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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. 6)*
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)
January 24, 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
Pursuant to Rule 13d-1(f)(1), this Amendment No. 6 to Schedule 13D Statement is
filed jointly on behalf of the Richard M. Osborne Trust, Black Bear Realty,
Ltd., an Ohio limited liability company (the "Fund"), Christopher L. Jarratt of
Nashville, Tennessee, and Jarratt Associates, Inc., a Tennessee corporation.
Item 4. Purpose of Transaction.
Item 4 is amended and supplemented as follows:
Reference is hereby made to that certain letter dated January 24, 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 managing member of the Fund, attached hereto as Exhibit 7.12.
Mr. Osborne intends to attempt to pursue further discussions with American
Industrial. Such discussions may include, but not be limited to, Mr. Osborne
proposing a merger, consolidation or other business combination involving
American Industrial and other real estate investment trusts ("REIT"), including
REITs in which Mr. Osborne or his affiliates are shareholders. Mr. Osborne has
no present plans or proposals relating to such a transaction.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.11 -- Joint Filing Agreement
Exhibit 7.12 -- Letter dated January 24, 1996, from Charles W.
Wolcott, President and CEO of American
Industrial, 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: January 26, 1996 BLACK BEAR REALTY, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne
Managing Member
RICHARD M. OSBORNE TRUST
/s/ Richard M. Osborne
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Richard M. Osborne
Trustee
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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: January 26, 1996 /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
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<S> <C> <C>
Exhibit 7.11 -- Joint Filing Agreement
Exhibit 7.12 -- Letter dated January 24, 1996, from Charles W.
Wolcott, President and CEO of American Industrial,
to Mr. Osborne
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EXHIBIT 7.11
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: January 26, 1996 BLACK BEAR REALTY, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne
Managing Member
RICHARD M. OSBORNE TRUST
/s/ Richard M. Osborne
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Richard M. Osborne
Trustee
JARRATT ASSOCIATES, INC.
By: /s/ Christopher L. Jarratt
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Christopher L. Jarratt, President
/s/ Christopher L. Jarratt
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Christopher L. Jarratt
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EXHIBIT 7.12
Via Facsimile and Federal Express
January 24, 1996
Mr. Richard M. Osborne
Black Bear Realty, Ltd.
7001 Center Street
Mentor, Ohio 44060
Dear Mr. Osborne:
This letter is in response to your letter dated December 26, 1995, in
which Black Bear Realty, Ltd. submitted a proposal to American Industrial
Properties REIT (the "Trust"). After careful consideration, the Trust Managers
do not believe your proposal to be in the best interests of the Trust and its
shareholders. Specifically, your proposal included an offer to purchase the
remaining authorized but unissued shares of the Trust and to purchase shares of
the Trust in the open market in an amount up to 30% of the voting power of the
Trust, provided the Trust agreed to waive the 9.8% ownership limitation
contained in the Trust's Bylaws. For various reasons, including protecting the
classification of the Trust as a real estate investment trust ("REIT") for
federal income tax purposes, the Trust Managers do not believe a waiver of the
Trust's 9.8% ownership limitation is warranted or advisable under these
circumstances. In addition, in view of the Trust's current liquidity, the
Trust Managers do not believe the additional funds generated by the proposed
private placement of the Trust's unissued shares is sufficiently beneficial to
the future development of value for the Trust and its shareholders to warrant
such a waiver.
In addition, the Trust Managers do not believe that your stated strategy
to the Trust Managers of utilizing the Trust as a vehicle to consolidate
smaller real estate companies in the REIT industry is the appropriate strategy
for the Trust to increase shareholder value, both in terms of the costs
involved and the likelihood of success, given current market conditions.
Accordingly, based on the foregoing and the Trust Managers' evaluation of
your proposed financial commitment and capabilities, the Trust Managers hereby
reject your proposal. Please be advised that the Trust Managers intend to
continue to pursue such other strategies as they deem appropriate in an effort
to increase shareholder value in the Trust.
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Mr. Richard M. Osborne
January 24, 1996
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We appreciate your continuing interest in the affairs of the Trust and
will consider any additional proposals in the future to determine if such
proposals are in the best interests of the Trust and its shareholders.
Very truly yours,
AMERICAN INDUSTRIAL PROPERTIES REIT
/s/ Charles W. Wolcott
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Charles W. Wolcott
President and CEO
cc: William H. Bricker
Bryan L. Goolsby
CW/w
