<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 3)
AMERICAN INDUSTRIAL PROPERTIES REIT
(Name of Issuer)
SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.10 PER SHARE
(Title of Class of Securities)
026791103
(CUSIP Number)
T. PATRICK DUNCAN
USAA REAL ESTATE COMPANY
8000 ROBERT F. MCDERMOTT FREEWAY
IH-10 WEST, SUITE 600
SAN ANTONIO, TEXAS 78230-3884
(210) 498-7541
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
APRIL 30, 1998
(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 [ ].
(Continued on following pages)
(Page 1 of 40 Pages)
<PAGE> 2
CUSIP NO. 026791103 13D Page 2 of 40 Pages
================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
United Services Automobile Association
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,678,086 Shares of Beneficial Interest (See Item 5)
PERSON WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,678,086 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,678,086 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1% (See Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
<PAGE> 3
CUSIP NO. 026791103 13D Page 3 of 40 Pages
================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
USAA Capital Corporation
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,678,086 Shares of Beneficial Interest (See Item 5)
PERSON WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,678,086 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,678,086 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1% (See Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
<PAGE> 4
CUSIP NO. 026791103 13D Page 4 of 40 Pages
================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
USAA Real Estate Company
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 1,678,086 Shares of Beneficial Interest (See Item 5)
PERSON WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,678,086 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,678,086 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.1% (See Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
<PAGE> 5
CUSIP NO. 026791103 13D Page 5 of 40 Pages
================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
USAA Investors I, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
<PAGE> 6
CUSIP NO. 026791103 13D Page 6 of 40 Pages
================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
USAA Investors II, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
<PAGE> 7
CUSIP NO. 026791103 13D Page 7 of 40 Pages
================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
USAA Properties III, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
<PAGE> 8
CUSIP NO. 026791103 13D Page 8 of 40 Pages
================================================================================
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
USAA Properties IV, Inc.
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY -------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.0%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
<PAGE> 9
This Amendment No. 3 supplements and amends the Statement on Schedule
13D filed on December 20, 1996 (as amended, the "Schedule 13D") by United
Services Automobile Association, USAA Capital Corporation, and USAA Real Estate
Company. Capitalized terms used but not defined herein shall have the same
meanings ascribed to such terms in the Schedule 13D.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended to add the following at the end thereof:
Effective as of April 30, 1998, each of USAA-I, USAA-II,
USAA-III, and USAA-IV distributed to Realco all of the Shares owned
directly by it and, thereupon, ceased to be the beneficial owner of
any securities of the Company. (Such distributions are hereinafter
referred to collectively as the "Distributions.")
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following immediately prior to the
last paragraph thereof:
The purpose of the Distributions was to consolidate the direct
ownership of all Shares beneficially owned by the Reporting Persons in
a single entity and thereby simplify the administrative burden
associated with the ownership of such Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by deleting it in its entirety and
substituting the following therefor:
Giving effect to the Distributions and the other transactions
disclosed herein, Realco owns directly 1,678,086 Shares (including
4,000 Shares issuable to Realco upon exercise of the Options (as
defined below)), constituting 15.1% of the total number of Shares. By
reason of the relationships described in Item 2 above, USAA, USAA-CC,
and Realco may be deemed to have shared voting and dispositive power
with respect to the 1,678,086 Shares owned directly by Realco.
All Share numbers in the immediately preceding paragraph
reflect a one-for-five reverse stock split effected by the Company on
October 15, 1997 (the "Reverse Stock Split"). All percentages in the
immediately preceding paragraph are based on 11,102,577 Shares
(reflecting the Reverse Stock Split) outstanding consisting of: (i)
11,098,577 Shares outstanding as of May 13, 1998 (as disclosed in the
Company's Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1998) and (ii) 4,000 Shares issuable upon exercise of the
Options.
9
<PAGE> 10
Appendix B hereto, which is incorporated herein by this
reference, sets forth certain information with respect to Shares owned
beneficially by the persons identified on Appendix A.
Except as disclosed herein, none of the Reporting Parties and,
to the knowledge of the Reporting Parties, none of the persons
identified on Appendix A, have effected any transactions in Shares
since March 30, 1998. Certain of such persons may purchase Shares in
the future for their own account and not pursuant to any agreement,
arrangement or understanding with the Reporting Parties with respect
to the voting or disposition of any such Shares. The Reporting
Parties disavow the existence of a group with any of such persons.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended to add the following at the end thereof:
On June 30, 1997, each of Messrs. Duncan and Kelley were
granted options to purchase Shares (collectively, the "Options") in
connection with their services as Trust Managers of the Company.
Pursuant to internal policies of Realco, each of Messrs. Duncan and
Kelley thereafter transferred to Realco the Options granted to him.
Giving effect to certain adjustments made in connection with the
Reverse Stock Split, the Options entitle Realco to purchase 4,000
Shares at an exercise price of $15.00 per Share. A form of the option
agreement governing the Options is attached hereto as Exhibit 10.13.
Similarly, on December 1, 1997, each of Messrs. Duncan and
Kelley were awarded 2,254 Shares in connection with their services as
Trust Managers of the Company. Pursuant to internal policies of
Realco, each of Messrs. Duncan and Kelley thereafter transferred to
Realco the Shares awarded to him.
In accordance with the terms of the Registration Rights
Agreements described above, the Company has included the 1,678,086
Shares owned by Realco in a Registration Statement on Form S-3
initially filed by the Company with the Securities and Exchange
Commission on May 15, 1998 (the "Registration Statement"). The
Registration Statement registers the resale of Shares owned by Realco
and certain other persons under the Securities Act of 1933, as
amended.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following are filed herewith as Exhibits to this Amendment No. 3
to Schedule 13D.
10.13 Form of Option Agreement.
10
<PAGE> 11
SIGNATURE
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.
Date: May 29, 1998 UNITED SERVICES AUTOMOBILE ASSOCIATION
By: /s/ Michael D. Wagner
------------------------------------
Name: Michael D. Wagner
Title: Vice President
11
<PAGE> 12
SIGNATURE
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.
Date: May 29, 1998 USAA CAPITAL CORPORATION
By: /s/ Michael D. Wagner
------------------------------------
Name: Michael D. Wagner
Title: Vice President
12
<PAGE> 13
SIGNATURE
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.
Date: May 29, 1998 USAA REAL ESTATE COMPANY
By: /s/ Randal R. Seewald
------------------------------------
Name: Randal R. Seewald
Title: Vice President
13
<PAGE> 14
SIGNATURE
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.
