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
x Definitive Proxy Statement Commission Only (as permitted
o Definitive Additional Materials by Rule14a-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.
x $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:
o Fee paid previously with preliminary materials.
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:
(LETTERHEAD OF AMERICAN INDUSTRIAL PROPERTIES APPEARS HERE)
November 13, 1995
Dear Fellow Shareholder:
You are cordially invited to attend the Annual Meeting
of Shareholders of American Industrial Properties REIT (the
"Trust") to be held on Wednesday, December 13, 1995 at 9:00
a.m. (Dallas time) at Beltline Business Center, a property
owned by the Trust and site of the Trust's corporate
offices, located at 6220 North Beltline Road, Suite 212,
Irving, Texas 75063. The Annual Meeting is held for the
following purposes:
1. To elect two Trust Managers;
2. To ratify the selection of Ernst & Young as
independent auditors for the year ending December
31, 1995; and
3. To transact such other business as may
properly come before the Annual Meeting or any
postponements or adjournments thereof.
Only holders of record of Shares of Beneficial Interest
of the Trust on November 9, 1995 will be entitled to notice
of, and to vote at, the Annual Meeting or any postponements
or adjournments thereof.
A copy of the Proxy Statement relating to the Annual
Meeting of Shareholders accompanies this Notice of Annual
Meeting of Shareholders. Also included is a Proxy Card and
postage-paid return envelope.
No matter how many shares you own, please sign, date
and mail the enclosed Proxy Card in the return envelope
provided. YOUR VOTE IS IMPORTANT! Whether you plan to
attend the meeting or not, please complete and return your
Proxy Card as promptly as possible. Should you have any
questions, please contact investor relations at (800) 550-
6053 or (214) 522-5172.
By order of the Trust Managers
Charles W. Wolcott
President and Chief Executive Officer
AMERICAN INDUSTRIAL PROPERTIES REIT
6220 North Beltline
Suite 205
Irving, Texas 75063
(214) 550-6053
PROXY STATEMENT
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, December 13, 1995
This Proxy Statement is furnished in connection with the
solicitation of Proxies by the Trust Managers of American
Industrial Properties REIT, a Texas real estate investment trust
(the "Trust"), for use at the Annual Meeting of Shareholders to
be held at 6220 North Beltline, Suite 212, Irving, Texas at 9:00
a.m. Dallas time on December 13, 1995. Accompanying this Proxy
Statement is the Proxy for the Annual Meeting, which you may use
to indicate your vote as to each of the proposals described in
this Proxy Statement. This Proxy Statement and the accompanying
Proxy are first being mailed to shareholders on or about November
13, 1995. The Annual Report outlining the Trust's operations for
the fiscal year ended December 31, 1994 (the "Annual Report") was
mailed to shareholders on or about April 7, 1995.
The close of business on November 9, 1995 has been fixed as
the record date for the determination of shareholders entitled to
notice of and to vote at the Annual Meeting. As of the record
date, the Trust had outstanding 9,075,400 Shares of Beneficial
Interest, $0.10 par value (the "Shares"), the only outstanding
voting security of the Trust. A shareholder is entitled to cast
one vote for each Share held on the record date on all matters to
be considered at the Annual Meeting.
At the Annual Meeting, action will be taken to (i) elect two
Trust Managers to hold office until their successors, if any, are
duly elected and qualified at the next annual meeting, and (ii)
ratify the selection of Ernst & Young as independent auditors for
the Trust for the fiscal year ended December 31, 1995 (the "1995
Fiscal Year").
Shareholders are urged to sign the accompanying Proxy, and
after reviewing the information contained in this Proxy Statement
and in the Annual Report, to return the Proxy in the envelope
enclosed for that purpose. Valid Proxies will be voted at the
Annual Meeting and at any adjournments thereof in the manner
specified therein. If no direction is given, but the Proxy is
validly executed, such Proxy will be voted FOR the election of
the nominees for Trust Manager set forth in this Proxy Statement
and FOR the ratification of the selection of Ernst & Young as
independent auditors for the Trust for the 1995 Fiscal Year. In
their discretion, the persons authorized under the proxies will
vote upon such other business as may properly come before the
meeting.
A shareholder may revoke his or her Proxy at any time before
it is voted either by filing with the Secretary of the Trust at
its principal executive office a written notice of revocation or
by submitting a duly executed Proxy bearing a later date, or by
attending the Annual Meeting and expressing a desire to vote his
or her Shares in person.
