<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. 2)
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)
JANUARY 20, 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 30 Pages)
<PAGE> 2
CUSIP NO. 026791103 13D Page 2 of 29 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,674,087 Shares of Beneficial Interest
(See Item 5)
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,674,087 Shares of Beneficial Interest
(See Item 5)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,674,087 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4% (See Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*Based on the assumptions stated by virtue of Rule 13d-3(d)
<PAGE> 3
CUSIP NO. 026791103 13D Page 3 of 29 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,674,087 Shares of Beneficial Interest
(See Item 5)
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,674,087 Shares of Beneficial Interest
(See Item 5)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,674,087 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4% (See Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*Based on the assumptions stated by virtue of Rule 13d-3(d)
<PAGE> 4
CUSIP NO. 026791103 13D Page 4 of 29 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
USAA Real Estate Company Employer Tax ID #74-2237999
- --------------------------------------------------------------------------------
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 1,674,087 Shares of Beneficial Interest
(See Item 5)
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
1,674,087 Shares of Beneficial Interest
(See Item 5)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,674,087 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.4% (See Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*Based on the assumptions stated by virtue of Rule 13d-3(d)
<PAGE> 5
CUSIP NO. 026791103 13D Page 5 of 29 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 96,020 Shares of Beneficial Interest
(See Item 5)
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
96,020 Shares of Beneficial Interest
(See Item 5)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
96,020 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% (See Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*Based on the assumptions stated by virtue of Rule 13d-3(d)
<PAGE> 6
CUSIP NO. 026791103 13D Page 6 of 29 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 191,563 Shares of Beneficial Interest
(See Item 5)
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
191,563 Shares of Beneficial Interest
(See Item 5)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
191,563 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0% (See Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*Based on the assumptions stated by virtue of Rule 13d-3(d)
<PAGE> 7
CUSIP NO. 026791103 13D Page 7 of 29 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 107,634 Shares of Beneficial Interest
(See Item 5)
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
107,634 Shares of Beneficial Interest
(See Item 5)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
107,634 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.1% (See Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*Based on the assumptions stated by virtue of Rule 13d-3(d)
<PAGE> 8
CUSIP NO. 026791103 13D Page 8 of 29 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
[ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF
0
SHARES -------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 92,959 Shares of Beneficial Interest
(See Item 5)
------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON ------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
92,959 Shares of Beneficial Interest
(See Item 5)
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
92,959 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
(See Instructions)
[ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.0% (See Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON
CO
- --------------------------------------------------------------------------------
*Based on the assumptions stated by virtue of Rule 13d-3(d)
<PAGE> 9
This Amendment No. 2 supplements and amends the Statement on Schedule 13D
filed on December 20, 1996 (as amended, the "Schedule 13D") by United States
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 2. IDENTITY AND BACKGROUND.
Item 2 is hereby amended by deleting it in its entirety and substituting
the following therefor:
This Statement on Schedule 13D is being filed jointly by (i) United
Services Automobile Association, a reciprocal interinsurance exchange under
the Texas Insurance Code ("USAA"), (ii) USAA Capital Corporation, a
Delaware corporation ("USAA-CC"), (iii) USAA Real Estate Company, a
Delaware corporation ("Realco"), (iv) USAA Investors I, Inc., a Texas
corporation ("USAA-I"), (v) USAA Investors II, Inc., a Texas corporation
("USAA-II"), (vi) USAA Properties III, Inc., a Texas corporation
("USAA-III"), and (vii) USAA Properties IV, Inc., a Texas corporation
("USAA-IV," and collectively with USAA, USAA-CC, Realco, USAA-I, USAA-II,
and USAA-III, the "Reporting Parties"). USAA is the sole stockholder of
USAA-CC; USAA-CC is the sole stockholder of Realco; and Realco is the sole
shareholder of each of USAA-I, USAA-II, USAA-III, and USAA-IV.
The principal business of USAA is the underwriting of property and
casualty insurance. The principal business of USAA-CC is to engage, through
its subsidiaries, in various investment activities. The principal business
of Realco is to engage in diversified investment in real estate operating
companies and real estate, including commercial and industrial properties
operating or located in Texas and in other parts of the United States.
