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 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.
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]
November 17, 1995
Dear Fellow Shareholder:
Paul Koether, through his controlled company, Pure World, Inc., has
once again commenced a hostile campaign to attempt to seize control of
American Industrial Properties REIT (the "Trust"). Although Koether was
unsuccessful in his previous attempt to seize control of the Trust at last
year's annual meeting (receiving less than 28% of the outstanding shares
for election of his nominees as Trust Managers), he has nonetheless chosen
to engage the Trust in what we view as yet another expensive and wasteful
proxy contest.
Koether has proposed several amendments to the Trust's Bylaws, all of
which we believe are designed to promote his agenda. Koether's proposed
amendments are as follows: (i) 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 any notice
requirements for shareholder proposals, including the nomination of Trust
Managers, (iii) to require an incumbent Trust Manager 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. In
evaluating Koether's proposed Bylaw amendments, the Trust Managers urge you
to consider the following:
All other NYSE-listed REITs formed under the Texas REIT Act -- each a
respected name in the REIT community, including Weingarten Realty
Investors, Camden Property Trust and Columbus Realty Trust -- require
a 66 2/3% vote to elect new Trust Managers.
Since Koether mailed his proxy materials, the Trust Managers have taken
action to amend the Bylaws to ensure that Koether's purported Bylaw
amendments would not be used to circumvent the validly adopted Bylaws
of the Trust, which require that a 66 2/3% vote is required to elect
new Trust Managers. The Trust Managers' Bylaw amendment requires that
a 66 2/3% vote must be obtained to amend those provisions of the
Bylaws which currently require a 66 2/3% vote.
Ask yourself: Why is Koether now attempting to change the voting
procedures of the Trust in a way which runs counter to the provisions of
these other Texas REITs? We believe he wants control of the Trust to
further his own agenda which we believe is not in the best interests of the
Trust or its shareholders.
Based on the foregoing, the Trust Managers unanimously recommend that
shareholders vote AGAINST Koether's Bylaw amendments as set forth as the
third proposal on the TRUST'S BLUE PROXY CARD. The Trust Managers also
unanimously recommend that shareholders vote FOR the first and second
proposals on the TRUST'S BLUE PROXY CARD relating to the election of
William H. Bricker and Charles W. Wolcott as Trust Managers and the
ratification of Ernst & Young as Independent Auditors. We will be
communicating with you again shortly to ensure you receive all the
information necessary to make an informed vote on your proxy.
Very truly yours,
AMERICAN INDUSTRIAL PROPERTIES REIT
/s/ Charles W. Wolcott
Charles W. Wolcott
President and CEO
**IMPORTANT**
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.
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.
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.
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.
Proxies on the TRUST'S BLUE PROXY CARD are being solicited by the
Trust Managers of the Trust. The business address of Mr. Wolcott, the
President and CEO of the Trust, is 6220 North Beltline, Suite 205, Irving,
Texas 75063. The business address of Mr. Bricker, a Trust Manager of the
Trust, is 16475 Dallas Parkway, Suite 350, Dallas, Texas 75248.
In addition to mailing this material to Trust shareholders, the Trust
has asked banks and brokers to forward copies to persons for whom they hold
stock of the Trust and to request authority for execution of the proxies.
The Trust will reimburse the banks and brokers for their reasonable out-of-
pocket expenses in doing so. Information regarding the solicitors who will
assist the Trust in soliciting proxies and the methods they will employ to
solicit proxies is contained in the Trust's Proxy Statement. The expense
of preparing, printing and mailing the Proxy Statement and all supplemental
materials, as well as the cost of the solicitors and attorneys, anticipated
to be approximately $120,000, will be borne by the Trust. Of these
expenses, the estimated fees for Corporate Investor Communications, Inc.
are $35,000 and for Proveaux, Stephen & Spencer, Inc. are $10,000. Both
parties will be reimbursed for reasonable out-of-pocket expenses. To date,
the Trust has spent $19,500 of the anticipated expenses.
During the past ten years, neither Mr. Bricker nor Mr. Wolcott has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors).
Share purchases by Charles Wolcott during the past two years are as
follows:
Number Price
Date of Shares Per
Purchased Purchased Share Total
5/13/93 3,500 $ 2.375 $ 8,312.50
5/13/93 1,000 $ 2.500 $ 2,500.00
9/14/93 10,000 $ 2.125 $ 21,250.00
9/16-24/94 35,000 $ 1.375 $ 48,125.00
4/26/95 5,000 $ 1.375 $ 6,875.00
Total 54,500 $ 87,062.50
Neither Mr. Bricker nor Mr. Wolcott is or was ever a party to any
contract, arrangements or understandings with any person with respect to
any securities of the Trust, including, but not limited to, joint ventures,
loan or option arrangements, puts or calls, guaranties against loss or
guaranties of profit, division of losses or profits, or the giving or
withholding of proxies.
Neither Mr. Bricker nor Mr. Wolcott has ever engaged in any
transaction or series of similar transactions, to which the Trust was
or is to be a party, in which the amount involved exceeds $60,000.
Neither Mr. Bricker nor Mr. Wolcott has any arrangement or
understanding with any person with respect to any future employment by the
Trust or with respect to any future transactions to which the Trust will or
may be a party.
Neither Mr. Bricker nor Mr. Wolcott has been indebted to the Trust at
any time.
(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
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[ 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. Amendments of the Bylaws AGAINST FOR ABSTAIN
(i)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 (Instruction: To
eliminate any notice requirements for vote against any of
shareholder proposals, including the the proposed Bylaws,
nomination of Trust Managers; (iii)to you must vote
require an incumbent Trust Manager who against all).
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.
