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
Check the appropriate box:
X Preliminary Proxy Statement Confidential, for Use of the
Definitive Proxy Statement Commission Only (as permitted
Definitive Additional Materials by Rule 14a-6(e)(2))
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):
$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.
X $500 per each party to the controversy pursuant to Exchange
Act Rule 14a-6(i)(3).
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:
Fee paid previously with preliminary materials.
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:
AMERICAN INDUSTRIAL PROPERTIES REIT
6220 North Beltline
Suite 205
Irving, Texas 75063
(972) 550-6053
__________
PROXY STATEMENT
___________
ANNUAL MEETING OF SHAREHOLDERS
Wednesday, December 18, 1996
This Proxy Statement is furnished in connection with the
solicitation of Proxies by the Trust Managers of American
Industrial Properties REIT, a Texas real estate investment trust
(the "Trust"), for use at the Annual Meeting of Shareholders to
be held at 6220 North Beltline, Suite 202, Irving, Texas at 9:00
a.m. Dallas time on Wednesday, December 18, 1996. Accompanying
this Proxy Statement is the Proxy for the Annual Meeting, which
you may use to indicate your vote as to each of the proposals
described in this Proxy Statement. This Proxy Statement and the
accompanying Proxy are first being mailed to shareholders on or
about November 14, 1995. The Annual Report outlining the Trust's
operations for the fiscal year ended December 31, 1995 (the
"Annual Report") was mailed to shareholders on or about August 5,
1996.
The close of business on Wednesday, November 13, 1996 has
been fixed as the record date for the determination of
shareholders entitled to notice of and to vote at the Annual
Meeting. As of the record date, the Trust had outstanding
9,075,400 Shares of Beneficial Interest, $0.10 par value (the
"Shares"), the only outstanding voting security of the Trust. A
shareholder is entitled to cast one vote for each Share held on
the record date on all matters to be considered at the Annual
Meeting.
At the Annual Meeting, action will be taken to (i) elect
three Trust Managers to hold office until their successors, if
any, are duly elected and qualified at the next annual meeting,
and (ii) ratify the selection of Ernst & Young as independent
auditors for the Trust for the fiscal year ended December 31,
1996 (the "1996 Fiscal Year").
Shareholders are urged to sign the accompanying Proxy, and
after reviewing the information contained in this Proxy Statement
and in the Annual Report, to return the Proxy in the envelope
enclosed for that purpose. Valid Proxies will be voted at the
Annual Meeting and at any adjournments thereof in the manner
specified therein. If no direction is given, but the Proxy is
validly executed, such Proxy will be voted FOR the election of
the nominees for Trust Manager set forth in this Proxy Statement
and FOR the ratification of the selection of Ernst & Young as
independent auditors for the Trust for the 1996 Fiscal Year. In
their discretion, the persons authorized under the proxies will
vote upon such other business as may properly come before the
meeting.
A shareholder may revoke his or her Proxy at any time before
it is voted either by filing with the Secretary of the Trust at
its principal executive office a written notice of revocation or
by submitting a duly executed Proxy bearing a later date, or by
attending the Annual Meeting and expressing a desire to vote his
or her Shares in person.
The holders of a majority of the Shares issued and
outstanding and entitled to vote, present in person or
represented by Proxy (4,537,701 Shares), shall constitute a
quorum for the transaction of business at the Annual Meeting.
If such quorum should not be present at the Annual Meeting, the
Annual Meeting may be adjourned from time to time without notice
other than announcement at the Annual Meeting until a quorum
shall be present.
Abstentions and broker non-votes (where a nominee holding
Shares for a beneficial owner has not received voting
instructions from the beneficial owner with respect to a
particular matter and such nominee does not possess or choose to
exercise discretionary authority with respect thereto) will be
included in the determination of the number of Shares present at
the Annual Meeting for quorum purposes. Abstentions and broker
non-votes will have the same effect as a vote against the
proposals. Failure to return the Proxy or failure to vote at the
annual meeting will have the same effect as a vote against the
proposals.
