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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. 7)*
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 13, 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. 7 to Schedule 13D Statement is filed on behalf of Black
Bear Realty, Ltd., an Ohio limited liability company (the "Fund").
Item 2. Identity and Background.
Item 2(a) is amended and supplemented as follows:
(a) Effective February 1, 1996, Richard M. Osborne's title at the
Fund is manager.
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented as follows:
Reference is hereby made to that certain letter dated February 13, 1996,
to the Board of Trust Managers of American Industrial Properties REIT, a Texas
equity real estate investment trust ("American Industrial"), from Mr. Osborne,
sole manager of the Fund, attached hereto as Exhibit 7.13. Mr. Osborne intends
to explore all available options with respect to purchasing the American
Industrial debt referenced in the attached letter, including a transaction that
would enable all shareholders to benefit from a discount, if any, that may be
available from the debtholders.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.13 -- Letter dated February 13, 1996, to the Board of
Trust Managers of American Industrial, from
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 13, 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 7.13 -- Letter dated February 13, 1996, to the Board of Trust
Managers of American Industrial, from Mr. Osborne
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EXHIBIT 7.13
BLACK BEAR REALTY, LTD.
7001 Center Street
Mentor, Ohio 44060
February 13, 1996
Via Facsimile and Regular Mail
Board of Trust Managers
American Industrial Properties REIT
6220 North Beltline, Suite 205
Irving, Texas 75063
Attention: Mr. Charles W. Wolcott
Mr. William H. Bricker
Gentlemen:
We regret the decision of the Trust Managers to decline our proposal
contained in our December 26, 1995 letter to you. We believed then, and
continue to believe now, that the proposal was in the best interests of
American Industrial Properties REIT (the "Trust") and all its shareholders.
As substantial shareholders of the Trust, we remain very interested in,
and concerned about, the direction of the Trust. In light of the rejection of
our proposal, the two very expensive lawsuits that have been brought by
management of the Trust, including the lawsuit against the Trust's debtholders
- -- which, if determined adversely, management of the Trust has indicated in SEC
filings may force the Trust to consider seeking bankruptcy protection -- and
other factors, it is apparent that the Trust Managers have a different agenda
from the shareholders. To protect the interests of all the Trust's
shareholders, including our own, we intend to discuss with the holders of the
debt of the Trust all available options with respect to that debt, including
options that would include our purchasing the debt. We are aware that there
are apparently ongoing negotiations between Public Storage, Inc., another Trust
shareholder, and the debtholders. If any agreement is reached between them,
and if any agreement between them includes the agreement of the Trust, we would
carefully scrutinize any such agreement so as to insure that it benefits all
shareholders.
If you have any questions regarding our intended conversations with the
debtholders, please do not hesitate to contact me.
Very truly yours,
BLACK BEAR REALTY, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Manager
/rmo