Prior to the RELP I Merger (as defined below), the principal business of
USAA-I was to operate as the sole general partner of USAA Real Estate
Income Investments I, A California Limited Partnership ("RELP I"), which
owned certain real estate properties in California and Florida. Prior to
the RELP II Merger (as defined below), the principal business of USAA-II
was to operate as the sole general partner of USAA Real Estate Income
Investments II Limited Partnership, a Texas limited partnership ("RELP
II"), which owned certain real estate properties in Florida and Illinois,
and an interest in a joint venture owning real estate property. Prior to
the RELP III Merger (as defined below), the principal business of USAA-III
was to operate as the sole general partner of USAA Income Properties III
Limited Partnership, a Delaware limited partnership ("RELP III"), which
owned certain real estate properties in Arizona, California and Florida.
Prior to the RELP IV Merger (as defined below), the principal business of
USAA-IV was to operate as the sole general partner of USAA Income
Properties IV Limited Partnership, a Delaware limited partnership ("RELP
IV"), which owned certain real estate properties in California and
Missouri, and an interest in a joint venture owning real estate property.
The present
9
<PAGE> 10
principal business of each of USAA-I, USAA-II, USAA-III, and USAA-IV is to
hold its respective investment in the Company.
The address of the principal business and the principal office of
each of USAA and USAA-CC is USAA Building, 9800 Fredericksburg, San
Antonio, Texas 78288. The address of the principal business and the
principal office of each of Realco, USAA- I, USAA-II, USAA-III, and USAA-IV
is 8000 Robert F. McDermott Freeway, IH-10 West, Suite 600, San Antonio,
Texas 78230-3884.
Appendix A hereto, which is incorporated herein by this reference,
sets forth the name, the residence or business address, and the present
principal occupation or employment (including the name, principal business,
and address of any corporation or other organization in which such
employment is conducted) of the directors and executive officers of the
Reporting Parties.
None of the Reporting Parties and, to their knowledge, none of the
persons identified in Appendix A hereto has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended to add the following:
On June 30, 1997, (i) RELP I entered into the Amended and Restated
Plan and Agreement of Merger with the Company (the "RELP I Merger
Agreement"), providing for the merger of RELP I with and into the Company
(the "RELP I Merger"); (ii) RELP II entered into the Amended and Restated
Plan and Agreement of Merger with the Company (the "RELP II Merger
Agreement"), providing for the merger of RELP II with and into the Company
(the "RELP II Merger"); (iii) RELP III entered into the Amended and
Restated Plan and Agreement of Merger with the Company (the "RELP III
Merger Agreement"), providing for the merger of RELP III with and into the
Company (the "RELP III Merger"); and (iv) RELP IV entered into the Amended
and Restated Plan and Agreement of Merger with the Company (the "RELP IV
Merger Agreement"), providing for the merger of RELP IV with and into the
Company (the "RELP IV Merger" and, collectively with the RELP I Merger, the
RELP II Merger, and RELP III Merger, the "Mergers"). A form of Merger
Agreement is attached as Exhibit 10.11 hereto.
On January 20, 1998, (i) the RELP I Merger became effective and, as a
result, each unit of limited partnership interests in RELP I (each, a "RELP
I Unit") was converted into the right to receive 15.90 Shares; (ii) the
RELP II Merger became
10
<PAGE> 11
effective and, as a result, each unit of limited partnership interests in
RELP II (each, a "RELP II Unit") was converted into the right to receive
28.63 Shares; (iii) the RELP III Merger became effective and, as a result,
each unit of limited partnership interests in RELP III (each, a "RELP III
Unit") was converted into the right to receive 16.60 Shares; and (iv) the
RELP IV Merger became effective and, as a result, each unit of limited
partnership interests in RELP IV (each, a "RELP IV Unit") was converted
into the right to receive 15.14 Shares. Accordingly, on January 20, 1998,
(i) the 6,039 RELP-I Units held by USAA-I immediately prior to the
effectiveness of the RELP I Merger were converted into the right to receive
96,020 Shares; (ii) the 6,691 RELP-II Units held by USAA-II immediately
prior to the effectiveness of the RELP II Merger were converted into the
right to receive 191,563 Shares; (iii) the 6,484 RELP-III Units held by
USAA-III immediately prior to the effectiveness of the RELP III Merger were
converted into the right to receive 107,634 Shares; and (iv) the 6,140
RELP-IV Units held by USAA-IV immediately prior to the effectiveness of the
RELP IV Merger were converted into the right to receive 92,959 Shares.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended to add the following:
As more fully described in the Joint Proxy Statement/Prospectus dated
November 14, 1997 forming a part of the Company's Registration Statement on
Form S-4 (No. 333-31823) and the supplements thereto, the purpose of the
Mergers was to give limited partners of RELP I, RELP II, RELP III, and RELP
IV the ability to participate in a strategic business combination with a
publicly-traded real estate investment trust ("REIT") with compatible
properties in existing and new markets in order to take advantage of the
growth in the REIT industry and real estate markets in general, with the
opportunity to liquidate their investment through the sale of the
publicly-traded shares or retain their investment indefinitely.