Date: May 29, 1998 USAA INVESTORS I, INC.
By: /s/ Randal R. Seewald
------------------------------------
Name: Randal R. Seewald
Title: Vice President
14
<PAGE> 15
SIGNATURE
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.
Date: May 29, 1998 USAA INVESTORS II, INC.
By: /s/ Randal R. Seewald
------------------------------------
Name: Randal R. Seewald
Title: Vice President
15
<PAGE> 16
SIGNATURE
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.
Date: May 29, 1998 USAA PROPERTIES III, INC.
By: /s/ Randal R. Seewald
------------------------------------
Name: Randal R. Seewald
Title: Vice President
16
<PAGE> 17
SIGNATURE
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.
Date: May 29, 1998 USAA PROPERTIES IV, INC.
By: /s/ Randal R. Seewald
------------------------------------
Name: Randal R. Seewald
Title: Vice President
17
<PAGE> 18
Appendix A is hereby amended by deleting it in its entirety and
substituting the following therefor:
APPENDIX A
CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS
OF USAA, USAA-CC, REALCO, USAA-I,
USAA-II, USAA-III, AND USAA-IV
USAA and certain of its direct and indirect subsidiaries are listed
below with numerical designations for purposes of providing certain information
regarding directors and executive officers of USAA, USAA-CC, Realco, USAA-I,
USAA-II, USAA-III, and USAA-IV: (1) USAA; (2) USAA Casualty Insurance Company;
(3) USAA General Indemnity Company; (4) USAA Property & Casualty Agency, Inc.;
(5) USAA Insurance Agency, Inc.; (6) USAA Limited; (7) USAA Life Insurance
Company; (8) USAA Life General Agency, Inc.; (9) USAA Alliance Services, Inc.;
(10) USAA Capital Corporation; (11) USAA Funding Company; (12) USAA Property
Holdings, Inc.; (13) HTO, Inc.; (14) USAA Insurance Agency, Inc.; (15) Hausman
Road Water Supply Corporation; (16) USAA Capital Development, Inc.; (17)
Institutional Realty Investors, Inc.; (18) La Cantera Development Company; (19)
Fiesta Texas Showpark, Inc.; (20) La Cantera Hospitality, Inc.; (21) USAA
Federal Savings Bank; (22) USAA Insurance Agency, Inc. (New Mexico); (23) USAA
Insurance Agency, Inc. (Alabama); (24) USAA Relocation Services, Inc.; (25)
USAA Investment Corporation; (26) USAA Investment Management Company; (27) USAA
Transfer Agency Company; (28) USAA Traco Service GmbH; (29) USAA Investment
Trust; (30) USAA Mutual Fund, Inc.; (31) USAA Tax Exempt Fund, Inc.; (32) USAA
State Tax-Free Trust; (33) USAA Educational Foundation (The); (34) USAA
Political Action Committee; (35) USAA Employee Benefit Association; (36) USAA
Real Estate Company; (37) USAA Real Estate Equities, Inc.; (38) Alhambra Gables
One, Inc.; (39) L.A. Wilshire One, Inc.; (40) La Paz, Inc.; (41) Las Colinas
Management Company; (42) Quorum Real Estate Services Corporation; (43) USAA
Equity Advisors, Inc.; (44) USAA Health Services, Inc.; (45) USAA Investors I,
Inc.; (46) USAA Investors II, Inc.; (47) USAA Properties Fund, Inc.; (48) USAA
Properties II, Inc.; (49) USAA Properties III, Inc.; (50) USAA Properties IV,
Inc.; (51) USAA Real Estate-Midwest, Inc.; (52) USAA Real Estate Development
Company; (53) USAA Real Estate Management Company; (54) USAA County Mutual
Insurance Company; (55) USAA Financial Administration Company; (56) USAA
Financial Planning Network, Inc.; (57) Capital Financial Resources Company;
(58) USAA Financial Services Corporation; (59) USAA Credit Card Bank; (60) USAA
Corporate Attorney in Fact, Inc.; (61) USAA Information Technology Company;
(62) USAA Merchandise Services Company; and (63) USAA Life Insurance Company of
New York (collectively, the Subsidiaries). USAA and subsidiaries (2-35,
54-63) have a business address of USAA Building, 9800 Fredericksburg, San
Antonio, Texas 78288. Subsidiaries (36-53) have a business address of 8000
Robert F. McDermott Freeway IH-10 West, Suite 600, San Antonio, Texas
78230-3884. Except as described in Item 2, the principal businesses of the
entities listed above are insurance underwriting and related investment
activity. Set forth below are
18
<PAGE> 19
the names, the residences or business addresses, and the present principal
occupation or employment of the directors and executive officers of the
Reporting Parties.
1. UNITED SERVICES AUTOMOBILE ASSOCIATION
<TABLE>
<S> <C> <C>
Name and Position Business Address Present Occupation
ROBERT T. HERRES, USAA Building Serves as
Chairman/President/CEO/COO San Antonio, Texas 78288 Chairman/President/CEO/COO/
Attorney-in-Fact and Director Attorney-in-Fact of USAA and
Director of Subsidiaries (2, 3, 6,
9, 10, 11, 14, 33 and 54) and as
Chairman of Board of Subsidiaries
(9, 10, 11, 14, 33, 54, 60, 61 and
62); and as Chairman of the Board
and CEO of Subsidiaries (2 and 3);
and as Managing Director of
Subsidiary (6)
JOHN D. BUCKELEW, Director USAA Building Serves as Director of USAA.
San Antonio, Texas 78288
DANIEL W. CHRISTMAN, Director USAA Building Serves as Director of USAA.
San Antonio, Texas 78288
DANIEL L. COOPER, Director USAA Building Serves as Director and 1st Vice
San Antonio, Texas 78288 Chairman of the Board of USAA.
STEPHEN B. CROKER, Director USAA Building Serves as Director of USAA.
San Antonio, Texas 78288
LESLIE G. DENEND, Director USAA Building Serves as Director of USAA.
San Antonio, Texas 78288
FRED A. GORDEN, Director USAA Building Serves as Director of USAA.
San Antonio, Texas 78288
MARCELITE J. HARRIS, Director USAA Building Serves as Director of USAA.
San Antonio, Texas 78288
WILLIAM J. HYBL, Director USAA Building Serves as Director of USAA and
San Antonio, Texas 78288 Subsidiary (10).
RICHARD D. MILLIGAN, Director USAA Building Serves as Director of USAA and
San Antonio, Texas 78288 Subsidiary (10).
