Only (as permitted
x Definitive Additional Materials by Rule 14a-6(e)(2))
o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
AMERICAN INDUSTRIAL PROPERTIES REIT
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
o $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or
14a-6(i)(2) or Item 22(a)(2) of Schedule 14A.
o $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
o 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:
(5) Total fee paid:
x Fee paid previously.
o 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:
American Industrial Properties Letterhead appears here.
****NOTICE****
PLEASE VOTE AMERICAN INDUSTRIAL PROPERTIES'
ENCLOSED BLUE PROXY CARD.
November 28, 1995
Dear Fellow Shareholders:
American Industrial Properties has in the past always sent a
white proxy card to its shareholders; however, for this
years' annual meeting, we have been required to use a BLUE
PROXY CARD because Paul Koether has initiated another
hostile proxy contest and this time Koether is using a
white proxy card to wage his campaign.
Koether is continuing to waste the Trust's and your time and
money on what we believe is yet another expensive and
unproductive attempt to seize control of the Trust. He has
changed the name of his company from American Holdings to
Pure World and has sent you a white proxy card even though
he has always used a blue proxy card in prior campaigns
against the Trust. We believe Koether is attempting to
confuse shareholders and mislead those who have rejected his
agenda in the past into voting for him and his associates by
using a white proxy card.
SAME OLD AGENDA KOETHER'S AGENDA
In previous correspondence to you, we questioned Koether's
changing agenda and whether he was being straightforward
about his intentions towards the Trust. Koether began by
claiming that his company, American Holdings, was in the
real estate business. Now he has abandoned that claim and
instead describes his renamed company, Pure World, as being
in the "natural products" business. In his current proxy
materials, he once again refuses to disclose his plans for
the Trust. We believe that Koether's constantly changing
story is meant to disguise his true agenda, which we believe
is solely for his benefit and not for the benefit of all
shareholders. The question is what is Koether's true
agenda?
Is it liquidation? Koether stated last year that the
Trust should be liquidated.
Is it a sale of the Trust? Koether then stated that we
should sell the Trust.
Is it to rely on Koether to successfully grow the
Trust? Koether finally stated in his proxy materials
last year that shareholders should rely on him to grow
the Trust.
OR
IS KOETHER SEEKING CONTROL TO FURTHER HIS OWN AGENDA?
We believe that Koether wants to seize control of a publicly
traded operating company to accommodate his hidden agenda.
But he refuses to share that agenda with the shareholders of
the Trust, resorting instead to vague promises to "maximize
shareholder value". Ask yourself, how can Koether possibly
maximize shareholder value if he doesn't have a plan, and if
he does have a plan, why does he continue to conceal it from
you.
Whatever Koether's plans may be, we believe it is safe to
assume that they serve his interests and not those of the
Trust and its shareholders. Shareholders should be aware
that Koether and his associates have been labeled
greenmailers by several courts. In addition, Koether has
never (according to SEC reports) distributed a single cash
dividend to the common shareholders of Pure World since he
seized control of that company in 1988 when it was known as
Computer Technologies.
KOETHER'S "BACK DOOR" PROPOSAL
Koether has proposed several amendments to the Trust's
Bylaws, all of which are designed to promote his agenda
which you, as shareholders of the Trust, rejected last year
when Koether failed to receive the vote necessary to elect
his nominees as Trust Managers. In trying to promote these
self-serving amendments, Koether has failed to inform you of
the following:
The Bylaws of the Trust, consistent with the Texas
REIT Act, have always provided that a 66 2/3% vote of
all outstanding shares is required to elect new Trust
Managers. Your current Trust Managers were validly
elected under this standard.
Koether is attempting to circumvent the Bylaws of
the Trust by his "back door" proposal to amend the
provisions related to future amendments of the Bylaws,
including the voting provisions. We have prevented
Koether's attempt by clarifying the Bylaws to
specifically state that a 66 2/3% vote is required to
amend provisions which currently require a 66 2/3% vote
(such as the election of new Trust Managers).
Notwithstanding this 66 2/3% requirement, Koether has
threatened court action if he gets a majority vote and
the Trust Managers refuse to conform to his amendments.
We believe that this litigation would be a wasteful and
unproductive exercise for the Trust and ultimately not
successful for Koether.
Koether doesn't tell you that all other NYSE-
listed REITs formed under the Texas REIT Act, including
Weingarten Realty Investors, Camden Property Trust and
Columbus Realty Trust, require a 66 2/3% vote to elect
Trust Managers. We believe this is because Koether
doesn't want to acknowledge that the Trust's Bylaws are
consistent with the Texas REIT Act and with industry
practice for other Texas REITs.
Why is Koether attempting to promote these "back door"
amendments to change the voting provisions of the Trust?
The answer is simple -- we believe Koether wants to seize
control of the Trust by any means possible to further his
own agenda. In fact, Koether himself has admitted to
utilizing coercive tactics to achieve his agenda. In his
current proxy, Koether states that "If our nominees are
elected, these endless and senseless confrontations will
end". Please be assured that we will not be coerced in this
manner into accepting Koether's agenda, which we believe is
not in the best interests of the Trust or its shareholders.
