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<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. )*
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 [x]. (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. 026791-10-3
<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 632,600
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 632,600
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
632,600
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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)
7.0%
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14 TYPE OF REPORTING PERSON*
OO
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</TABLE>
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<TABLE>
SCHEDULE 13D
CUSIP NO. 026791-10-3
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Christopher L. Jarratt
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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*
PF
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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
Tennessee
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NUMBER OF 7 SOLE VOTING POWER
SHARES 25,000
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 25,000
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000
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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)
Less than one percent
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
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<TABLE>
SCHEDULE 13D
CUSIP NO. 026791-10-3
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jarratt Associates, Inc.
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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*
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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
Tennessee
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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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)
0%
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14 TYPE OF REPORTING PERSON*
CO
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</TABLE>
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<PAGE> 5
CUSIP No. 026791-10-3
Pursuant to Rule 13d-1(f)(1), this original Schedule 13D Statement is
filed jointly on behalf of Black Bear Realty, Ltd., an Ohio limited liability
company, Christopher L. Jarratt of Nashville, Tennessee, and Jarratt
Associates, Inc., a Tennessee corporation, for the purpose of reporting (1)
certain acquisitions by Black Bear Realty, Ltd. and Mr. Jarratt of shares of
beneficial interest, $0.10 par value per share, of American Industrial
Properties REIT, a Texas equity real estate investment trust, and (2) an
agreement between Black Bear Realty, Ltd. and Jarratt Associates, Inc. with
respect to such shares.
Item 1. Security and Issuer.
This Schedule 13D Statement relates to the 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 ),
which has its principal executive offices at 6220 North Beltline, Suite 205,
Irving, Texas 75063.
Item 2. Identity and Background.
(a) The persons filing this Schedule are (1) Black Bear Realty, Ltd., an
Ohio limited liability company (the Fund ), (2) Christopher L. Jarratt of
Nashville, Tennessee (the Fund and Mr. Jarratt are sometimes referred to as the
Purchasers ), and (3) Jarratt Associates, Inc., a Tennessee corporation
( Jarratt Associates ). Richard M. Osborne is the sole managing member of the
Fund, and Jarratt Associates is a member of the Fund.
(b) The business address of the Fund and Mr. Osborne is 7001 Center
Street, Mentor, Ohio 44060.
The business address of Mr. Jarratt and Jarratt Associates is 207 Third
Avenue, North, Fourth Floor, Nashville, Tennessee 37201.
(c) The Fund is a newly-formed Ohio limited liability company. To date,
the only business of the Fund has been an offer to purchase for cash all
outstanding capital shares of beneficial interest of Prudential Realty Trust, a
Massachusetts business trust. The offer terminated on July 17, 1995 without
acceptance by the Fund of any shares for payment. Mr. Osborne is President and
Chairman of the Board of OsAir, Inc., a manufacturer of industrial gases for
pipeline delivery and a real property developer. Mr. Osborne is also sole
managing member of Turkey Vulture Fund XIII, Ltd., which acquires, holds, sells
or otherwise invests in all types of securities and other instruments. OsAir,
Inc. and Turkey Vulture XIII, Ltd. are located at 7001 Center Street, Mentor,
Ohio 44060.
Mr. Jarratt is President and the sole Director of Jarratt Associates, the
principal business of which is commercial real estate investment and advisory
services.
(d) Negative with respect to each reporting person.
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CUSIP No. 026791-10-3
(e) Negative with respect to each reporting person.
(f) The Fund is an Ohio limited liability company. Mr. Osborne is a
citizen of the United States of America.
Jarratt Associates is a Tennessee corporation. Mr. Jarratt is a citizen
of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Other than 15,000 Shares acquired by the Fund on September 1, 1995, the
Shares reported herein as having been acquired by the Fund were acquired by Mr.
Osborne and contributed by Mr. Osborne to the Fund on August 31, 1995. Mr.
Osborne paid the approximate aggregate purchase price of $1.0 million for such
Shares from personal funds and contributed such Shares to the Fund at the same
price. The Fund s obligation to Mr. Osborne for this amount is evidenced by a
promissory note, which is payable upon demand. Interest accrues on the note at
the rate of 9% per annum. A copy of the note is attached hereto as Exhibit
7.1. The 15,000 Shares acquired by the Fund on September 1, 1995 were acquired
for the approximate aggregate purchase price of $27,000.