The Trust's principal executive offices are located at 6220
North Beltline, Suite 205, Irving, Texas 75063.
PROPOSAL ONE
ELECTION OF TRUST MANAGERS
The number of Trust Managers to be elected at the Annual
Meeting is three. Each shareholder is entitled to cast one vote
for each Share held on the record date. The affirmative vote of
a majority of the outstanding Shares entitled to vote (4,537,701
Shares) and present in person or by proxy is required to elect
Messrs. Bricker and Wolcott, who have been previously elected as
Trust Managers by the shareholders of the Trust. The affirmative
vote of two-thirds of the outstanding Shares entitled to vote
(6,050,267 Shares) is required to elect Robert E. Giles, who has
not been previously elected as a Trust Manager by the
Shareholders of the Trust. Each nominee is presently a Trust
Manager and was appointed from time to time as indicated below.
The following information as of November 1, 1996 is
submitted concerning the nominees named for election as Trust
Managers:
Trust Manager
Name Age Since
William H. Bricker 64 September 1985
Charles W. Wolcott 43 August 1993
Robert E. Giles 48 March 1996
The following information with respect to the principal
occupation or employment, other affiliations and business
experience of each nominee during the last five years has been
furnished to the Trust by each such nominee:
William H. Bricker has served as a Trust Manager of the
Trust since its inception in September 1985. Mr. Bricker has
served as President of D.S. Energy Services Incorporated and has
consulted in the energy field and on international trade since
1987. In May 1987, Mr. Bricker retired as the Chairman and Chief
Executive Officer of Diamond Shamrock Corporation where he held
various management positions from 1969 through May 1987.
Mr. Bricker is a director of the LTV Corporation, the Eltech
Systems Corporation and the National Paralysis Foundation. He
received his Bachelor of Science and Master of Science degrees
from Michigan State University.
Charles W. Wolcott has served as a Trust Manager since
August 1993 and as President and Chief Executive Officer of the
Trust since May 1993. For the six months immediately prior to
his appointment as President of the Trust, Mr. Wolcott was
engaged in developing various personal business enterprises. Mr.
Wolcott was President and Chief Executive Officer of Trammell
Crow Asset Services, Inc., a real estate asset and portfolio
management affiliate of Trammell Crow Company, from 1990 to 1992.
He served as Vice President and Chief Financial and Operating
Officer of the Trust from 1988 to 1990. From 1988 to 1990, Mr.
Wolcott was a partner in Trammell Crow Ventures Operating
Partnership. Prior to joining the Trammell Crow Company in 1984,
Mr. Wolcott was President of Wolcott Corporation, a firm engaged
in the development and management of commercial real estate
properties. Mr. Wolcott graduated from the University of Texas
at Austin in 1975 with a Bachelor of Science degree and received
a Master of Business Administration degree from Harvard
University in 1977.
Robert E. Giles has served as a Trust Manager since March
1996, when he was appointed as an independent Trust Manager. Mr.
Giles has over twelve years of experience in the acquisition,
disposition and development of real estate assets. Mr. Giles is
the president of Robert E. Giles Interests, Inc., an
international real estate development firm based in Houston,
Texas. Prior to establishing his own company, Mr. Giles served
as President and Director of National Loan Bank from 1990 to
1994, and was most recently engaged in a joint venture with
Goldman, Sachs & Co. managing the marketing of approximately $2.3
billion of real estate assets in 43 states. Mr. Giles received
his Bachelor of Arts degree from University of Texas - Austin in
1970 and received a Master of Arts degree from University of
Texas - Arlington in 1973.
If the requisite vote is not obtained with respect to the
election of Messrs. Bricker and Wolcott, they will nonetheless
continue in their capacities as the existing Trust Managers of
the Trust. The Trust Managers will hold office until their
successors, if any, are duly elected and qualified at the next
annual meeting.