JOHN H. MOELLERING, Director USAA Building Serves as Director of USAA.
San Antonio, Texas 78288
MYRNA H. WILLIAMSON, Director USAA Building Serves as Director of USAA.
San Antonio, Texas 78288
THOMAS P. CARNEY, Director USAA Building Serves as Director of USAA.
San Antonio, Texas 78288
DENTON L. PEOPLES, Director USAA Building Serves as Director of USAA.
San Antonio, Texas 78288
WILSON C. COONEY, Deputy Attorney- USAA Building Serves as President-Property &
in-Fact, President-Property & San Antonio, Texas 78288 Casualty Insurance, P&C of USAA
Casualty Insurance, P&C and as Director of Subsidiaries
(2-6, 9, 10, 14, 34, 35, 54, 60
and 61); and as Vice Chair of
Board and President of
Subsidiaries (2 and 3); and as
Chairman of Board of Subsidiaries
(4 & 5); CEO of Subsidiary (54);
and as Vice Chairman, President
and CEO of Subsidiary (60).
</TABLE>
19
<PAGE> 20
<TABLE>
<S> <C> <C>
HENRY VICCELLIO, JR., Executive USAA Building Serves as Executive Vice President
Vice President, Deputy CEO for San Antonio, Texas 78288 and Deputy CEO of USAA; and as
Operational Integration and Director of Subsidiary (33 and
Support 61).
MICHAEL J.C. ROTH, Vice Chair, USAA Building Serves as Director, Vice Chair,
CEO, President and Director San Antonio, Texas 78288 CEO, and President of Subsidiaries
(25-28) and as Director of
Subsidiaries (7, 35 and 56) and as
Director, Vice Chair and President
of Subsidiary (29).
JOSUE ROBLES, JR., Sr. Vice USAA Building Serves as Sr. Vice President-CFO
President-CFO/Treasurer San Antonio, Texas 78288 and Treasurer of USAA and as
Director of Subsidiaries (2, 3, 6,
7, 9-12, 13, 14, 16, 17, 27, 33,
34, 35, 54 and 56); and as Vice
President-Treasurer of
Subsidiaries (2, 3, 9, 13, 14, 33,
54, 56); and as Sr. Vice
President-Controller of
Subsidiaries (10-12); and as Chair
of Board and President of
Subsidiary (35); and as Treasurer
of Subsidiaries (33 and 34), and
Chairman of (12, 13); and as
Chairman, President and CEO of
Subsidiary (16); and as Chairman,
President, CEO, and
Controller/Treasurer of Subsidiary
(17).
EDWIN L. ROSANE, Vice Chair of USAA Building Serves as Vice Chair, CEO,
Board, CEO, President and Director San Antonio, Texas 78288 President of Subsidiary (7) and as
Director of Subsidiaries (7, 8,
11, 14, 22, 23, 34, 35 and 56); as
Chairman of the Board and
President of Subsidiary (8); and
as Chairman, President and CEO of
Subsidiary (63).
2. USAA CAPITAL CORPORATION
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
ROBERT G. DAVIS, Director, Vice USAA Building Serves as Director, Vice Chairman,
Chairman, CEO/President San Antonio, Texas 78288 CEO and President of USAA Capital
Corporation; and as Director of 36
Subsidiaries (2, 3, 7, 9, 11-21,
25-36, 54 and 61); and as Chairman
of the Board of Subsidiaries (7,
15, 18-21, 25-37, 54 and 56); and
as Vice Chairman of the Board of
Subsidiaries (11, 12, 33 and 35);
and as CEO/President of
Subsidiaries (11, 12 and 56); and
as President of Subsidiary (15);
and as Vice President of
Subsidiary (54); and as Vice
President/Treasurer of Subsidiary
(35).
WILLIAM J. HYBL, Director USAA Building Serves as Director of USAA Capital
San Antonio, Texas 78288 Corporation and Subsidiary (1).
RICHARD D. MILLIGAN, Director USAA Building Serves as Director of USAA Capital
San Antonio, Texas 78288 Corporation and Subsidiary (1).
</TABLE>
20
<PAGE> 21
<TABLE>
<S> <C> <C>
ROBERT T. HERRES, USAA Building Serves as Director of USAA Capital
Director, Chairman San Antonio, Texas 78288 Corporation and Subsidiaries (1-3,
6, 9, 10, 11, 14, 33 and 54); and
as Chairman of the Board of
Subsidiaries (9, 10, 11, 14, 33
and 54); and as Chairman of the
Board and CEO of Subsidiaries (2
and 3); and as Managing Director
of Subsidiary (6); and as
Chairman/President/CEO/
COO/Attorney-in-Fact of USAA.
BRADFORD W. RICH, Director, Senior USAA Building Serves as Director of USAA Capital
Vice President and Secretary San Antonio, Texas 78288 Corporation and Subsidiaries (2,
3, 6, 7, 9, 12, 14, 16, 17, 25,
27, 28, 33, 34, 35, 54, 56, 60,
61 and 62); and as Chairman of the
Officers of the Board of Directors
of Subsidiary (34); and as Senior
Vice President of USAA Capital
Corporation and Subsidiaries (1,
11, 12, 16 and 17); and as Vice
President of Subsidiaries (2, 3,
7, 14, 33, 54, 56, 60 and 61); and
as Treasurer of Subsidiary (15);
and as Secretary of USAA Capital
Corporation and Subsidiaries (1,
2, 3, 7, 11, 12, 14, and 15-17,
33, 54, and 56).
JOSUE ROBLES, Director, Senior USAA Building Serves as Director of USAA Capital
Vice President and Controller San Antonio, Texas 78288 Corporation and Subsidiaries (2,
3, 6, 7, 9, 11-14, 16, 17, 27, 33-
35, 54, 56, 60, 61 and 62); and as
Chairman of Board of Subsidiaries
(12, 13, 16, 17, 35); and as
President of Subsidiaries (16, 17
and 35); and as CFO of Subsidiary
(1); and as CEO of Subsidiary ( 16
and 17); and as Senior Vice
President of USAA Capital
Corporation, USAA and of
Subsidiaries (11); and as Vice
President of Subsidiaries (2, 3,
9, 14, 33, 54, 56, 60, 61 and 62);
and as Controller of USAA Capital
Corporation and of Subsidiaries
(11, 16 and 17); and as Treasurer
of Subsidiaries (1, 2, 3, 9, 14,
16, 17, 33, 34, 54, 56 and 62).