The Reporting Parties may at any time and from time to time acquire
additional Shares, dispose of Shares or take such other actions with
respect to the Company or any of its securities as the Reporting Parties,
in their discretion, may deem to be desirable or appropriate.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is hereby amended by deleting it in its entirety and substituting
the following therefor:
Immediately following the consummation of the Mergers, (i) Realco
owned directly 1,185,911 Shares (which includes 544,962 Shares issued to
Realco on December 1, 1997 upon conversion of the Modified Notes),
constituting 12.4% of the total number of Shares, (ii) USAA-I owned
directly 96,020 Shares, constituting 1.0%
11
<PAGE> 12
of the total number of Shares, (iii) USAA-II owned directly 191,563 Shares,
constituting 2.0% of the total number of Shares, (iv) USAA-III owned
directly 107,634 Shares, constituting 1.1% of the total number of Shares,
and (v) USAA-IV owned directly 92,959 Shares, constituting 1.0% of the
total number of Shares.
By reason of the relationships described in Item 2 above, (i) USAA,
USAA-CC and Realco may be deemed to have shared voting and dispositive
power with respect to the 1,185,911 Shares owned directly by Realco, (ii)
USAA, USAA-CC, Realco, and USAA-I may be deemed to have shared voting and
dispositive power with respect to the 96,020 Shares owned directly by
USAA-I, (iii) USAA, USAA-CC, Realco, and USAA-II may be deemed to have
shared voting and dispositive power with respect to the 191,563 Shares
owned directly by USAA-II; (iv) USAA, USAA-CC, Realco, and USAA-III may be
deemed to have shared voting and dispositive power with respect to the
107,634 Shares owned directly by USAA-III; (v) USAA, USAA-CC, Realco, and
USAA-IV may be deemed to have shared voting and dispositive power with
respect to the 92,959 Shares owned directly by USAA-IV; (vi) USAA and
USAA-CC may be deemed to have indirect beneficial ownership of all of the
1,674,087 Shares owned directly by Realco, USAA-I, USAA-II, USAA-III, and
USAA-IV, constituting 17.4% of the total number of Shares, and (vii) Realco
may be deemed to have direct and indirect beneficial ownership of all of
the 1,674,087 Shares owned directly by Realco, USAA-I, USAA-II, USAA-III,
and USAA-IV, constituting 17.4% of the total number of Shares.
All Share numbers in the immediately preceding paragraphs of this
Item 5 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 paragraphs of this Item 5 are based on 9,597,807
Shares (reflecting the Reverse Stock Split) consisting of: (i) 4,640,016
Shares outstanding as of November 20, 1997 (as disclosed at page 5 of the
Joint Proxy Statement/Prospectus), (ii) 544,962 Shares issued to Realco on
December 1, 1997 upon conversion of the Modified Notes, and (iii) 4,412,829
Shares to be issued as a result of the Mergers (as disclosed at page 118 of
the Joint Proxy Statement/Prospectus).
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 November 21,
1997. 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.
12
<PAGE> 13
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following are filed herewith as Exhibits to this Amendment No. 2 to
Schedule 13D.
10.11 Form of Amended and Restated Agreement and Plan of Merger, dated as
of June 30,1997, by and between the Company and each of RELP I, RELP
II, RELP III and RELP IV (incorporated by reference to Annex I to the
Joint Proxy Statement/Prospectus forming a part of the Company's
Registration Statement on Form S-4 (No. 333-31823)).
10.12 Amended and Restated Agreement for Joint Filing on Behalf of Each
Reporting Party.