The Trust Managers have no reason to believe that any of the
nominees will not serve if elected, but if any of them should
become unavailable to serve as a Trust Manager, and if the Trust
Managers designate a substitute nominee, the persons named in the
accompanying Proxy will vote for the substitute nominee
designated by the Trust Managers, unless a contrary instruction
is given in the Proxy. The Trust Managers did not appoint a
nominating committee to nominate Trust Managers for election.
No family relationship exists among any of the Trust
Managers or executive officers of the Trust. No arrangement or
understanding exists between any Trust Manager or executive
officer or any other person pursuant to which any Trust Manager
or executive officer was selected as a Trust Manager or executive
officer of the Trust.
Fourteen regularly scheduled or special Trust Manager
meetings were held during the fiscal year ended December 31, 1995
(the "1995 Fiscal Year"). Messrs. Bricker and Wolcott attended
100% of all 1995 Fiscal Year Trust Manager and Trust Manager
committee meetings.
During the past ten years, neither Messrs. Bricker, Wolcott
nor Giles has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
Share purchases by Charles Wolcott during the past two years
are as follows:
Number of
Date Shares Price per
Purchased Purchased Share Total
9/16-24/94 35,000 $1.375 $48,125.00
4/26/95 5,000 $1.375 $6,875.00
Total 40,000 $55,000.00
Neither Messrs. Bricker, Wolcott nor Giles is or was ever a
party to any contract, arrangements or understandings with any
person with respect to any securities of the Trust, including,
but not limited to, joint ventures, loan or option arrangements,
puts or calls, guaranties against loss or guaranties of profit,
division of losses or profits, or the giving or withholding of
proxies.
Neither Messrs. Bricker, Wolcott nor Giles has ever engaged
in any transaction or series of similar transactions, or is a
party to any currently proposed transaction or series of similar
transactions, to which the Trust was or is to be a party, in
which the amount involved exceeds $60,000.
Neither Messrs. Bricker, Wolcott nor Giles has any
arrangement or understanding with any person with respect to any
future employment by the Trust or with respect to any future
transactions to which the Trust will or may be a party.
Neither Messrs. Bricker, Wolcott nor Giles has been indebted
to the Trust at any time.
The Trust Managers unanimously recommend that shareholders
vote FOR the election of the Trust Managers as set forth in
Proposal One.
PROPOSAL TWO
RATIFICATION OF INDEPENDENT AUDITORS
The shareholders are asked to ratify the appointment by the
Trust Managers of Ernst & Young as the Trust's independent
auditors for the 1996 Fiscal Year. The selection was based upon
the recommendation of the Audit Committee.
Effective May 24, 1994, the Trust dismissed its prior
independent auditors, Kenneth Leventhal & Company and retained as
its new independent auditors, Ernst & Young. Kenneth Leventhal &
Company's Independent Auditors' Report on the Trust's financial
statements for fiscal year ended December 31, 1993 did not
contain an adverse opinion or a disclaimer of opinion, and was
not qualified or modified as to uncertainty, audit scope or
accounting principles. The decision to change independent
auditors was recommended by the Audit Committee of the Trust
Managers and approved by the Trust Managers on May 24, 1994.
During the 1993 Fiscal Year and through May 24, 1994, there were
no disagreements between the Trust and Kenneth Leventhal &
Company on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which disagreements, if not resolved to the satisfaction of
Kenneth Leventhal & Company, would have caused it to make
reference to the subject matter of the disagreements in
connection with the report. In May 1995, Kenneth Leventhal &
Company merged with Ernst & Young.
During the 1993 Fiscal Year and through May 24, 1994, the
Trust did not consult Ernst & Young regarding the application of
accounting principles to a specified transaction or any audit
opinion.