3. USAA REAL ESTATE COMPANY
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
STEPHANIE A. COLEMAN, Director 613 N. W. Loop 410, Suite 140 Managing Partner of Staffing
San Antonio, Texas 78216 Solutions
LUIS DE LA GARZA, Director 1020 N.E. Loop 410, Suite 700 Vice President-Corporate Relations
San Antonio, Texas 78209 PG&E Gas Transmission
BRIG. GEN. KENNETH R. FLEENOR, 13735 Corinth Retired from Military
Director Universal City, Texas 78148
</TABLE>
21
<PAGE> 22
<TABLE>
<S> <C> <C>
EDWARD B. KELLEY, President, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice
CEO Vice Chairman and Director IH-10 West, Suite 600 Chairman and Director of the Board
San Antonio, Texas 78230-3884 of USAA Real Estate Company and
Subsidiary (18); and as Director
of Subsidiaries (13, 15, 19, 20
and 37-53); and as Vice Chairman
of the Board of Subsidiary (15);
and as CEO of Subsidiaries (20,
37-43, and 45-53); and as
President of Subsidiaries (20, 37-
42, and 44-53); and as Chairman of
the Board of Subsidiaries (37-43,
45-53).
T. PATRICK DUNCAN, Senior Vice 8000 Robert F. McDermott Frwy. Serves as Senior Vice President of
President and Director IH-10 West, Suite 600 USAA Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as
Director of USAA Real Estate
Company and Subsidiaries (37-53);
and as Vice Chair of Subsidiaries
(38-43, 45-53).
RANDAL R. SEEWALD, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
and Secretary IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (18-20 and 37-53) and
as Director of Subsidiaries (38-
53) and as Treasurer of
Subsidiaries (18-20), and as
Secretary of USAA Real Estate
Company and Subsidiaries (18-20,
37-53).
DAVID M. HOLMES, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
and Treasurer IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as
Director of Subsidiary (42) and as
Treasurer of USAA Real Estate
Company and Subsidiaries (37-53).
S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (37-39, 42, 43 and
47-53) and Director of Subsidiary
(42).
RANDELL E. CARR, JR., Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President
President IH-10 West, Suite 600 of USAA Real Estate Company.
San Antonio, Texas 78230-3884
MAJ. GEN. CHRIS O. DIVICH, 9311 San Pedro, Suite 600 Serves as Senior Vice President of
Director San Antonio, Texas 78216 Southwest Business Corporation.
PATRICIA R. MARTIN, Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President
President and Controller IH-10 West, Suite 600 and Controller of USAA Real Estate
San Antonio, Texas 78230-3884 Company and Subsidiaries (37-53).
SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 41, 43 and
45-51).
STANLEY R. ALTERMAN, Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President
President IH-10 West, Suite 600 of USAA Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (37-39, 41, 42, 45-
53); and as Director of Subsidiary
(42).
GARY M. DRIGGERS, Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President
President IH-10 West, Suite 600 of USAA Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiary (37).
THOMAS M. BOTHEN, Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President
President IH-10 West, Suite 600 of USAA Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (37, 47 and 51).
</TABLE>
22
<PAGE> 23
4. USAA INVESTORS I, INC.
<TABLE>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
EDWARD B. KELLEY, Chairman, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice
President, CEO and Director IH-10 West, Suite 600 Chairman and Director of the
San Antonio, Texas 78230-3884 Board of USAA Real Estate Company
and Subsidiary (18); and as
Director of Subsidiaries (13, 15,
19, 20 and 37-53); and as Vice
Chairman of the Board of
Subsidiary (15); and as CEO of
Subsidiaries (20, 37-43, and 45-
53); and as President of
Subsidiaries (20, 37-42, and 44-
53); and as Chairman of the Board
of Subsidiaries (37-43, 45-53).
T. PATRICK DUNCAN, Vice Chairman, 8000 Robert F. McDermott Frwy. Serves as Senior Vice President
Senior Vice President and IH-10 West, Suite 600 of USAA Real Estate Company and
Director San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as
Director of USAA Real Estate
Company and Subsidiaries (37-53);
and as Vice Chair of Subsidiaries
(38-43, 45-53).
RANDAL R. SEEWALD, Vice 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
President, Secretary, Legal IH-10 West, Suite 600 Real Estate Company and
Counsel and Director San Antonio, Texas 78230-3884 Subsidiaries (18-20 and 37-53)
and as Director of Subsidiaries
(38-53) and as Treasurer of
Subsidiaries (18-20), and as
Secretary of USAA Real Estate
Company and of Subsidiaries
(18-20, 37-53).
DAVID M. HOLMES, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
and Treasurer IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as
Director of Subsidiary (42) and
as Treasurer of USAA Real Estate
Company and Subsidiaries (37-53).
S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (37-39, 42, 43 and
47-53) and Director of Subsidiary
(42)
SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 41, 43 and
45-51).
PATRICIA R. MARTIN, Assistant 8000 Robert F. McDermott Frwy. Serves as Assistant Vice
Vice President and Controller IH-10 West, Suite 600 President and Controller of USAA
San Antonio, Texas 78230-3884 Real Estate Company and
Subsidiaries (37-53).
STANLEY R. ALTERMAN, Assistant 8000 Robert F. McDermott Frwy. Serves as Assistant Vice
Vice President IH-10 West, Suite 600 President of USAA Real Estate
San Antonio, Texas 78230-3884 Company and Subsidiaries (37-39,
41, 42, 45-53); and as Director
of Subsidiary (42)
</TABLE>
23
<PAGE> 24
5. USAA INVESTORS II, INC.
<TABLE>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
EDWARD B. KELLEY, Chairman, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice
President, CEO and Director IH-10 West, Suite 600 Chairman and Director of the
San Antonio, Texas 78230-3884 Board of USAA Real Estate Company
and Subsidiary (18); and as
Director of Subsidiaries (13, 15,
19, 20 and 37-53); and as Vice
Chairman of the Board of
Subsidiary (15); and as CEO of
Subsidiaries (20, 37-43, and 45-
53); and as President of
Subsidiaries (20, 37-42, and 44-
53); and as Chairman of the Board
of Subsidiaries (37-43, 45-53).
T. PATRICK DUNCAN, Vice Chairman, 8000 Robert F. McDermott Frwy. Serves as Senior Vice President
Senior Vice President and IH-10 West, Suite 600 of USAA Real Estate Company and
Director San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as
Director of USAA Real Estate
Company and Subsidiaries (37-53);
and as Vice Chair of Subsidiaries
(38-43, 45-53).