The holders of a majority of the Shares issued and
outstanding and entitled to vote, present in person or
represented by Proxy (4,537,701 Shares), shall constitute a
quorum for the transaction of business at the Annual Meeting.
If such quorum should not be present at the Annual Meeting, the
Annual Meeting may be adjourned from time to time without notice
other than announcement at the Annual Meeting until a quorum
shall be present.
Abstentions and broker non-votes (where a nominee holding
Shares for a beneficial owner has not received voting
instructions from the beneficial owner with respect to a
particular matter and such nominee does not possess or choose to
exercise discretionary authority with respect thereto) will be
included in the determination of the number of Shares present at
the Annual Meeting for quorum purposes. Abstentions and broker
non-votes will have the same effect as a vote against the
proposals. Failure to return the Proxy or failure to vote at the
annual meeting will have the same effect as a vote against the
proposals.
The Trust's principal executive offices are located at 6220
North Beltline, Suite 205, Irving, Texas 75063.
PROPOSAL ONE
ELECTION OF TRUST MANAGERS
The number of Trust Managers to be elected at the Annual
Meeting is two. Each shareholder is entitled to cast one vote
for each Share held on the record date. The affirmative vote of
a majority of the outstanding Shares entitled to vote (4,537,701
Shares) and present in person or by proxy is required to elect
Messrs. Bricker and Wolcott, who have been previously elected as
Trust Managers by the shareholders of the Trust. The affirmative
vote of two-thirds of the outstanding Shares entitled to vote
(6,050,267 Shares) is required to elect any nominee who has not
been previously elected as a Trust Manager by the Shareholders of
the Trust. Each nominee is presently a Trust Manager and was
appointed from time to time as indicated below.
The following information as of November 7, 1995 is
submitted concerning the nominees named for election as Trust
Managers:
<TABLE>
Name Age Trust Manager Since
<S> <C> <C>
William H. Bricker 63 September 1985
Charles W. Wolcott 42 August 1993
</TABLE>
The following information with respect to the principal
occupation or employment, other affiliations and business
experience of each nominee during the last five years has been
furnished to the Trust by each such nominee:
William H. Bricker has served as a Trust Manager of the
Trust since its inception in September 1985. Mr. Bricker has
served as President of D.S. Energy Services Incorporated and has
consulted in the energy field and on international trade since
1987. In May 1987, Mr. Bricker retired as the Chairman and Chief
Executive Officer of Diamond Shamrock Corporation where he held
various management positions from 1969 through May 1987.
Mr. Bricker is a director of the LTV Corporation, the Eltech
Systems Corporation and the National Paralysis Foundation. He
received his Bachelor of Science and Master of Science degrees
from Michigan State University.
Charles W. Wolcott has served as a Trust Manager since
August 1993 and as President and Chief Executive Officer of the
Trust since May 1993. For the six months immediately prior to
his appointment as President of the Trust, Mr. Wolcott was
engaged in developing various personal business enterprises. Mr.
Wolcott was President and Chief Executive Officer of Trammell
Crow Asset Services, Inc., a real estate asset and portfolio
management affiliate of Trammell Crow Company, from 1990 to 1992.
He served as Vice President and Chief Financial and Operating
Officer of the Trust from 1988 to 1990. From 1988 to 1990, Mr.
Wolcott was a partner in Trammell Crow Ventures Operating
Partnership. Prior to joining the Trammell Crow Company in 1984,
Mr. Wolcott was President of Wolcott Corporation, a firm engaged
in the development and management of commercial real estate
properties. Mr. Wolcott graduated from the University of Texas
at Austin in 1975 with a Bachelor of Science degree and received
a Master of Business Administration degree from Harvard
University in 1977.
If the requisite vote is not obtained with respect to the
election of each Trust Manager, then Messrs. Bricker and Wolcott
will continue in their capacity as the existing Trust Managers of
the Trust. The Trust Managers will hold office until their
successors, if any, are duly elected and qualified at the next
annual meeting.
The Trust Managers have no reason to believe that any of the
nominees will not serve if elected, but if any of them should
become unavailable to serve as a Trust Manager, and if the Trust
Managers designate a substitute nominee, the persons named in the
accompanying Proxy will vote for the substitute nominee
designated by the Trust Managers, unless a contrary instruction
is given in the Proxy. The Trust Managers did not appoint a
nominating committee to nominate Trust Managers for election.
