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:
[LETTERHEAD]
December 6, 1995
Dear Fellow Shareholders:
WHY 66 2/3%?
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 our view that Pure World's purported Bylaw amendments
cannot validly circumvent this 66 2/3% requirement and,
accordingly, Koether and Pure World's other nominees, (just like
Mr. Wolcott and Mr. Bricker when they initially became Trust
Managers) must receive a 66 2/3% vote to become Trust Managers.
PUBLIC STORAGE DISCUSSIONS
We previously 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.
We urge you to vote the TRUST'S BLUE PROXY CARD. If you have any
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 envelop 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.
(PRESS RELEASE)
Released by Southwest Newswire For Immediate Release
AMERICAN INDUSTRIAL PROPERTIES REIT
RECEIVES CONTEST ENDORSEMENT
FROM LEADING SHAREHOLDER ADVISORY FIRM
DALLAS, Texas, December 7, 1995 -- American Industrial
Properties REIT [NYSE:IND] (the "Trust"), today announced that
Institutional Shareholder Services, Inc. ("ISS") has recommended
that its clients support the Trust's incumbent Trust Managers and
vote for the election of Charles W. Wolcott and William H.
Bricker as Trust Managers and oppose the nominees of Pure World,
Inc. In addition, ISS recommended that shareholders oppose the
Bylaw amendments proposed by Pure World. ISS also recommended
that shareholders support the appointment of Ernst & Young as the
Trust's auditors. The Trust's shareholders will vote on these
matters at its Annual Meeting of Shareholders scheduled for
December 13, 1995. ISS, based in Bethesda, Maryland, is a long-
standing advisor on proxy contests, corporate governance and
related issues to many major institutional shareholders.
Charles Wolcott, President and CEO of American Industrial
Properties REIT, commented, "We are pleased that ISS's
independent recommendation supports the Trust on these issues.
We believe ISS provides an objective source for shareholders who
are looking for the judgment of a neutral party to provide
guidance on their vote".
American Industrial Properties REIT is a self-administered
equity real estate investment Trust which has acquired, managed
and improved industrial and other commercial proprieties since
1985. The Trust owns and operates 15 industrial properties and
one retail shopping mall.
For additional information, please contact:
Charles W. Wolcott
President
(214) 550-6053
(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.