RANDAL R. SEEWALD, Vice 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
President, Secretary, Legal IH-10 West, Suite 600 Real Estate Company and
Counsel and Director San Antonio, Texas 78230-3884 Subsidiaries (18-20 and 37-53)
and as Director of Subsidiaries
(38-53) and as Treasurer of
Subsidiaries (18-20) and as
Secretary of USAA Real Estate
Company and of Subsidiaries
(18-20, 37-53).
DAVID M. HOLMES, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
and Treasurer IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as
Director of Subsidiary (42) and
as Treasurer of USAA Real Estate
Company and Subsidiaries (37-53).
S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (37-39, 42, 43 and
47-53) and Director of Subsidiary
(42)
SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 41, 43 and
45-51).
PATRICIA R. MARTIN, Assistant 8000 Robert F. McDermott Frwy. Serves as Assistant Vice
Vice President and Controller IH-10 West, Suite 600 President and Controller of USAA
San Antonio, Texas 78230-3884 Real Estate Company and
Subsidiaries (37-53).
STANLEY R. ALTERMAN, Assistant 8000 Robert F. McDermott Frwy. Serves as Assistant Vice
Vice President IH-10 West, Suite 600 President of USAA Real Estate
San Antonio, Texas 78230-3884 Company and Subsidiaries (37-39,
41, 42, 45-53); and as Director
of Subsidiary (42)
</TABLE>
24
<PAGE> 25
6. USAA PROPERTIES III, INC.
<TABLE>
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
<S> <C> <C>
EDWARD B. KELLEY, Chairman, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice
President, CEO and Director IH-10 West, Suite 600 Chairman and Director of the
San Antonio, Texas 78230-3884 Board of USAA Real Estate Company
and Subsidiary (18); and as
Director of Subsidiaries (13, 15,
19, 20 and 37-53); and as Vice
Chairman of the Board of
Subsidiary (15); and as CEO of
Subsidiaries (20, 37-43, and 45-
53); and as President of
Subsidiaries (20, 37-42, and 44-
53); and as Chairman of the Board
of Subsidiaries (37-43, 45-53).
T. PATRICK DUNCAN, Vice Chairman, 8000 Robert F. McDermott Frwy. Serves as Senior Vice President
Senior Vice President and IH-10 West, Suite 600 of USAA Real Estate Company and
Director San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as
Director of USAA Real Estate
Company and Subsidiaries (37-53);
and as Vice Chair of Subsidiaries
(38-43, 45-53).
RANDAL R. SEEWALD, Vice 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
President, Secretary, Legal IH-10 West, Suite 600 Real Estate Company and
Counsel and Director San Antonio, Texas 78230-3884 Subsidiaries (18-20 and 37-53)
and as Director of Subsidiaries
(38-53) and as Treasurer of
Subsidiaries (18-20) and as
Secretary of USAA Real Estate
Company and of Subsidiaries
(18-20, 37-53).
DAVID M. HOLMES, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
and Treasurer IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as
Director of Subsidiary (42) and
as Treasurer of USAA Real Estate
Company and Subsidiaries (37-53).
S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (37-39, 42, 43 and
47-53) and Director of Subsidiary
(42).
SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (38,39, 41, 43 and
45-51).
PATRICIA R. MARTIN, Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice
President and Controller IH-10 West, Suite 600 President and Controller of USAA
San Antonio, Texas 78230-3884 Real Estate Company and
Subsidiaries (37-53).
STANLEY R. ALTERMAN, Assistant 8000 Robert F. McDermott Frwy. Serves as Assistant Vice
Vice President IH-10 West, Suite 600 President of USAA Real Estate
San Antonio, Texas 78230-3884 Company and Subsidiaries (37-39,
41, 42, 45-53); and as Director
of Subsidiary (42).
7. USAA PROPERTIES IV, INC.
Name and Position Business Address Present Occupation
----------------- ---------------- ------------------
EDWARD B. KELLEY, Chairman, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice
President, CEO and Director IH-10 West, Suite 600 Chairman and Director of the
San Antonio, Texas 78230-3884 Board of USAA Real Estate Company
and Subsidiary (18); and as
Director of Subsidiaries (13, 15,
19, 20 and 37-53); and as Vice
Chairman of the Board of
Subsidiary (15); and as CEO of
Subsidiaries (20, 37-43, and 45-
53); and as President of
Subsidiaries (20, 37-42, and 44-
53); and as Chairman of the Board
of Subsidiaries (37-43, 45-53).
</TABLE>
25
<PAGE> 26
<TABLE>
Name and Position Business Address Present Occupation
- ----------------- ---------------- ------------------
<S> <C> <C>
T. PATRICK DUNCAN, Vice Chairman, 8000 Robert F. McDermott Frwy. Serves as Senior Vice President
Senior Vice President and IH-10 West, Suite 600 of USAA Real Estate Company and
Director San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as
Director of USAA Real Estate
Company and Subsidiaries (37-53);
and as Vice Chair of Subsidiaries
(38-43, 45-53).
RANDAL R. SEEWALD, Vice 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
President, Secretary, Legal IH-10 West, Suite 600 Real Estate Company and
Counsel and Director San Antonio, Texas 78230-3884 Subsidiaries (18-20 and 37-53)
and as Director of Subsidiaries
(38-53) and as Treasurer of
Subsidiaries (18-20) and as
Secretary of USAA Real Estate
Company and of Subsidiaries
(18-20, 37-53).
DAVID M. HOLMES, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
and Treasurer IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as
Director of Subsidiary (42) and
as Treasurer of USAA Real Estate
Company and Subsidiaries (37-53).
S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (37-39, 42, 43 and
47-53) and Director of Subsidiary
(42)
SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA
IH-10 West, Suite 600 Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (38,39, 41, 43 and
45-51).
PATRICIA R. MARTIN, Assistant 8000 Robert F. McDermott Frwy. Serves as Assistant Vice
Vice President and Controller IH-10 West, Suite 600 President and Controller of USAA
San Antonio, Texas 78230-3884 Real Estate Company and
Subsidiaries (37-53).
STANLEY R. ALTERMAN, Assistant 8000 Robert F. McDermott Frwy. Serves as Assistant Vice
Vice President IH-10 West, Suite 600 President of USAA Real Estate
San Antonio, Texas 78230-3884 Company and Subsidiaries (37-39,
41, 42, 45-53); and as Director
of Subsidiary (42).