The Shares reported herein as having been acquired by Mr. Jarratt were
acquired for the approximate aggregate purchase price of $38,000. Mr. Jarratt
paid for such Shares from personal funds.
Item 4. Purpose of Transaction.
The Purchasers purchased the Shares to acquire a significant minority
interest in American Industrial for the purposes of investment. Pursuant to
the instructions for items (a) through (j) of Item 4 of Schedule 13D, the
Purchasers presently have plans or proposals relating to the securities of
American Industrial as set forth below:
(a) Under the terms of an agreement, which is further described in Item 6
below, the Fund agreed with Jarratt Associates to purchase up to 9.8% of the
Shares. Depending on future market conditions, developments with respect to
American Industrial s business and other factors, the Purchasers are
considering the possibility that it may be in their best interest, in the
future, to acquire additional Shares, including more than 9.8% of the Shares.
Further, depending on such conditions, developments and other factors, the
Purchasers may, in the future, seek to acquire a majority ownership interest in
American Industrial. However, neither of the Purchasers has any present plans
to do so.
(b) The Purchasers may consider, in the future, the possibility of a
merger, consolidation or other business combination with American Industrial
and the Fund or its affiliates. Such combination may involve the
reorganization and/or partial liquidation of certain assets of American
Industrial. However, neither of the Purchasers has any present plans or
proposals relating to any such combination.
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<PAGE> 7
CUSIP No. 026791-10-3
(c) The Purchasers may, in the future, seek to sell or otherwise dispose
of certain assets of American Industrial. Such sale or other disposition may
involve a material amount of assets of American Industrial. However, neither
of the Purchasers has any present plans or proposals for any such action.
(d) The Purchasers may, in the future, seek to gain representation on the
Board of Trust Managers of American Industrial. However, neither of the
Purchasers has any current plans or proposals in that regard. In connection
with seeking such representation, the Purchasers may, upon review of relevant
information about the business and operations of American Industrial, propose
changes in the management of American Industrial. Such decisions will be based
upon various factors, including but not limited to the contribution of
management to increases in shareholder value. The Purchasers believe that it
is incumbent upon current management to take all necessary steps to increase
shareholder value.
(e) The Purchasers may, in the future, suggest business strategies that
might include plans or proposals to materially change the present
capitalization or dividend policy of American Industrial. However, no such
plans or proposals have yet been determined.
(f) Neither of the Purchasers has any current plans to make material
changes in the business and/or corporate structure of American Industrial.
However, the Purchasers intend to review their respective positions in American
Industrial from time to time and may, depending upon their evaluation of
American Industrial s business and prospects and of future economic
developments in general, including real estate, stock and money market
conditions, elect to proceed with a transaction they may deem to be in the best
interests of American Industrial and themselves, including but not limited to
making a tender offer for the Shares. Notwithstanding the foregoing, neither
of the Purchasers currently has any plans for executing any such transaction.
(g) The Purchasers may consider, but have no present plans or proposals
for, changing the declaration of trust or other similar instruments of American
Industrial, or taking such other actions as may impede the acquisition of
control of American Industrial by any person.
(h) The Purchasers may consider, but have no present plans or proposals
for, causing the Shares to be delisted from any national securities exchange.
(i) The Purchasers may consider, but have no present plans or proposals
for, taking action relating to a class of equity securities of American
Industrial becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934, as amended (the
Exchange Act ).
(j) The Purchasers intend to seek an American Industrial shareholder list
for the purpose of communicating with other shareholders with regard to the
affairs of American Industrial. Except as set forth above, neither of the
Purchasers has any present plans or proposals to take any action similar to any
of those enumerated in (a) through (i) above.
