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. )
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AMERICAN INDUSTRIAL PROPERTIES REIT
(Name of Registrant as Specified in Its Charter)
Not Applicable
(Name of Person(s) Filing Proxy Statement)
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Released by Southwest Newswire For Immediate Release
AMERICAN INDUSTRIAL PROPERTIES REIT
SENDS ADDITIONAL MATERIAL IN CONNECTION
WITH ANNUAL MEETING
DALLAS, Texas, December 11, 1995 -- American Industrial
Properties REIT [NYSE:IND] (the "Trust"), today announced that it
was sending additional proxy materials to its shareholders
clarifying certain matters regarding the election of Trust
Managers at the Trust's Annual Meeting of Shareholders on
December 13, 1995 and the support of management by Public
Storage, Inc.
These materials described that on February 2, 1995,
consistent with the 66 2/3% requirement for the election of Trust
Managers under the Texas REIT Act, the Bylaws of the Trust were
amended to provide that Trust Manager nominees who have not been
previously elected as Trust Managers must be elected by 66 2/3%
of the outstanding shares. On September 29, 1995, the Trust
Managers amended the Bylaws to specifically provide that a 66
2/3% vote was required to amend any Bylaw provisions which
required a 66 2/3% vote.
Subsequent to Pure World's mailing of its initial proxy
materials, the Trust Managers took additional action to amend the
Bylaws to ensure that Pure World's solicitation of a majority
vote to amend the Bylaws could not be used to circumvent this 66
2/3% requirement.
It is the Trust's view that Bylaw amendments proposed by
Pure World cannot validly circumvent this 66 2/3% requirement
and, accordingly, Pure World's Trust Manager nominees, (just like
Charles W. Wolcott and William H. Bricker when they initially
became Trust Managers) must receive a 66 2/3% vote to become
Trust Managers.
The Trust also announced that Public Storage, Inc. intends
to support management and vote its 422,000 shares for Mr. Bricker
and Mr. Wolcott and against Pure World's nominees and against the
Bylaw amendments proposed by Pure World. All of Public Storage's
shares were purchased during the past year. Public Storage
recently disclosed in a report filed with the SEC that it has had
various discussions with the Trust relating to possible corporate
transactions with the Trust, including a merger between the two
entities, a transfer of commercial properties from Public Storage
to the Trust, an infusion of capital from Public Storage to the
Trust and employment arrangements with the principal executive
officers of the Trust. While there have been preliminary
discussions with Public Storage, there are no agreements,
arrangements or understandings between Public Storage and the
Trust at this time.
American Industrial Properties REIT is a self-administered
equity real estate investment trust which has acquired, managed
and improved industrial and other commercial properties since
1985. The Trust owns and operates 15 industrial properties and
one retail shopping mall.
For additional information,
please contact:
Charles W. Wolcott
(214) 550-6053
