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 REIT LETTERHEAD APPEARS HERE)
December 4, 1995
Dear Fellow Shareholders:
In the course of our litigation with The Manufacturers Life
Insurance Company ("MLI"), the Trust has learned information that
we believe is important that you consider in evaluating Koether's
latest hostile campaign to seize control of the Trust.
KOETHER'S HIDDEN AGENDA...REVEALED!
Testimony under oath from MLI's officers in connection with
the Trust's litigation has revealed a startling fact -- according
to this testimony, Paul Koether met with and participated in
undisclosed discussions with MLI in an attempt to purchase the
Trust's $45 million unsecured notes at a discount! Incredibly,
this testimony revealed that Koether was engaged in these
clandestine discussions around the same time that he was trying
to get his nominees elected as Trust Managers last year -- AND
KOETHER HAS NEVER PUBLICLY DISCLOSED THESE DISCUSSIONS TO THE
TRUST OR ITS SHAREHOLDERS! In our judgement, this is clearly
outrageous conduct for someone attempting to become a fiduciary
to the Trust.
WHY DID KOETHER KEEP THESE DISCUSSIONS WITH MLI FROM THE
TRUST AND ITS SHAREHOLDERS?
WHAT OTHER UNDISCLOSED TRANSACTIONS DOES KOETHER HAVE IN
MIND FOR YOU AND THE TRUST?
JONATHON TRATT AND BLACK BEAR REALTY? REAL ESTATE EXPERTS?
Koether has announced that he has secured the support of two
"major" shareholders -- Jonathon Tratt and Black Bear Realty,
Ltd. Interestingly, Tratt and Black Bear's major principal,
Richard Osborne, have several things in common with Koether:
Tratt, Osborne and Koether are hardly long-standing
shareholders. Both Tratt and Osborne purchased a
significant majority of their shares within the past year.
In addition to Koether's secret discussions with MLI,
the Trust has been informed that Tratt and associates of
Black Bear have also had discussions with MLI regarding the
purchase of the MLI notes.
Both Tratt and Osborne have in the past proposed to the
Trust what we believe are self-serving transactions that are
clearly not in the best interests of the Trust and its
shareholders.
In addition, Osborne through Black Bear and a related
entity, have recently engaged in similar hostile actions against
two other REITS -- First Union Real Estate and Mortgage
Investments and Prudential Realty Trust.
We also question the basis on which Koether could
characterize either Tratt or Black Bear as "real estate experts."
Koether, Osborne and Tratt. Do these men deserve your
trust?
PUBLIC STORAGE SUPPORTS MANAGEMENT
A major shareholder in the Trust, Public Storage, Inc., has
announced it intends to vote its 422,000 shares FOR Mr. Bricker
and Mr. Wolcott as Trust Managers and against Koether and Pure
World's nominees and against the Bylaw amendments proposed by
Koether and Pure World.
Unlike Koether, Tratt and Black Bear, we believe Public
Storage truly qualifies as a real estate expert. Public Storage
is a NYSE-listed REIT with total assets of $1.8 billion and is
considered a leading REIT in the self-storage industry.
We urge you to vote the TRUST'S BLUE PROXY CARD and once
again reject Koether's attempts to seize control of the Trust.
If you have 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 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.