Representatives of Ernst & Young will be present at the
Annual Meeting to respond to appropriate questions from
shareholders and to make a statement if they desire.
Adoption of this proposal requires approval by the holders
of a majority of the Shares present in person or represented by
proxy, and entitled to vote at the Annual Meeting.
The Trust Managers unanimously recommend that shareholders
vote FOR the ratification of the appointment of Ernst & Young as
the Trust's independent auditors for the 1995 Fiscal Year.
MANAGEMENT
Executive Officers
Set forth below is information regarding the names and ages
of the executive officers of the Trust (each of whom serves at
the pleasure of the Trust Managers), all positions held with the
Trust by each individual, and a description of the business
experience of each individual for at least the past five years.
Name Age
Title
Trust Manager, President and Chief
Charles W. Wolcott 43 Executive Officer
Vice President and Chief Financial
Marc A. Simpson 42 Officer, Secretary and Treasurer
Vice President and Chief Operating
David B. Warner 38 Officer
Information regarding the business experience of Mr. Wolcott
is provided under "Proposal One -- Election of Trust Managers."
Marc A. Simpson has served as Vice President and Chief
Financial Officer, Secretary and Treasurer of the Trust since
March 1994. From November 1989 through March 1994, Mr. Simpson
was a Manager in the Financial Advisory Services Group of Coopers
& Lybrand. Prior to that time, he served as Controller of
Pacific Realty Corp., a real estate development company. Mr.
Simpson graduated with a Bachelor of Business Administration from
Midwestern State University in 1978, and received a Masters of
Business Administration from Southern Methodist University in
1990.
David B. Warner has served as Vice President and Chief
Operating Officer of the Trust since May 1993. From 1989 through
the date he accepted a position with the Trust, Mr. Warner was
Director of the Equity Investment Group for the Prudential Realty
Group. From 1985 to 1989, he served in the Real Estate Banking
Group of NCNB Texas National Bank. Mr. Warner graduated from the
University of Texas at Austin in 1981 with a Bachelor of Business
Administration and received a Masters of Business Administration
from the same institution in 1984.
Committees of the Trust Managers
Audit Committee. The Audit Committee of the Trust Managers
met once during the 1995 Fiscal Year. The Audit Committee
reviews and approves the scope and results of any outside audit
of the Trust, and the fees therefor, and makes recommendations to
the Trust Managers or management concerning auditing and
accounting matters and the efficacy of the Trust's internal
control systems. The Audit Committee selects independent
auditors subject to the approval of the shareholders at the
annual meeting. Mr. Bricker was the sole member of the Audit
Committee during the 1995 Fiscal Year.
Compensation Committee. The Compensation Committee met
three times during the 1995 Fiscal Year. The Compensation
Committee establishes guidelines for compensation and benefits of
the executive officers of the Trust based upon achievement of
objectives and other factors. The Compensation Committee is also
responsible for acting upon all matters concerning, and
exercising such authority as is delegated to it under the
provisions of, any benefit, retirement or pension plan. Mr.
Bricker was the sole member of the Compensation Committee during
the 1995 Fiscal Year.
Election Of Trust Managers And Executive Officers
Trust Managers are elected at each annual meeting of the
shareholders of the Trust and hold office until their successors
have been duly elected and qualified, or until their earlier
death or resignation. Executive officers serve at the discretion
of the Trust Managers.
Executive and Trust Manager Compensation
The following table summarizes the compensation paid by the
Trust to the executive officers of the Trust since the
commencement of their respective employment with the Trust
through the year ended December 31, 1994:
SUMMARY COMPENSATION TABLE
Annual Compensation
Name and
Principal Fiscal Salary Bonus (1) Other (2)
Position Year
Charles W. 1995 $189,000 $72,000 (5) $7,040 (7)
Wolcott 1994 180,000 62,100 (6) 7,222 (8)
President 1993 115,000 (1) 50,000 4,463
and CEO
Marc A. 1995 $105,000 $40,000 (5) $6,838 (7)
Simpson 1994 81,859 (2) 34,500 (6) 4,095 (8)
Vice 1993 (3) (3) (3)
President
and CFO,
Secretary
and
Treasurer
David B. 1995 $100,000 $43,000 (5) 6,312 (7)
Warner 1994 92,000 34,500 (6) 4,429 (8)
Vice 1993 (4) (4) (4)
President
and COO
__________
(1) Mr. Wolcott's annualized salary for 1993 was $150,000.