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<PAGE> 8
CUSIP No. 026791-10-3
The Purchasers are aware that because American Industrial is a real estate
investment trust ( REIT ) the Internal Revenue Code of 1986, as amended (the
Code ), may govern the acquisition of additional Shares by the Purchasers. In
particular, the Code provides that to qualify as a REIT an entity must (1)
throughout each taxable year have at least 100 shareholders and (2) during the
last half of each taxable year have not more than 50% in value of the
outstanding shares of the entity owned, directly or indirectly, by five or
fewer individuals. In addition, the Third Amended and Restated Bylaws of
American Industrial, dated as of February 2, 1995 (the Bylaws ), purport to
prohibit any person from acquiring more than 9.8% of the aggregate value of all
outstanding Shares. In the event that the Purchasers determine to make
additional purchases of the Shares, they will continue to review such
provisions of the Code and Bylaws. The Purchasers may consider, but have no
present plans or proposals for, challenging the legality of the imposition of
the 9.8% limit in the Bylaws.
Item 5. Interest in Securities of the Issuer.
(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 632,600 Shares, or approximately 7.0% 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.
Jarratt Associates and the Fund have entered into an agreement with respect to
the Shares, which is further described in Item 6 below. As a result the
ownership of Shares by Mr. Jarratt and such agreement, the Fund, Mr. Jarratt
and Jarratt Associates may be deemed members of a group under Section 13(d)(3)
of the Exchange Act. Together, the Fund and Mr. Jarratt beneficially own
657,600 Shares, or approximately 7.2% 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 632,600 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) 617,600 of the Shares beneficially owned by the Fund were contributed
to the Fund by Mr. Osborne on August 31, 1995, at a price of approximately
$1.67 per share (excluding commissions paid by Mr. Osborne). The other 15,000
Shares beneficially owned by the Fund were purchased by the Fund in an open
market transaction on September 1, 1995 for approximately $1.75 per share
(excluding commissions). During the past 60 days, Mr. Osborne has purchased
the Shares in open market transactions as set forth below:
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<PAGE> 9
CUSIP No. 026791-10-3
<TABLE>
<CAPTION>
Date Number of Shares Approximate Per Share Price
------ ---------------- (Excluding Commissions)
----------------------------
<C> <C> <C>
July 3, 1995 15,000 $1.50
July 5, 1995 12,500 1.50
July 6, 1995 28,700 1.50
July 7, 1995 25,300 1.50
July 10, 1995 36,900 1.50
July 13, 1995 18,800 1.62
July 17, 1995 29,000 1.63
July 19, 1995 5,000 1.63
July 21, 1995 19,200 1.63
July 24, 1995 62,000 1.74
July 25, 1995 200 1.63
July 26, 1995 37,300 1.75
July 31, 1995 18,900 1.63
August 2, 1995 4,700 1.63
August 3, 1995 8,000 1.63
August 4, 1995 3,800 1.63
August 7, 1995 900 1.63
August 8, 1995 8,600 1.63
August 9, 1995 7,800 1.63
August 10, 1995 3,300 1.63
August 11, 1995 200 1.63
August 14, 1995 2,700 1.63
August 15, 1995 5,900 1.63
August 16, 1995 10,300 1.63
August 23, 1995 39,100 1.63
August 24, 1995 129,500 1.74
August 25, 1995 19,300 1.75
August 28, 1995 20,900 1.75
August 29, 1995 8,800 1.75
</TABLE>
Mr. Jarratt has not acquired any Shares in the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
On August 9, 1995, the Fund agreed with Jarratt Associates that it would
form a new entity to purchase up to 9.8% of the Shares. Subsequent to
executing the agreement, the Fund and Jarratt Associates agreed to use the Fund
as the entity to purchase the Shares. Pursuant to the agreement, (1) Mr.
Osborne agreed to loan the Fund up to $2,250,000 for the purchase of the Shares
and for expenses of the Fund, (2) Mr. Osborne is entitled to a 9% return on any
amounts so advanced by Mr. Osborne to the Fund, (3) Mr. Osborne owns 75% of the
Fund and Jarratt Associates the remaining 25%, and (4) Jarratt Associates is
entitled to receive an advisory fee equal to $10,000 per month, plus expenses,
<PAGE>
<PAGE> 10
CUSIP No. 026791-10-3
during the time that the Fund owns 5% or more of the Shares outstanding. The
demand promissory note reflecting Mr. Osborne s loan to the Fund is attached
hereto as Exhibit 7.1, and the letter agreement between the Fund and Jarratt
Associates is attached hereto as Exhibit 7.2.