No family relationship exists among any of the Trust
Managers or executive officers of the Trust. No arrangement or
understanding exists between any Trust Manager or executive
officer or any other person pursuant to which any Trust Manager
or executive officer was selected as a Trust Manager or executive
officer of the Trust.
Eight regularly scheduled or special Trust Manager meetings
were held during the fiscal year ended December 31, 1994 (the
"1994 Fiscal Year"). Messrs. Bricker and Wolcott attended 100%
of all 1994 Fiscal Year Trust Manager and Trust Manager committee
meetings.
The Trust Managers unanimously recommend that shareholders
vote FOR the election of the Trust Managers as set forth in
Proposal One.
PROPOSAL TWO
RATIFICATION OF INDEPENDENT AUDITORS
The shareholders are asked to ratify the appointment by the
Trust Managers of Ernst & Young as the Trust's independent
auditors for the 1995 Fiscal Year. The selection was based upon
the recommendation of the Audit Committee.
Effective May 24, 1994, the Trust dismissed its prior
independent auditors, Kenneth Leventhal & Company and retained as
its new independent auditors, Ernst & Young. Kenneth Leventhal &
Company's Independent Auditors' Report on the Trust's financial
statements for fiscal year ended December 31, 1993 did not
contain an adverse opinion or a disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope or
accounting principles. The decision to change independent
auditors was recommended by the Audit Committee of the Trust
Managers and approved by the Trust Managers on May 24, 1994.
During the 1993 Fiscal Year and through May 24, 1994, there were
no disagreements between the Trust and Kenneth Leventhal &
Company on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of
Kenneth Leventhal & Company, would have caused it to make
reference to the subject matter of the disagreements in
connection with the report. In May 1995, Kenneth Leventhal &
Company merged with Ernst & Young.
During the 1993 Fiscal Year and through May 24, 1994, the
Trust did not consult Ernst & Young regarding the application of
accounting principles to a specified transaction or any audit
opinion.
Representatives of Ernst & Young will be present at the
Annual Meeting to respond to appropriate questions from
shareholders and to make a statement if they desire.
Adoption of this proposal requires approval by the holders
of a majority of the Shares present in person or represented by
proxy, and entitled to vote at the Annual Meeting.
The Trust Managers unanimously recommend that shareholders
vote FOR the ratification of the appointment of Ernst & Young as
the Trust's independent auditors for the 1995 Fiscal Year.
MANAGEMENT
Executive Officers
Set forth below is information regarding the names and ages
of the executive officers of the Trust (each of whom serves at
the pleasure of the Trust Managers), all positions held with the
Trust by each individual, and a description of the business
experience of each individual for at least the past five years.
<TABLE>
Name Age Title
<S> <C> <C>
Charles W. Wolcott 42 Trust Manager, President and Chief
Executive Officer
David B. Warner 37 Vice President and
Chief Operating Officer
Marc A. Simpson 41 Vice President and Chief Financial
Officer, Secretary and Treasurer
</TABLE>
Information regarding the business experience of Mr. Wolcott
is provided under "Proposal One -- Election of Trust Managers."
David B. Warner has served as Vice President and Chief
Operating Officer of the Trust since May 1993. From 1989 through
the date he accepted a position with the Trust, Mr. Warner was
Director of the Equity Investment Group for the Prudential Realty
Group. From 1985 to 1989, he served in the Real Estate Banking
Group of NCNB Texas National Bank. Mr. Warner graduated from the
University of Texas at Austin in 1981 with a Bachelor of Business
Administration and received a Masters of Business Administration
from the same institution in 1984.
Marc A. Simpson has served as Vice President and Chief
Financial Officer, Secretary and Treasurer of the Trust since
March 1994. From November 1989 through March 1994, Mr. Simpson
was a Manager in the Financial Advisory Services Group of Coopers
& Lybrand. Prior to that time, he served as Controller of
Pacific Realty Corp., a real estate development company. Mr.
Simpson graduated with a Bachelor of Business Administration from
Midwestern State University in 1978, and received a Masters of
Business Administration from Southern Methodist University in
1990.