(2) Mr. Simpson's annualized salary for 1994 was $100,000.
(3) Mr. Simpson was not employed by the Trust in 1993.
(4) Mr. Warner's salary and bonus for 1993 did not exceed
$100,000.
(5) Represents bonus payments for 1995 paid in January 1996.
(6) Represents bonus payments for 1994 paid in February 1995.
(7) Represents the Trust's contribution to the Retirement and
Profit Sharing Plan in January 1996.
(8) Represents the Trust's contribution to the Retirement and
Profit Sharing Plan paid in February 1995.
In 1995, the Trust paid its non-employee Trust Managers an
annual fee of $20,000 plus $1,000 for each Trust Manager or
committee meeting attended in person. In addition, the Trust
Managers are reimbursed for their expenses incurred in connection
with their duties as Trust Managers. In addition to the annual
fee, Mr. Bricker received $17,000 in 1995 for attendance at Trust
Manager and committee meetings. Mr. Wolcott did not receive any
compensation for his services as a Trust Manager.
401(k) Plan
The Trust has adopted a Retirement and Profit Sharing Plan (the
"Profit Sharing Plan") for the benefit of employees of the Trust.
Employees who were employed by the Trust on November 1, 1993, and
who have attained the age of 21 are immediately eligible to
participate in the Profit Sharing Plan. All other employees of
the Trust are eligible to participate in the Plan after they have
completed six months of service with the Trust and attained the
age of 21.
Each participant may make contributions to the Profit Sharing
Plan by means of a pre-tax salary deferral which may not be more
than 15% of the employee's compensation. The Trust will
contribute, on behalf of each non-highly compensated employee and
non-key employee who is actively employed on the last day of each
plan year, a special discretionary contribution equal to a
percentage of such employee's compensation, which will be
determined each year by the Trust. The Internal Revenue Code
limits the annual amount of salary deferrals that may be made by
any employee.
An employee's salary deferral contribution will always be 100%
vested and nonforfeitable, although such contributions will be
affected by any investment gains or losses to the Profit Sharing
Plan. In general, in the event of retirement, death or
disability, 100% of a participating employee's account would be
available for distribution to either the employee or such
employee's beneficiary, as applicable. The Trust Managers may
amend the Profit Sharing Plan at any time. In no event, however,
may any amendment (i) authorize or permit any part of the Profit
Sharing Plan assets to be used for purposes other than the
exclusive benefit of participating employees or their
beneficiaries, or (ii) cause any reduction in the amount credited
to each participating employee's account. Likewise, the Trust
Managers have the right to terminate the Profit Sharing Plan at
any time. In the event of such termination, all amounts credited
to each employee's account will continue to be 100% vested. A
complete discontinuance of contributions to the Profit Sharing
Plan by the Trust will also constitute an event of termination of
the Profit Sharing Plan.
REPORT OF THE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
Compensation for the executive officers of the Trust is
administered under the direction of the Compensation Committee of
the Trust Managers. The following is the Compensation
Committee's report, in its role as reviewer of the Trust's pay
programs, on 1995 compensation practices for the executive
officers of the Trust. The report and the performance graph that
appears immediately after such report shall not be deemed to be
soliciting material or to be filed with the Securities and
Exchange Commission under the Securities Act of 1933 or the
Securities Exchange Act of 1934 or incorporated by reference in
any document so filed.