Item 7. Material to be Filed as Exhibits.
<TABLE>
<S> <C> <C>
Exhibit 7.1 -- Demand Promissory Note
Exhibit 7.2 -- Letter Agreement between the Fund and Jarratt
Associates
Exhibit 7.3 -- Joint Filing Agreement
</TABLE>
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 1, 1995 Black Bear Realty, Ltd.
/s/ Richard M. Osborne
------------------------------
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 1, 1995 /s/ Christopher L. Jarratt
----------------------------
Christopher L. Jarratt
JARRATT ASSOCIATES, INC.
/s/ Christopher L. Jarratt
--------------------------
Christopher L. Jarratt, President
<PAGE>
<PAGE> 11
Exhibit Index
<TABLE>
<S> <C> <C>
Exhibit 7.1 -- Demand Promissory Note
Exhibit 7.2 -- Letter Agreement between the Fund and Jarratt
Associates
Exhibit 7.3 -- Joint Filing Agreement
</TABLE>
<PAGE>
EXHIBIT 7.1
DEMAND PROMISSORY NOTE
$2,250,000.00 August 31, 1995
Cleveland, Ohio
On Demand, for value received, the undersigned, Black Bear Realty, Ltd.,
an Ohio limited liability company ( Borrower ), promises to pay to the order of
Richard M. Osborne, at 7001 Center Street, Mentor, Ohio 44060 ( Lender ), or at
such other place as the holder hereof may designate in writing, the principal
balance of this Demand Promissory Note, together with interest on the unpaid
principal balance at the rate of nine percent (9%) per annum. Interest shall
be payable monthly on the first of each month or when demanded, whichever
occurs first. Borrower by request to Lender may draw down up to Two Million
Two Hundred Fifty Thousand Dollars and 00/100 ($2,250,000.00) under this Demand
Promissory Note; including an initial draw of One Million Thirty-Five Thousand
Dollars and 00/100 ($1,035,000.00) as of the date hereof. If any interest is
unpaid when due, such unpaid interest shall be added to the principal balance
of this Demand Promissory Note.
This Demand Promissory Note may be paid prior to demand, at any time, in
whole or in part, without premium or penalty therefor, with interest to the
date of prepayment.
THIS DEMAND PROMISSORY NOTE is executed at Cleveland, Cuyahoga County,
Ohio as of the date above written.
BLACK BEAR REALTY, LTD
By: /s/ Richard M. Osborne
---------------------------
Richard M. Osborne, Managing Member
<PAGE>
EXHIBIT 7.2
BLACK BEAR REALTY, LTD
7001 Center Street
Mentor, Ohio 44061-1020
July 23, 1995
Jarratt Associates, Inc.
Fifth Floor
207 Third Avenue, North
Nashville, TN 37201
RE: American Industrial Properties
Attn: Chris Jarratt:
The undersigned agree as follows:
Form new entity (probably limited liability company) to purchase up to 9.8
percent of the common stock of IND.
RMO to loan up to $2,250,000.00 to this entity as a preferred investor.
Proceeds will be used to purchase stock and cover any and all expenses of the
entity. RMO to receive a 9% preferred return on amounts advanced to the entity
prior to entity equity owners.
Equity ownership of the entity 75% RMO, 25% JAI.
JAI to receive an advisory fee equal to $10,000.00 per month plus expenses
during the time that the entity owns 5% or more of the outstanding shares of
IND.
/s/ Richard M. Osborne /s/ Christopher L. Jarratt
---------------------- --------------------------
Richard M. Osborne Christopher L. Jarratt
8-9-95 7/27/95
---------------------- --------------------------
Date Date
<PAGE>
EXHIBIT 7.3
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 1, 1995 /s/ Richard M. Osborne
----------------------
Richard M. Osborne
/s/ Christopher L. Jarratt
--------------------------
Christopher L. Jarratt
BLACK BEAR REALTY, LTD.
By: /s/ Richard M. Osborne
--------------------------
Richard M. Osborne, Managing Member
JARRATT ASSOCIATES, INC.
By: /s/ Christopher L. Jarratt
---------------------------------
Christopher L. Jarratt, President