Committees of the Trust Managers
Audit Committee. The Audit Committee of the Trust Managers
met once during the 1994 Fiscal Year. The Audit Committee
reviews and approves the scope and results of any outside audit
of the Trust, and the fees therefor, and makes recommendations to
the Trust Managers or management concerning auditing and
accounting matters and the efficacy of the Trust's internal
control systems. The Audit Committee selects independent
auditors subject to the approval of the shareholders at the
annual meeting. Mr. Bricker and Mr. George Jenkins were members
of the Audit Committee during the 1994 Fiscal Year and both
attended the meeting of the committee. Mr. Jenkins resigned as a
Trust Manager at the end of the 1994 Fiscal Year.
Compensation Committee. The Compensation Committee did not
meet during the 1994 calendar year. The Compensation Committee
established base salaries for the 1994 Fiscal Year at a meeting
held in December 1993, and met once in February 1995 to determine
bonuses and Trust contributions to the Retirement and Profit
Sharing Plan for the 1994 Fiscal Year. The Compensation
Committee establishes guidelines for compensation and benefits of
the executive officers of the Trust based upon achievement of
objectives and other factors. The Compensation Committee is also
responsible for acting upon all matters concerning, and
exercising such authority as is delegated to it under the
provisions of, any benefit, retirement or pension plan. Messrs.
Bricker and Jenkins were members of the Compensation Committee
during the 1994 Fiscal Year and both attended the meeting of the
committee in December 1993; Mr. Bricker was the sole member of
the committee in February 1995 following Mr. Jenkins'
resignation.
Election Of Trust Managers And Executive Officers
Trust Managers are elected at each annual meeting of the
shareholders of the Trust and hold office until their successors
have been duly elected and qualified, or until their earlier
death or resignation. Executive officers serve at the discretion
of the Trust Managers and are elected by the Trust Managers
following each annual meeting of the shareholders.
Executive and Trust Manager Compensation
The following table summarizes the compensation paid by the
Trust to the executive officers of the Trust since the
commencement of their respective employment with the Trust
through the year ended December 31, 1994:
<TABLE>
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and
Principal Fiscal Bonus Other
Position Year Salary (1) (2)
<S> <C> <C> <C> <C>
Charles W.Wolcott 1994 $180,000 $62,100 $7,222
President 1993 115,000 (3) 50,000 ---
and CEO
David B. Warner 1994 $92,000 $34,500 $4,429
Vice President 1993 50,750 (4) 10,000 ---
and COO
Marc A. Simpson 1994 $81,859 (5) $34,500 $4,095
Vice President
and CFO, Secretary
and Treasurer
</TABLE>
__________
(1) Represents bonus payments for 1994 paid in February 1995.
(2) Represents the Trust's contribution to the Retirement and
Profit Sharing Plan paid in February 1995.
(3) Mr. Wolcott's annualized salary for 1993 was $150,000.
(4) Mr. Warner's annualized salary for 1993 was $84,000.
(5) Mr. Simpson's annualized salary for 1994 was $100,000.
The Trust pays its non-employee Trust Managers an annual fee
of $20,000 plus $1,000 for each Trust Manager or committee
meeting attended in person. In addition, the Trust Managers are
reimbursed for their expenses incurred in connection with their
duties as Trust Managers. Mr. Wolcott did not receive any
compensation for his services as a Trust Manager.
401(k) Plan
The Trust has adopted a Retirement and Profit Sharing Plan
(the "Profit Sharing Plan") for the benefit of employees of the
Trust. Employees who were employed by the Trust on January 1,
1993, and who have attained the age of 21 are immediately
eligible to participate in the Profit Sharing Plan. All other
employees of the Trust are eligible to participate in the Plan
after they have completed six months of service with the Trust
and attained the age of 21.
Each participant may make contributions to the Profit
Sharing Plan by means of a pre-tax salary deferral which may not
be more than 15% of the employee's compensation. The Trust will
contribute, on behalf of each non-highly compensated employee and
non-key employee who is actively employed on the last day of each
plan year, a special discretionary contribution equal to a
percentage of such employee's compensation, which will be
determined each year by the Trust. The Internal Revenue Code
limits the annual amount of salary deferrals that may be made by
any employee.