</TABLE>
26
<PAGE> 27
Appendix B is hereby amended by deleting it in its entirety and substituting
the following therefor:
APPENDIX B
BENEFICIAL OWNERSHIP BY
DIRECTORS AND EXECUTIVE OFFICERS
OF USAA, USAA-CC, REALCO, USAA-I,
USAA-II, USAA-III, AND USAA-IV
Except as indicated below, to the knowledge of the Reporting Parties,
none of the persons identified on Appendix A beneficially own any Shares as of
May 28, 1998. To the knowledge of the Reporting Parties, all Shares are
beneficially owned directly by the person indicated in the table, and such
person has sole voting and dispositive power with respect to such Shares.
<TABLE>
<CAPTION>
Amount of
Director/Executive Officer Beneficial Ownership Percent of Class
- -------------------------- -------------------- ----------------
<S> <C> <C>
T. Patrick Duncan 600 *
Edward B. Kelly 1,000 *
S. Wayne Peacock 2,000 *
David M. Holmes 1,750 *
</TABLE>
- ----------
*Less than 1.0%
Each of the directors and executive officers of USAA may be deemed to share
beneficial ownership of Shares beneficially owned by USAA, each of the
directors and executive officers of USAA-CC may be deemed to share beneficial
ownership of Shares beneficially owned by USAA-CC, and each of the directors
and executive officers of Realco may be deemed to share beneficial ownership of
Shares beneficially owned by Realco. Each of the individuals listed above
disclaims beneficial ownership of such Shares, and the number of Shares shown
above to be owned beneficially by each individual excludes such Shares.
27
<PAGE> 28
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------------------------------
<S> <C>
10.13 Form of Option Agreement.
</TABLE>
28
<PAGE> 1
EXHIBIT 10.13
Form of Option Agreement
OPTION CERTIFICATE
(NON-STATUTORY SHARE OPTION)
THIS IS TO CERTIFY that American Industrial Properties REIT, a Texas
real estate investment trust (the "Trust"), has granted to the individual named
below ("Optionee") a non-statutory share option (the "Option") to purchase the
Trust's Common Shares of Beneficial Interest, $.10 par value per share (the
"Shares"), under its Employee and Trust Manager Incentive Share Plan (the
"Plan"), as follows:
<TABLE>
<S> <C> <C>
Name of Optionee:
------------------------------------------------------------------------------
Address of Optionee: 8000 Robert F. McDermott Fwy
------------------------------------------------------------------------------
Suite 600
------------------------------------------------------------------------------
San Antonio, TX 78230-3884
------------------------------------------------------------------------------
Number of Shares: 10,000
------------------------------------------------------------------------------
Exercise Price: $3.00
------------------------------------------------------------------------------
Option Expiration Date: 6/30/2007
------------------------------------------------------------------------------
Dates and Amount of Vesting: Date Percentage
---- ----------
6/30/97 100%
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
------------------------------------------------------------------------------
</TABLE>
SUMMARY OF OTHER TERMS: Terms of the Option extended hereunder are set
forth in the Share Option Agreement (Non-Statutory Share Option) (the
"Agreement") which is attached to this Certificate as Annex "I." This
Certificate summarizes certain of the provisions of the Agreement for your
information, but is not complete. Your rights are governed by the Agreement,
not by this Summary.
1
<PAGE> 2
Among the terms of the Agreement are the following:
TERMINATION OF EMPLOYMENT: While the Option expires on the Option
Expiration Date, it will terminate earlier if you cease to be employed by
the Company. If your employment ends due to death, disability or
retirement, the Option will expire on the date of death, disability or
retirement. Any Options vested on such date may be exercised by eligible
persons under the Plan for a period of two years from the date of death,
disability or retirement. In all other cases, the Option will expire on the
date of termination of employment.
TRANSFER: The Option is personal to you and cannot be sold, transferred,
assigned or otherwise disposed of to any other person, except by will or the
laws of descent and distribution or pursuant to a qualified domestic
relations order.
EXERCISES: You can exercise the Option (after it becomes exercisable), in
whole or in part by delivering to the Company a Notice of Exercise identical
to Exhibit "A" attached to the Agreement, accompanied by payment of the
Exercise Price for the Shares to be purchased. The Company will then issue
a certificate to you for the Shares you have purchased. You are under no
obligation to exercise the Option.
ANTI-DILUTION PROVISIONS: Section 6 of the Plan contains provisions which
adjust your Option to reflect Share Splits, share dividends, mergers and
other major corporate reorganizations which would change the nature of the
Shares underlying your Option.
WITHHOLDING: The Company may require that you make arrangements necessary
to insure the property withholding of any amount of tax, if any, required to
be withheld by the Company as a result of the exercise of the Option.
AGREEMENT: By signing this Certificate, you will be agreeing to all of the
terms of the Agreement, including those not summarized in this Certificate.
2
<PAGE> 3
AGREEMENT
The Trust and the above-named Optionee each hereby agrees to be bound by all
of the terms and conditions of the Share Option Agreement (Non-Statutory Share
Option) which is attached hereto as Annex "I" and incorporated herein by this
reference as if set forth in full in this document.
Dated as of 7/31, 1997
AMERICAN INDUSTRIAL PROPERTIES REIT
By:
-----------------------------------------------
Title:
--------------------------------------------
OPTIONEE
--------------------------------------------------
(Signature)
--------------------------------------------------
(Please print your name exactly as you wish it to
appear on any Share certificate issued to you upon
exercise of the Option.)
--------------------------------------------------
Social Security Number
<PAGE> 4
ANNEX I
SHARE OPTION AGREEMENT
(NON-STATUTORY SHARE OPTION)
This SHARE OPTION AGREEMENT (this "Agreement") is made and entered
into on the execution date of the Option Certificate to which it is attached
(the "Certificate"), by and between American Industrial Properties REIT, a
Texas real estate investment trust (the "Trust") and the optionee (the
"Optionee") named in the Certificate.
Pursuant to the Trust's Employee and Trust Manager Incentive Share
Plan (the "Plan"), the Committee has determined that Optionee is to be granted,
on the terms and conditions set forth in this Agreement and in the Plan, an
option (the "Option") to purchase the number of the Company's Common Shares of
Beneficial Interest, $.10 par value per share (the "Shares") at the exercise
price (the "Exercise Price") set forth in the Certificate. It is not intended
that the Option qualify as an "Incentive Share Option" within the meaning of
Section 422A of the Internal Revenue Code of 1986, as amended from time to time
(the "Code"). All initial capitalized terms used herein and not otherwise
defined herein shall have the meaning set forth in the Plan.