KOETHER'S CAMPAIGN OF MISINFORMATION
In his attempt to gloss over his purported Bylaw amendments,
Koether has complained about the Trust's recent amendments
to the Bylaws. Not surprisingly, Koether has completely
misstated the effect of and the reasons for these Bylaw
changes, which have been made to conform the Trust to recent
modifications in the Texas REIT Act and otherwise to align
the Trust with standard practices in the REIT industry. The
Trust's Bylaws have always provided for a 66 2/3% vote of
all outstanding shares to elect new Trust Managers.
Koether's allegation that the Trust Managers have amended
the Bylaws to override previous shareholder votes is
outrageous and simply untrue.
In summary, we believe that Koether has again chosen to
engage your Trust in a time consuming and wasteful proxy
contest simply to promote his own agenda. Because we believe
it is important to keep you informed, we will be
communicating with you throughout this process to ensure you
receive all the information necessary to vote your proxy.
We urge you to vote the TRUST'S BLUE PROXY CARD and once
again reject Koether's attempt to seize control of the
Trust. If you have any further questions, please feel free
to call us at our toll free number 1-800-550-6053, and ask
to speak with me. I will look forward to your call.
Very truly yours,
AMERICAN INDUSTRIAL PROPERTIES REIT
/s/ Charles W. Wolcott
Charles W. Wolcott
President and CEO
IMPORTANT
1. Be sure to vote only on the TRUST'S BLUE PROXY
CARD. WE URGE YOU NOT TO SIGN ANY WHITE PROXY CARDS YOU
RECEIVE FROM PURE WORLD, PAUL KOETHER OR THEIR
ASSOCIATES.
2. 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 TRUST'S BLUE PROXY CARD in the envelope
provided or contact the person responsible for your
account and instruct that individual to vote the
TRUST'S BLUE PROXY CARD on your behalf today.
3. If you have executed Pure World's white proxy card
you have every right to change your vote by signing,
dating and returning the TRUST'S BLUE 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.
4. 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 Corporate Investor Communications at 1-
800-346-7885.
5. If you wish to vote on Pure World's proposal to
amend the Bylaws, you may do so on the TRUST'S BLUE
PROXY CARD.
6. If you do not indicate how your shares should be
voted, the Proxy will be voted AGAINST Pure World's
proposal and in the discretion of the proxies with
respect to all other matters that may properly come
before the meeting.
(PROXY CARD)
AMERICAN INDUSTRIAL PROPERTIES REIT
This Proxy is Solicited on Behalf of the Trust Managers
of American Industrial Properties REIT
Annual Meeting to be held December 13, 1995
P The undersigned hereby appoints William H. Bricker
and
R Charles W. Wolcott, and each of them, as Proxies, each
O with the power to appoint his substitute, and hereby
X authorizes them to represent and vote all of the
Y undersigned's Shares of Beneficial Interest in the
Trust,
held of record on November 9, 1995, at the Annual
Meeting
of Shareholders to be held on December 13, 1995 or at
any
postponements or adjournments thereof, on the proposals
set forth on the reverse side, as directed.
This proxy, when properly executed, will be voted
in the manner described above. If no direction is
made, the Proxy will be voted FOR the first and second
proposals and AGAINST the third proposal. The Proxies
will vote with respect to the fourth proposal according
to their best judgment. Please sign exactly as your
name appears on your Share certificate. When Shares
are held in more than one name, all parties should
sign. When signing as attorney, executor,
administrator, trustee or guardian, please give full
title as such. If a corporation, please sign in full
corporate name by an authorized officer. If a
partnership, please sign in partnership name by an
authorized person.
SEE
REVERSE
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE
- --------------------------------------------------------
(X) Please mark votes as in this example.
1. Election of Trust Managers* FOR WITHHELD
Nominees: William H. Bricker / / / /
and Charles W. Wolcott
/ /*To withhold authority to vote for either of the above
nominees, write that nominee's name on the line above.
2. Ratification of the selection FOR AGAINST ABSTAIN
of Ernst & Young as independent / / / / / /
auditors.
3. Amendments of the Bylaws (i) AGAINST FOR ABSTAIN
to require the vote of a majority / / / / / /
of outstanding shares to amend the
Bylaws, to elect Trust Managers,
and to fill Trust Manager vacancies
by Shareholders; (ii) to eliminate (Instruction: To
any notice requirements for vote against any of
shareholder proposals, including the the proposed Bylaws,
nomination of Trust Managers; (iii) you must vote against
to require an incumbent Trust Manager all).
who fails to receive a plurality of
votes cast at a meeting to resign
after electing as a successor the
nominee who received a plurality;
and (iv)to permit a holder of 9% of
the outstanding shares to call a
shareholders meeting.
4. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE
UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENTS
THEREOF.
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / /
By signing and returning this Proxy, the undersigned
acknowledges receipt of the Notice of Annual Meeting
and Proxy Statement delivered herewith.
Signature_________________________Date________________
Signature_________________________Date________________
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN
THE ENCLOSED ENVELOPE.