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: January 26, 1998 UNITED SERVICES AUTOMOBILE ASSOCIATION
By: /s/ Bradford W. Rich
-------------------------------------------
Name: Bradford W. Rich
Title: Senior 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: January 26, 1998 USAA CAPITAL CORPORATION
By: /s/ Bradford W. Rich
-------------------------------------------
Name: Bradford W. Rich
Title: Senior 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: January 26, 1998 USAA REAL ESTATE COMPANY
By: /s/ T. Patrick Duncan
-------------------------------------------
Name: T. Patrick Duncan
Title: Senior Vice President - Operations
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: January 26, 1998 USAA INVESTORS I, INC.
By: /s/ T. Patrick Duncan
-------------------------------------------
Name: T. Patrick Duncan
Title: Senior Vice President -
Real Estate Operations
17
<PAGE> 18
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: January 26, 1998 USAA INVESTORS II, INC.
By: /s/ T. Patrick Duncan
-------------------------------------------
Name: T. Patrick Duncan
Title: Senior Vice President -
Real Estate Operations
18
<PAGE> 19
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: January 26, 1998 USAA PROPERTIES III, INC.
By: /s/ T. Patrick Duncan
-------------------------------------------
Name: T. Patrick Duncan
Title: Senior Vice President -
Real Estate Operations
19
<PAGE> 20
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: January 26, 1998 USAA PROPERTIES IV, INC.
By: /s/ T. Patrick Duncan
-------------------------------------------
Name: T. Patrick Duncan
Title: Senior Vice President -
Real Estate Operations
20
<PAGE> 21
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 Buying Services, 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) Intentionally Omitted; (23) Intentionally Omitted;
(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 (collectively, the Subsidiaries). USAA and subsidiaries (2-35,
54-59) 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 the names, the residences or business addresses,
and the present principal occupation or employment of the directors and
executive officers of the Reporting Parties.
21
<PAGE> 22
1. UNITED SERVICES AUTOMOBILE ASSOCIATION
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
- ----------------- ---------------- ------------------
<S> <C> <C>
ROBERT T. HERRES, USAA Building Serves as Chairman/President/CEO/COO/
Chairman/President/CEO/COO San Antonio, Texas 78288 Attorney-in-Fact of USAA and Director of
Attorney-in-Fact and Director Subsidiaries (2, 3, 6, 9, 10, 11, 14, 33 and
54) and as Chairman of 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)
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 Chairman
San Antonio, Texas 78288 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 Subsidiary
San Antonio, Texas 78288 (10).
RICHARD D. MILLIGAN, Director USAA Building Serves as Director of USAA and Subsidiary
San Antonio, Texas 78288 (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 & Casualty
in-Fact, President-Property & Casualty San Antonio, Texas 78288 Insurance, P&C of USAA and as Director
Insurance, P&C of Subsidiaries (2-6, 10, 14, 34, 35 and
54); and as Vice Chair of Board and
President of Subsidiaries (2 and 3);
and as Chairman of Board of Subsidiaries
(4 & 5), and CEO of Subsidiary (54).
HENRY VICCELLIO, JR., Executive Vice USAA Building Serves as Executive Vice President and
President, Deputy CEO for Operational San Antonio, Texas 78288 Deputy CEO of USAA; and as Director of
Integration and Support Subsidiary (33).
STEVEN M. EAMES, Sr. Vice President - USAA Building Serves as Sr. Vice President-Chief
Chief Communications and Marketing San Antonio, Texas 78288 Communications Officer of USAA and as
Officer Director and President of Subsidiary (33).
</TABLE>
22
<PAGE> 23
<TABLE>
<S> <C> <C>
MICHAEL J.C. ROTH, Vice Chair, CEO, USAA Building Serves as Director, Vice Chair, CEO, and
President and Director San Antonio, Texas 78288 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 President- USAA Building Serves as Sr. Vice President-CFO and Treasurer of
CFO/Treasurer San Antonio, Texas 78288 USAA and as Director of Subsidiaries (2, 3, 6, 7,
9-12, 13, 14, 16, 17, 21, 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, 16); and as Chair of
Board and President of Subsidiary (35); and as
Treasurer of Subsidiaries (33 and
34), and Chairman of (12, 13, and 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, President of
Board, CEO, President and Director San Antonio, Texas 78288 Subsidiary (7) and as Director of Subsidiaries
(7, 8, 11, 34, 35 and 56); and as Chairman of
the Board and President of Subsidiary (8).
