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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. 8)*
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)
February 14, 1996
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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
This Amendment No. 8 to Schedule 13D Statement is filed on behalf of Black
Bear Realty, Ltd., an Ohio limited liability company (the "Fund").
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented as follows:
Reference is hereby made to that certain letter dated February 14, 1996,
from Charles W. Wolcott, President and CEO of American Industrial Properties
REIT, a Texas equity real estate investment trust ("American Industrial"), to
Mr. Osborne, sole manager of the Fund, attached hereto as Exhibit 7.14.
Without interfering in the relationship between American Industrial and its
debtholders referenced in the attached letter, the Fund intends to continue to
explore all available options with respect to the American Industrial debt,
including a transaction that would enable all shareholders to benefit from a
discount, if any, that may be available from the debtholders.
The Fund reiterates its proposal made earlier, and never responded to by
American Industrial, that the Fund would be willing to pay up to $75,000 to
have an MAI appraisal done of the American Industrial's properties for the
current year. The Fund is willing to bear the cost of the appraisal because
the Fund believes the appraisal would be a benefit to all American Industrial
shareholders. The appraisal would provide shareholders with a current market
evaluation of the properties and enable American Industrial to formulate a
strategic plan to commence the growth of the American Industrial and properly
evaluate any transaction that may include the transfer by any shareholder of
assets into American Industrial or the infusion by any shareholder of capital
into American Industrial.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.14 -- Letter dated February 14, 1996, from Mr. Wolcott
to Mr. Osborne
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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: February 16, 1996 BLACK BEAR REALTY, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne
Manager
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Exhibit Index
Exhibit 7.14 -- Letter dated February 14, 1996, from Mr. Wolcott to Mr.
Osborne
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Exhibit 7.14
AMERICAN INDUSTRIAL PROPERTIES
R E I T
Via Facsimile and Federal Express
February 14, 1996
Mr. Richard M. Osborne
c/o Black Bear Realty, Ltd.
7001 Center Street
Mentor, Ohio 44060
Dear Mr. Osborne:
We acknowledge receipt of your letter dated February 13, 1996. Please be
advised that any communications by you to Manufacturers Life Insurance Company
("MLI") are not justified and may cause significant adverse consequences for
American Industrial properties REIT ("AIP") and its shareholders. Any
interference with AIP's relationship with MLI could have significant financial
consequences to the Trust. Accordingly, we request that you refrain from any
actions involving MLI as it relates to AIP.
We cannot disclose to you any details regarding AIP's actions related to
MLI which would constitute material, non-public information. Please be
assured, however, that we are proceeding in a manner that we believe is in the
best interest of all of AIP's shareholders.
Very truly yours,
AMERICAN INDUSTRIAL PROPERTIES REIT
/s/ Charles W. Wolcott
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President and CEO
cc: William H. Bricker
Bryan L. Goolsby