An employee's salary deferral contribution will always be
100% vested and nonforfeitable, although such contributions will
be affected by any investment gains or losses to the Profit
Sharing Plan. In general, in the event of retirement, death or
disability, 100% of a participating employee's account would be
available for distribution to either the employee or such
employee's beneficiary, as applicable. The Trust Managers may
amend the Profit Sharing Plan at any time. In no event, however,
may any amendment (i) authorize or permit any part of the Profit
Sharing Plan assets to be used for purposes other than the
exclusive benefit of participating employees or their
beneficiaries, or (ii) cause any reduction in the amount credited
to each participating employee's account. Likewise, the Trust
Managers have the right to terminate the Profit Sharing Plan at
any time. In the event of such termination, all amounts credited
to each employee's account will continue to be 100% vested. A
complete discontinuance of contributions to the Profit Sharing
Plan by the Trust will also constitute an event of termination of
the Profit Sharing Plan.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
Compensation for the executive officers of the Trust is
administered under the direction of the Compensation Committee of
the Trust Managers. The following is the Compensation
Committee's report, in its role as reviewer of the Trust's pay
programs, on 1994 compensation practices for the executive
officers of the Trust. The report and the performance graph that
appears immediately after such report shall not be deemed to be
soliciting material or to be filed with the Securities and
Exchange Commission under the Securities Act of 1933 or the
Securities Exchange Act of 1934 or incorporated by reference in
any document so filed.
Base Salary. The Compensation Committee determines base
salaries for executive officers by evaluating the
responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace for
executive talent, including a comparison to base salaries for
comparable positions at other real estate investment trusts, to
historical levels of salary paid by the Trust, and to
recommendations of Kenneth Leventhal & Company as independent
compensation consultants to the Trust. Salary adjustments are
based on a periodic evaluation of the performance of the Trust
and of each executive officer, and also take into account new
responsibilities as well as changes in the competitive
marketplace. Mr. Wolcott, who has served as President and Chief
Executive Officer of the Trust since the commencement of his
employment with the Trust on May 23, 1993 through December 31,
1994, received a base salary of $180,000 for the 1994 Fiscal
Year. Base compensation levels for the Trust for the 1994 Fiscal
Year were below the REIT industry as a whole, which was
consistent with the Trust's desire to bring its operating
performance up to the standards of the REIT industry and to focus
on the incentive portion of compensation during a period of
repositioning the Trust's operations.
Performance-Based Bonus Plan. Each year, in order to
encourage the accomplishment of the short-term goals of the
Trust, the Compensation Committee reviews and approves
a performance-based bonus plan for executive officers and other
employees of the Trust based in part on increases in Funds From
Operations ("FFO") per Share as defined by the National
Association of Real Estate Investment Trusts ("NAREIT"). The
Compensation Committee believes that the most direct measurement
of the Trust's success is through its FFO. As such, each
executive officer is eligible to receive a bonus of up to 25% of
his base salary based on specified improvements in FFO. In
addition to the FFO-related bonus, each executive officer is
eligible to receive a bonus of up to 15% of his base salary for
achievement of specific goals established by the Compensation
Committee. Each employee of the Trust is eligible to receive a
merit bonus of up to 10% of his or her base salary in the
discretion of the Compensation Committee, based strictly on
individual performance. With respect to the 1994 Fiscal Year,
the Compensation Committee awarded a $62,100 bonus to Mr.
Wolcott, a $34,500 bonus to Mr. Warner and a $34,500 bonus to Mr.
Simpson.
Other Compensation. Other compensation payable to the
executives of the Trust includes contributions to the Employee
Retirement and Profit Sharing Plan of the Trust and insurance
premiums paid by the Trust under the Medical, Dental and Long-
Term Disability Plan. See "Management -- 401(k) Plan".
