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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No.2)*
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)
Marc 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)
October 10, 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 [ ]. (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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CUSIP No. 026791-10-3
Pursuant to Rule 13d-1(f)(1), this Amendment No. 2 to Schedule 13D
Statement is filed jointly on behalf of Black Bear Realty, Ltd., an Ohio
limited liability company (the "Fund"), Christopher L. Jarratt of Nashville,
Tennessee (the Fund and Mr. Jarratt are sometimes referred to as the
"Purchasers"), and Jarratt Associates, Inc., a Tennessee corporation ("Jarratt
Associates").
Item 4. Purpose of Transaction.
Item 4(a) is amended and supplemented by the following:
Richard M. Osborne, the sole managing member of the Fund, proposed to
American Industrial Properties REIT, a Texas equity real estate investment
trust ("American Industrial"), that the Purchasers be permitted to purchase up
to 30% of the outstanding shares of beneficial interest, $0.10 par value per
share (the "Shares"). The purchases would take place in open market or
privately-negotiated transactions. As previously reported, the bylaws of
American Industrial (most-recently amended as the Fourth Amended and Restated
Bylaws dated as of September 29, 1995) purport to prohibit any person from
acquiring more than 9.8% of the aggregate value of all outstanding Shares. The
Purchasers requested that the Board of Trust Managers of American Industrial
exercise its discretionary authority to exempt the Purchasers from the 9.8%
limit in the Bylaws. The Board rejected Mr. Osborne s request. The Purchasers
may consider, but have no present plans or proposals for, challenging the
legality of the imposition of the 9.8% limit.
Item 4(d) is amended and supplemented by the following:
Mr. Osborne requested that American Industrial nominate him for election
to the Board of Trust Managers of American Industrial. The Board rejected Mr.
Osborne s request.
Item 4(j) is amended and supplemented by the following:
The Purchasers have received the previously requested American Industrial
shareholders list.
Item 5. Interest in Securities of the Issuer.
Item 5(c) is amended and supplemented by the following:
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CUSIP No. 026791-10-3
The acquisition of 15,000 Shares by the Fund on September 1, 1995 was
inadvertently reported in both the Schedule 13D Statement filed by the
Purchasers, Mr. Jarratt and Jarratt Associates on September 1, 1995 and
Amendment No. 1 to the Schedule 13D Statement filed by the Purchasers, Mr.
Jarratt and Jarratt Associates on September 20, 1995. There was only one
acquisition of 15,000 Shares by the Fund on September 1, 1995.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.5 -- Joint Filing Agreement
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CUSIP No. 026791-10-3
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: October 11, 1995 BLACK BEAR REALTY, LTD.
/s/ Richard M. Osborne
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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: October 11, 1995 /s/ Christopher L. Jarratt
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Christopher L. Jarratt
JARRATT ASSOCIATES, INC.
/s/ Christopher L. Jarratt
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Christopher L. Jarratt, President
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Exhibit Index
<TABLE>
<S> <C> <C>
Exhibit 7.5 -- Joint Filing Agreement
</TABLE>
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EXHIBIT 7.5
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: October 11, 1995 BLACK BEAR REALTY, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Managing Member
/s/ Christopher L. Jarratt
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Christopher L. Jarratt
JARRATT ASSOCIATES, INC.
By: /s/ Christopher L. Jarratt
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Christopher L. Jarratt, President
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