The Company and Optionee agree as follows:
1. GRANT OF OPTION. The Company hereby grants to Optionee, upon
the terms and subject to the conditions set forth in this Agreement, the Option
to purchase all or any portion of that number of Shares set forth in the
Certificate (the "Option Shares"), at the Exercise Price.
2. TERM OF OPTION. The Option shall terminate and expire on the
Option Expiration Date set forth in the Certificate, unless sooner terminated
as provided herein.
3. VESTING; REGULATORY MATTERS.
(a) Except as otherwise provided in Sections 3(b), 6 or 7
of this Agreement: (i) the Option shall only be exercisable commencing on the
Date of Vesting set forth in the Certificate (the "Vesting Date"), and
thereafter during the term of the Option; and (ii) if the Option terminates
prior to the Vesting Date, the Option shall not be exercisable, in whole or in
part.
(b) Notwithstanding anything to the contrary contained in
this Agreement, no Option Shares shall be purchased or sold hereunder unless
and until (i) any then-applicable requirements of all state and federal laws
and regulatory agencies shall have been fully complied with to the satisfaction
of the Company and its counsel; (ii) if required to do so by the Company,
Optionee shall have executed and delivered to the Company a letter of
investment intent in such form and containing such provisions as the Committee
may require.
4. EXERCISE OF OPTION. There is no obligation to exercise the
Option. The Option may be exercised, in whole or in part, only by delivery to
the Company of:
(a) written notice of the exercise of the Option in form
identical to Exhibit "A" attached to this Agreement stating the number of
Option Shares being purchased; and
1
<PAGE> 5
(b) payment of the Exercise Price (i) in cash or cash
equivalent; or (ii) with the approval of the Committee, by delivery to the
Committee of Shares which have been held by Optionee for at least six calendar
months prior to the date of surrender and which have a Fair Market Value (as
determined in accordance with Section 6.1(e) of the Plan) equal to the Exercise
Price; or (iii) as otherwise provided in the Plan.
Following receipt of the exercise notice, any other applicable
documents and the payment referred to above, the Company shall promptly cause
certificates representing the Option Shares purchased to be delivered to
Optionee either at Optionee's address set forth in the records of the Company
or at such other address as Optionee may designate in writing to the Company;
provided, however, that the Company shall not be obligated to issue a fraction
or fractions of a Share otherwise issuable upon exercise of the Option, and may
pay to Optionee, in cash or cash equivalent, the Fair Market Value of any
fraction or fractions of a Share as of the date of exercise.
If requested by the Committee, Optionee shall also deliver this
Agreement to the Secretary of the Company, who shall endorse hereon a notation
of the exercise and return this Agreement to Optionee. The date of exercise of
an Option that is validly exercised shall be deemed to be the date on which
there shall have been delivered to the Committee the instruments referred to in
this Section 4. Optionee shall not be deemed to be a holder of any Option
Shares pursuant to the exercise of the Option until the date of issuance of a
Share certificate to him or her for such Shares following payment in full for
the Option Shares purchased.
5. TERMINATION OF EMPLOYMENT.
(a) Except as provided in this Section 5, the Option
cannot be exercised after Optionee has ceased to be employed by the Company.
(b) If Optionee ceases to be employed by the Company for
any reason other than death, disability or retirement, the Option (whether or
not vested) shall terminate on the date of termination of employment. The
Committee, in its sole and absolute discretion, shall determine whether or not
authorized leaves of absence will constitute termination of employment for the
purposes of this Agreement. If employment is terminated due to death,
disability or retirement, the unvested portion of the Option shall terminate on
the date of death, disability or retirement and with respect to the vested
portion of the Option, the Optionee or his or her heirs or legal representative
or guardians shall have two years from the date of death, disability or
retirement to exercise the Option.
6. ADJUSTMENTS.
(a) Changes in Capital Structure. If the number of
outstanding Shares is increased by means of a Share dividend payable in Shares,
a Share split or other subdivision or by a reclassification of Shares, then,
from and after the record date for such dividend, subdivision or by a
reclassification, the number and class of Shares subject to the Options, shall
be increased in proportion to such increase in outstanding Shares and the
then-applicable Exercise Price of the outstanding Options shall be
correspondingly decreased. If the number of outstanding Shares is decreased by
means of a Share split or other subdivision or by a reclassification of Shares,
then, from
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<PAGE> 6
and after the record date for such split, subdivision or reclassification, the
number of and class of Shares subject to the Options shall be decreased in
proportion to such decrease in outstanding Shares and the then-applicable
Exercise Price of the Options shall be correspondingly increased.
(b) Certain Corporate Transactions. This Section 6(b)
addresses the impact of certain corporate transactions on outstanding Options
other than Options granted to Non-Employee Trust Managers (except to the extent
provided in Section 6(c)) and other than transactions requiring adjustments in
accordance with Section 6(a). In the case of any reclassification or change of
outstanding Shares issuable upon exercise of an outstanding Option or in the
case of any consolidation or merger of the Trust with or into another entity
(other than a merger in which the Trust is the surviving entity and which does
not result in any reclassification or change in the then-outstanding Shares) or
in the case of any sale or conveyance to another entity of the property of the
Trust as an entirety or substantially as an entirety then, as a condition of
such reclassification, change, consolidation, merger, sale or conveyance, the
Trust or such successor or purchasing entity, as the case may be, shall make
lawful and adequate provision whereby the holder of each outstanding Option
shall thereafter have the right, on exercise of such Option, to receive the
kind and amount of securities, property and/or cash receivable upon such
reclassification, change, consolidation, merger, sale or conveyance by a holder
of the number of securities issuable upon exercise of such Option immediately
before such reclassification, change, consolidation, merger, sale or
conveyance. Such provision shall include adjustments which shall be as nearly
equivalent as may be practicable to the adjustments provided for in Section
6(a). Notwithstanding the foregoing, if such a transaction occurs, in lieu of
causing such rights to be substituted for outstanding Options, the Committee
may, upon 20 days' prior written notice to Participants in its sole discretion:
(i) shorten the period during which Options are exercisable, provided they
remain exercisable, to the extent otherwise exercisable, for at least 20 days
after the date the notice is given, or (ii) cancel an Option upon payment to
the Participant in cash, with respect to each Option to the extent then
exercisable, of an amount which, in the sole discretion of the Committee, is
determined to be equivalent to the amount, if any, by which the fair market
value (at the effective time of the transaction) of the consideration that the
Participant would have received if the Option had been exercised before the
effective time exceeds the exercise price of the Option. The actions described
in this Section 6(b) may be taken without regard to any resulting tax
consequences to the Participant. The fourth sentence of this Section 6(b)
shall not apply to any Option held by a person then subject to Section 16(b) if
such Option has not been outstanding for at least six months.