Base Salary. The Compensation Committee determines base
salaries for executive officers by evaluating the
responsibilities of the position held and the experience of the
individual, and by reference to the competitive marketplace for
executive talent, including a comparison to base salaries for
comparable positions at other real estate investment trusts, to
historical levels of salary paid by the Trust, and to
recommendations of Kenneth Leventhal & Company as independent
compensation consultants to the Trust. Salary adjustments are
based on a periodic evaluation of the performance of the Trust
and of each executive officer, and also take into account new
responsibilities as well as changes in the competitive
marketplace. Mr. Wolcott, who has served as President and Chief
Executive Officer of the Trust since the commencement of his
employment with the Trust on May 23, 1993 through December 31,
1995, received a base salary of $189,000 for the 1995 Fiscal
Year. Base compensation levels for the Trust for the 1995 Fiscal
Year were below the REIT industry as a whole, which was
consistent with the Trust's desire to bring its operating
performance up to the standards of the REIT industry and to focus
on the incentive portion of compensation during a period of
repositioning the Trust's operations.
Performance-Based Bonus Plan. Each year, in order to encourage
the accomplishment of the short-term goals of the Trust, the
Compensation Committee reviews and approves a performance-based
bonus plan for executive officers and other employees of the
Trust based in part on increases in Funds From Operations ("FFO")
per Share as defined by the National Association of Real Estate
Investment Trusts ("NAREIT"). The Compensation Committee
believes that the most direct measurement of the Trust's success
is through its FFO. As such, each executive officer was eligible
in 1995 to receive a bonus of up to 25% of his base salary based
on specified improvements in FFO. In addition to the FFO-related
bonus, each executive officer was eligible to receive a bonus of
up to 15% of his base salary for achievement of specific goals
established by the Compensation Committee. Each employee of the
Trust is eligible to receive a merit bonus of up to 10% of his or
her base salary in the discretion of the Compensation Committee,
based strictly on individual performance. With respect to the
1995 Fiscal Year, the Compensation Committee awarded a $72,000
bonus to Mr. Wolcott, a $43,000 bonus to Mr. Warner and a $40,000
bonus to Mr. Simpson.
On March 13, 1996, the Trust entered into Bonus and Severance
Agreements with each of Messrs. Wolcott, Simpson and Warner.
These agreements formalized the Trust's policy of providing an
annual incentive bonus of up to fifty percent of the employee's
base salary upon the achievement of certain objectives
established by the Compensation Committee. In addition, the
agreements generally provide that if the employee is terminated
within one year after a Change in Control (as defined), the
employee will be entitled to receive an amount equal to one times
the employee's annual base salary, continuation of health and
welfare benefits for up to one year and the prorated amount of
any annual incentive bonus earned through the date of
termination. The agreements are effective through March 13,
1999.
Other Compensation. Other compensation payable to the
executives of the Trust includes contributions to the Employee
Retirement and Profit Sharing Plan of the Trust and insurance
premiums paid by the Trust under the Medical, Dental and Long-
Term Disability Plan. See "Management -- 401(k) Plan".
1995 Compensation Committee,
William H. Bricker
PERFORMANCE GRAPH
The rules and regulations of the Securities and Exchange
Commission require the presentation of a line graph comparing,
over a period of five years, the cumulative total shareholder
return to a performance indicator of a broad equity market index
and either a nationally recognized industry index or a peer group
index constructed by the Trust. The chart below compares the
performance of the Shares with the performance of the Standard &
Poors 500 Index and the NAREIT Equity REIT Index. The comparison
assumes $100 was invested on December 31, 1990 in the Shares and
in each of the foregoing indices and assumes reinvestment of
dividends.
[GRAPH GOES HERE]
Following is table which details information provided by graph.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
Dec. Dec. Dec. Dec. Dec. Dec.