Members of the 1994 Compensation Committee,
William H. Bricker
George P. Jenkins*
__________
* Mr. Jenkins resigned as a Trust Manager at the end of the
1994 Fiscal Year.
PERFORMANCE GRAPH
The rules and regulations of the Securities and Exchange
Commission require the presentation of a line graph comparing,
over a period of five years, the cumulative total shareholder
return to a performance indicator of a broad equity market index
and either a nationally recognized industry index or a peer group
index constructed by the Trust. The chart below compares the
performance of the Shares with the performance of the Standard &
Poors 500 Index and the NAREIT Equity REIT Index. The comparison
assumes $100 was invested on December 31, 1989 in the Shares and
in each of the foregoing indices and assumes reinvestment of
dividends.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
NAREIT
EQUITY
REIT
S&P 500 INDEX AIP
<S> <C> <C> <C>
Dec-89 100.0 100.0 100.0
Dec-90 96.8 84.7 66.0
Dec-91 126.4 114.9 56.9
Dec-92 136.1 131.6 67.0
Dec-93 149.7 157.5 80.7
Dec-94 151.7 162.5 49.3
</TABLE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding
the beneficial ownership of Shares by (i) each Trust Manager and
each nominee for Trust Manager, (ii) the Trust's Chief Executive
Officer and each executive officer of the Trust, and (iii) all
Trust Managers and executive officers of the Trust as a group,
and, to the Trust's knowledge, by any person owning beneficially
more than 5% of the outstanding shares of such class, in each
case at November 7, 1995. Each person named in the table has
sole voting and investment power with respect to all Shares shown
as beneficially owned by such person.
<TABLE>
Amount and
Nature of
Beneficial Percentage
Beneficial Owner Ownership of Class
<S> <C> <C>
William H. Bricker 2,000 *
Charles W. Wolcott 55,500 *
David B. Warner 4,000 *
Marc A. Simpson 10,500 *
Pure World, Inc.
376 Main Street
Bedminster, New Jersey 07921 888,000 9.785% (1)
Black Bear Realty, Ltd.
7001 Center Street
Mentor, Ohio 44060 860,800 9.485% (2)
Christopher L. Jarratt
207 Third Avenue, North
Fourth Floor
Nashville, Tennessee 37201 25,000 * (2)
All Trust Managers and executive
officers 72,000 *
as a group (four persons)
</TABLE>
______________
* Ownership is less than 1% of outstanding Shares.
(1) This information was obtained from Amendment No. 11 to the
Schedule 13D of Pure World, Inc. (formerly American Holdings,
Inc.) filed with the Securities and Exchange Commission on
October 24, 1995.
(2) This information was obtained from Amendment No. 2 to the
Schedule 13D of Black Bear Realty, Ltd., Christopher L. Jarratt
and Jarratt Associates, Inc. filed with the Securities and
Exchange Commission on October 11, 1995. According to the
filing, Black Bear Realty, Ltd. and Jarratt Associates, Inc. have
entered into an agreement to purchase Shares of the Trust
pursuant to which Black Bear Realty, Ltd., 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, they beneficially own 885,800 Shares, or approximately
9.8% of the outstanding Shares.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based solely upon a review of Forms 3, 4 and 5 furnished to
the Trust with respect to the 1994 Fiscal Year, no person failed
to disclose on a timely basis, as disclosed in such forms,
reports required by Section 16(a) of the Securities Exchange Act
of 1934, as amended.
PROPOSALS BY SHAREHOLDERS
A proper proposal submitted by a shareholder for
presentation at the Trust's 1996 Annual Meeting and received at
the Trust's principal executive office no later than July 16,
1996 will be included in the Proxy Statement and Proxy related to
the 1996 Annual Meeting.
EXPENSES
The expense of preparing, printing and mailing proxy
materials to the Trust's shareholders will be borne by the Trust.
The Trust has engaged the firms of Corporate Investor
Communications, Inc. and Proveaux, Stephen & Spencer, Inc. to
assist in the solicitation of proxies from shareholders for fees
of approximately $4,000 and $3,000, respectively, plus
reimbursement of reasonable out-of-pocket expenses. In addition,
proxies may be solicited personally or by telephone by officers
and employees of the Trust, none of whom will receive additional
compensation therefor. The Trust will also reimburse brokerage
houses and other nominees for their reasonable expenses in
forwarding proxy materials to the beneficial owners of Shares.
ANNUAL REPORT TO SHAREHOLDERS
The Trust's Annual Report (which does not form a part of the
proxy solicitation material) containing audited financial
statements was mailed on or about April 7, 1995 to all
shareholders of record as of April 5, 1995. A copy of the
Trust's Annual Report on Form 10-K, as filed with the Securities
and Exchange Commission, will be furnished to shareholders,
without exhibits and without charge, upon written request to:
Investor Relations, American Industrial Properties REIT, 6220 N.
Beltline Road, Suite 205, Irving, Texas 75063.
(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 proposal. The
Proxies will vote with respect to the third 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 of FOR AGAINST ABSTAIN
Ernst & Young as independent / / / / / /
auditors.
3. 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.