(c) Special Rule for Non-Employee Trust Managers. In the
case of any of the transactions described in the second sentence of Section
6(b), that second sentence and the third sentence, but not the fourth sentence,
of Section 6(b) shall apply to any outstanding Options granted to Non-Employee
Trust Managers.
7. MODIFICATION. Subject to the terms and conditions and within
the limitations of the Plan, the Committee may modify, extend or renew the
Option or accept the surrender of, and authorize the grant of a new option in
substitution for, the Option (to the extent not previously exercised). No
modification of the Option shall be made which, without the consent of
Optionee, would alter or impair any rights of Optionee under the Option.
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<PAGE> 7
8. WITHHOLDING. Optionee shall make any arrangement required by
the Company and authorized by the Plan and the Committee (including, if
applicable, accepting a lesser number of Option Shares upon exercise) to insure
the proper withholding of the amount of tax, if any, required to be withheld by
the Company as a result of the sale of Shares upon exercise of the Option.
9. INCORPORATION OF PLAN. This Agreement is made pursuant to the
Plan, and it is intended, and shall be interpreted in a manner, to comply
therewith. Any provision of this Agreement inconsistent with the Plan shall be
superseded and governed by the Plan. Unless otherwise defined herein or
otherwise required by the context, all capitalized terms used herein shall have
the meanings defined in the Plan.
10. GENERAL PROVISIONS.
(a) Further Assurances. Optionee shall promptly take all
actions and execute all documents requested by the Company which the Company
deems to be reasonably necessary to effectuate the terms and intent of this
Agreement.
(b) Notices. Any notice required or permitted under this
Agreement shall be deemed given when delivered personally, or when deposited in
a United States Post Office, postage prepaid, addressed, as appropriate, to
Optionee either at the address set forth in the records of the Company or such
other address as Optionee may designate in writing to the Committee, or to the
Committee at 6210 N. Beltline Road, Suite 170, Irving, Texas 75063-2656 or such
other address as the Committee may designate in writing to Optionee.
(c) Failure to Enforce Not a Waiver. The failure of the
Trust to enforce at any time any provision of this Agreement shall in no way be
construed to be a waiver of such provision or of any other provision hereof.
(d) Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of Texas applicable to
contracts made in, and to be performed within, that State.
(e) Transfer of Rights under this Agreement. The Trust
may at any time transfer and assign its rights and delegate its obligations
under this Agreement to any other person, corporation, firm or entity, with or
without consideration.
(f) Option Non-Transferable. Optionee may not sell,
transfer, assign or otherwise dispose of the Option except by will, the laws of
descent and distribution or pursuant to a qualified domestic relations order,
and only Optionee or his or her legal representative or guardian may exercise
the Option during Optionee's lifetime.
(g) Successors and Assigns. Except to the extent
specifically limited by the terms and provisions of this Agreement, this
Agreement shall be binding upon and inure to the benefit of the parties hereto
and their respective successors, assigns, heirs and personal representatives.
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<PAGE> 8
(h) Miscellaneous. Titles and captions contained in this
Agreement are inserted for convenience of reference only and do not constitute
a part of this Agreement for any other purpose. Except as specifically
provided herein, neither this Agreement nor any right pursuant hereto or
interest herein shall be assignable by any of the parties hereto without the
prior written consent of the other party hereto.
The signature page of this Agreement consists of the last page of the
Certificate.
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<PAGE> 9
EXHIBIT "A"
NOTICE OF EXERCISE
(To be signed only upon exercise of the Option)
TO: American Industrial Properties REIT
The undersigned, the holder of the enclosed Share Option Agreement
(Non-Statutory Share Option), hereby irrevocably elects to exercise the
purchase rights represented by the Option and to purchase thereunder
______________* Common Shares of Beneficial Interest of American Industrial
Properties REIT (the "Trust") and herewith encloses payment of $_______ and/or
______ Shares in full payment of the purchase price of such shares being
purchased.
Dated:
-------------------
---------------------------------------------------
(Signature must conform in all respects to name of
holder as specified on the face of the Option)
---------------------------------------------------
---------------------------------------------------
(Address)
---------------------------------------------------
Social Security Number
* Insert here a number based upon the number of presplit Shares called for
on the face of the Option (or, in the case of a partial exercise, the number of
Shares being exercised), in either case without making any adjustment for
shares split, shares dividends or other additional Common Shares of the Trust,
other securities or property which, pursuant to the adjustment provisions of
Section 6 of the Plan, may be deliverable upon exercise.
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<PAGE> 10
CONSENT
American Industrial Properties REIT ("AIP") hereby consents to the transfer
to USAA Real Estate Company of the 2,000 shares options granted on the date
hereof by AIP to ___________ under AIP's Employee and Trust Manager Incentive
Share Plan.
The parties agree that this Consent shall serve as an amendment to any
Share Option Agreement entered into by AIP and ______________.
Date: June 30, 1997
AMERICAN INDUSTRIAL PROPERTIES REIT
------------------------------------------------
Charles W. Wolcott, Chief Executive Officer and
President
------------------------------------------------
, individually
--------------------
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ASSIGNMENT AND ASSUMPTION OF OPTION AGREEMENT
This Assignment and Assumption of Option Agreement is executed by
_________________ ("Transferor") and USAA Real Estate Company, a Delaware
corporation ("Transferee"), effective as of June 30, 1997.
For good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Transferor does hereby sell, transfer, grant, convey,
assign and deliver to Transferee, and its successors and assigns, all of
Transferor's right, title and interest in and to the option to purchase 10,000
Common Shares of Beneficial Interest, par value $.10 per share, of American
Industrial Properties REIT, a Texas real estate investment trust ("AIP"),
granted by AIP to Transferor on June 30, 1997, together with all agreements and
other instruments relating thereto (collectively, the "Option Agreement").
Transferee does hereby assume all liabilities and obligations arising under the
Option Agreement.
IN WITNESS WHEREOF, Transferor and Transferee have executed this Assignment
and Assumption of Option Agreement.
Transferor
------------------------------------------------
Transferee
USAA REAL ESTATE COMPANY
By:
---------------------------------------------
Name:
-------------------------------------------
Its:
--------------------------------------------
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