1990 1991 1992 1993 1994 1995
S&P 500 Index 100.00 130.55 140.56 154.6 156.63 215.25
NARIET Equity
Without
Healthcare
Index 100.00 129.42 156.16 185.37 190.91 218.04
AIP REIT 100.00 86.31 101.56 122.29 74.73 110.75
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the
beneficial ownership of Shares by (i) each Trust Manager and each
nominee for Trust Manager, (ii) the Trust's Chief Executive
Officer and each executive officer of the Trust, and (iii) all
Trust Managers and executive officers of the Trust as a group,
and, to the Trust's knowledge, by any person owning beneficially
more than 5% of the outstanding shares of such class, in each
case at November 1, 1996. Each person named in the table has
sole voting and investment power with respect to all Shares shown
as beneficially owned by such person.
Amount and
Beneficial Owner Nature
of Beneficial Percentage
Ownership of Class
William H. Bricker 2,000 *
Robert E. Giles -0- 0%
Charles W. Wolcott 55,500 *
Marc A. Simpson 10,500 *
David B. Warner 4,000 *
Pure World, Inc.
c/o Natalie I. Koether
P.O. Box 97
Far Hills, NJ 07931 907,000 9.994%(1)
Black Bear Realty, Ltd.
7001 Center Street
Mentor, Ohio 44060 910,800 10.036%(2)
All Trust Managers and
executive officers as a group
(four persons) 72,000 *
______________
*Ownership is less than 1% of outstanding Shares.
(1) This information was obtained from the Schedule 14A
preliminary proxy statement filed by Pure World, Inc. with
the Securities and Exchange Commission ("SEC") on October
30, 1996.
(2) Information obtained from Amendment No. 5 to Schedule 13D of
Black Bear Realty, Ltd., Richard M. Osborne Trust,
Christopher L. Jarratt and Jarratt Associates, Inc. filed
with the SEC on January 10, 1996.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Based solely upon a review of Forms 3, 4 and 5 furnished to the
Trust with respect to the 1994 Fiscal Year, no person failed to
disclose on a timely basis, as disclosed in such forms, reports
required by Section 16(a) of the Securities Exchange Act of 1934,
as amended.
PROPOSALS BY SHAREHOLDERS
A proper proposal submitted by a shareholder for presentation at
the Trust's 1996 Annual Meeting and received at the Trust's
principal executive office no later than July 16, 1996 will be
included in the Proxy Statement and Proxy related to the 1996
Annual Meeting.
OTHER MATTERS
The Trust Managers have been notified that Pure World, Inc.
currently intends to propose (1) to remove the Trust Managers and
subsequently seek to have a federal court appoint a receiver for
the Trust, and (2) to prevent the re-election of the Trust
Managers at the Annual Meeting.. Detailed information will be
the responsibility of Pure World, Inc. with respect to their
proposal. The Trust does not believe that Pure World, Inc.'s
Proposal No. 1 is legally valid under the Texas Real Estate
Investment Trust Act (the "Act"). As a federal court has
previously ruled, under the Act, Trust Managers remain in office
until their successors are elected. Pure World, Inc.'s proposal
to remove the Trust Managers without electing new Trust Managers
does not, in the opinion of the Trust, comport with the legal
requirements of the Act. Likewise, the Trust believes that Pure
World, Inc.'s Proposal No. 2 is without force and effect for the
same reasons.
The Trust Managers are aware of no other matter that will be
presented for action at the Annual Meeting. If such proposals or
any other matters requiring a vote of the shareholders properly
comes before the Annual Meeting, the persons authorized under the
Proxies will vote and act according to their best judgment.
EXPENSES
The expense of preparing, printing and mailing proxy materials
to the Trust's shareholders will be borne by the Trust. The
Trust has engaged the firms of Corporate Investor Communications,
Inc. and Proveaux, Stephen & Spencer, Inc. to assist in the
solicitation of proxies from shareholders. Proxies on the
TRUST'S BLUE PROXY CARD are being solicited by the Trust Managers
of the Trust. The business address of Mr. Wolcott, the President
and CEO of the Trust, is 6220 North Beltline, Suite 205, Irving,
Texas 75063. The business address of Mr. Bricker, a Trust
Manager of the Trust, is 16475 Dallas Parkway, Suite 350, Dallas,
Texas 75248. The business address of Mr. Giles is 3040 Post Oak
Boulevard, Suite 315, Houston, Texas 77056. Proxies may also be
solicited personally or by telephone by officers and employees of
the Trust, none of whom will receive additional compensation
therefor. In addition to mailing this material to Trust
shareholders, the Trust has asked banks and brokers to forward
copies to persons for whom they hold stock of the Trust and to
request authority for execution of the proxies. The Trust will
reimburse the banks and brokers for their reasonable out-of-
pocket expenses in doing so. The expense of preparing, printing
and mailing the Proxy Statement and all supplemental materials,
as well as the cost of the solicitors and attorneys, anticipated
to be approximately $80,000, will be borne by the Trust. Of
these expenses, the estimated fees for Corporate Investor
Communications, Inc. are $25,000 and for Proveaux, Stephen &
Spencer, Inc. are $6,000. Both parties will be reimbursed for
reasonable out-of-pocket expenses. To date, the Trust has not
spent any amount of the anticipated expenses.
ANNUAL REPORT TO SHAREHOLDERS
The Trust's Annual Report (which does not form a part of the
proxy solicitation material) containing audited financial
statements was mailed on or about August 5, 1996 to all
shareholders of record as of August 1, 1996. A copy of the
Trust's Annual Report on Form 10-K, as filed with the Securities
and Exchange Commission, will be furnished to shareholders,
without exhibits and without charge, upon written request to:
Investor Relations, American Industrial Properties REIT, 6220 N.
Beltline Road, Suite 205, Irving, Texas 75063.
**IMPORTANT**
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.
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 envelope 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.
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.
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.
If you do not indicate how your shares should be voted, the
Proxy will be voted AGAINST Pure World Inc.'s proposals and
in the discretion of the proxies with respect to all other
matters that may properly come before the meeting.
Wording of Proxy Card follows:
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 18, 1996
P The undersigned hereby appoints William H. Bricker,
R Robert E.Giles and Charles W. Wolcott, and each of
O them, as Proxies,each with the power to appoint his
X substitute, and hereby authorizes them to represent
Y and vote all of the undersigned's Shares of Beneficial
Interest in the Trust, held of record on November 13, 1996,
at the Annual Meeting of Shareholders to be held on
December 18, 1996 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, this Proxy
will be voted FOR the first and second proposals. The
Proxies will vote with respect to the third 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.
- - -----------------------------------------------------------------
1. Election of Trust Managers* FOR WITHHOLD AUTHORITY
/ / / /
Nominess: William H. Bricker
Charles W. Wolcott
Robert E. Giles
2. Ratification of the selection of FOR AGAINST ABSTAIN
Ernst & Young as independent / / / / / /
auditors.
3. IN THEIR DISCRETION, THE PROXIES AGAINST FOR ABSTAIN
ARE AUTHORIZED TO VOTE UPON SUCH OTHER / / / / / /
MATTERS AS MAY PROPERLY COME BEFORE THE
ANNUAL MEETING OR ANY POSTPONEMENTS OR
ADJOURNMENTS THEREOF
* Instruction: To withhold authority to
vote for any of the above nominees, strike a
line through that nominee's name in the list
above. To withhold authority to vote for all
nominees, mark the "Withhold Authority" box.
By signing and returning this Proxy, the
undersigned acknowledges receipt of the
Notice of Annual Meeting and Proxy statement
delivered herewith.
Signature of Shareholder Date
Signature if Shares held Date
in more than one name
PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE
ENCLOSED ENVELOPE.