</TABLE>
2. USAA CAPITAL CORPORATION
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
- ----------------- ---------------- ------------------
<S> <C> <C>
ROBERT G. DAVIS, Director, Vice USAA Building Serves as Director, Vice Chairman, CEO
Chairman, CEO/President San Antonio, Texas 78288 and President of USAA Capital
Corporation; and as Director of Subsidiaries
(2, 3, 7, 11-21, 25-37, 54 and 56); 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,
13, 16 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. HYBE, 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).
ROBERT T. HERRES, USAA Building Serves as Director and Chairman of USAA
Director, Chairman San Antonio, Texas 78288 Capital 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.
</TABLE>
23
<PAGE> 24
<TABLE>
<S> <C> <C>
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,
12-13, 14, 16, 17, 25, 27, 28, 33, 34,
35, 56 and 54); 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 and 56); 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 Vice USAA Building Serves as Director of USAA Capital
President and Controller San Antonio, Texas 78288 Corporation and Subsidiaries (2, 3, 6, 7, 9,
11-14, 16, 17, 21, 27, 33-35, 54 and 56);
and as Chairman of Board of Subsidiaries (12,
13, 16, 17, 35); and as President of Subsidiaries
(17 and 35); and as CFO of Subsidiary (1); and
as CEO of Subsidiary (17); and as Senior Vice
President of USAA Capital Corporation, USAA
and of Subsidiaries (11 and 16); and as Vice
President of Subsidiaries (2, 3, 9, 13, 14, 33, 54
and 56); and as Controller of USAA Capital
Corporation and of Subsidiaries (11, 16 and 17);
and as Treasurer of Subsidiaries (1, 2, 3, 9,
13, 14, 16, 17, 33, 34, 54 and 56).
</TABLE>
3. USAA REAL ESTATE COMPANY
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
- ----------------- ---------------- ------------------
<S> <C> <C>
STEPHANIE A. COLEMAN, Director 613 N. W. Loop 410, Suite 140 Managing Partner of Staffing Solutions
San Antonio, Texas 78217
LUIS DE LA GARZA, Director 1020 N.E. Loop 410, Suite 700 Vice President-Corporate Relations
San Antonio, Texas 78217 PG&E Gas Transmission
BRIG. GEN. KENNETH R. FLEENOR, 14715 Hermes Retired from Military
Director Selma, Texas 78154
EDWARD B. KELLEY, President, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice Chairman
CEO Vice Chairman and Director IH-10 West, Suite 600 and Director of the Board of USAA Real
San Antonio, Texas 78230-3884 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 Subsidiaries (13 and 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 USAA
President and Director IH-10 West, Suite 600 Real Estate Company and Subsidiaries (37-
San Antonio, Texas 78230-3884 53) and as Director of USAA Real Estate
Company and Subsidiaries (37-53); and as Vice
Chair of Subsidiaries (38-43, 45-53).
</TABLE>
24
<PAGE> 25
<TABLE>
<S> <C> <C>
RANDAL R. SEEWALD, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real Estate
and Secretary IH-10 West, Suite 600 Company and Subsidiaries (18-20 and 37-53)
San Antonio, Texas 78230-3884 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).
MARTHA J. BARROW, Vice President 8000 Robert F. McDermott Frwy. Serves as President of Subsidiary (43) and
and Treasurer IH-10 West, Suite 600 as Vice President of USAA Real Estate
San Antonio, Texas 78230-3884 Company and Subsidiaries (37-42 and 44- 53) and as
Director of Subsidiary (42) and as Treasurer
of USAA Real Estate Company and Subsidiaries
(37-42, 44-53).
S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real
IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39,
San Antonio, Texas 78230-3884 42, 43 and 45-53) and Director of Subsidiary (42).
RANDELL E. CARR, JR., Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President of
President IH-10 West, Suite 600 USAA Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (42 and 53).
MAJ. GEN. CHRIS O. DIVICH, Director 9311 San Pedro, Suite 600 Serves as Senior Vice President of
San Antonio, Texas 78216 Southwest Business Corporation.
DAVID A. ROSALES, Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President and
President and Controller IH-10 West, Suite 600 Controller of USAA Real Estate Company
San Antonio, Texas 78230-3884 and Subsidiaries (37-43 and 45-53).
SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real
IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39,
San Antonio, Texas 78230-3884 41, 43 and 45-51).
DAVID M. HOLMES, Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President of
President IH-10 West, Suite 600 USAA Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 43 and 45-51).
</TABLE>
4. USAA INVESTORS I, INC.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
- ----------------- ---------------- ------------------
<S> <C> <C>
EDWARD B. KELLEY, Chairman, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice Chairman
President, CEO and Director IH-10 West, Suite 600 and Director of the Board of USAA Real
San Antonio, Texas 78230-3884 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 Subsidiaries (13 and 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 of USAA
Senior Vice President and Director IH-10 West, Suite 600 Real Estate Company and Subsidiaries (37-
San Antonio, Texas 78230-3884 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 Real Estate
Secretary, Legal Counsel and Director IH-10 West, Suite 600 Company and Subsidiaries (18-20 and 37-53)
Antonio, Texas 78230-3884 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).
</TABLE>
25
<PAGE> 26
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
- ----------------- ---------------- ------------------
<S> <C> <C>
MARTHA J. BARROW, Vice President 8000 Robert F. McDermott Frwy. Serves as President of Subsidiary (43) and
and Treasurer IH-10 West, Suite 600 as Vice President of USAA Real Estate
San Antonio, Texas 78230-3884 Company and Subsidiaries (37-42 and 44- 53) and as
Director of Subsidiary (42) and as Treasurer
of USAA Real Estate Company and Subsidiaries
(37-42, 44-53).
S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real
IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39,
San Antonio, Texas 78230-3884 42, 43 and 45-53) and Director of
Subsidiary (42)
SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real
IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39,
San Antonio, Texas 78230-3884 41, 43 and 45-51).
DAVID A. ROSALES, Assistant Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President and
President and Controller IH-10 West, Suite 600 Controller of USAA Real Estate Company
San Antonio, Texas 78230-3884 and Subsidiaries (37-43 and 45-53).
DAVID M. HOLMES, Assistant Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President of
President IH-10 West, Suite 600 USAA Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 43 and 45-51)
</TABLE>
5. USAA INVESTORS II, INC.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
- ----------------- ---------------- ------------------
<S> <C> <C>
EDWARD B. KELLEY, Chairman, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice Chairman
President, CEO and Director IH-10 West, Suite 600 and Director of the Board of USAA Real
San Antonio, Texas 78230-3884 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 Subsidiaries (13 and 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 of USAA
Senior Vice President and Director IH-10 West, Suite 600 Real Estate Company and Subsidiaries (37-
San Antonio, Texas 78230-3884 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 Real
Secretary, Legal Counsel and Director IH-10 West, Suite 600 Estate Company and Subsidiaries (18-20
San Antonio, Texas 78230-3884 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).
MARTHA J. BARROW, Vice President 8000 Robert F. McDermott Frwy. Serves as President of Subsidiary (43) and
and Treasurer IH-10 West, Suite 600 as Vice President of USAA Real Estate
San Antonio, Texas 78230-3884 Company and Subsidiaries (37-42 and 44- 53) and as
Director of Subsidiary (42) and as Treasurer
of USAA Real Estate Company and Subsidiaries
(37-42, 44-53).
</TABLE>
26
<PAGE> 27
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
- ----------------- ---------------- ------------------
<S> <C> <C>
S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real
IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39,
San Antonio, Texas 78230-3884 42, 43 and 45-53) and Director of
Subsidiary (42)
SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real
IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39,
San Antonio, Texas 78230-3884 41, 43 and 45-51).
DAVID A. ROSALES, Assistant Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President and
President and Controller IH-10 West, Suite 600 Controller of USAA Real Estate Company
San Antonio, Texas 78230-3884 and Subsidiaries (37-43 and 45-53).
DAVID M. HOLMES, Assistant Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President of
President IH-10 West, Suite 600 USAA Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 43 and 45-51)
</TABLE>
6. USAA PROPERTIES III, INC.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
- ----------------- ---------------- ------------------
<S> <C> <C>
EDWARD B. KELLEY, Chairman, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice Chairman
President, CEO and Director IH-10 West, Suite 600 and Director of the Board of USAA Real
San Antonio, Texas 78230-3884 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 Subsidiaries (13 and 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 of USAA
Senior Vice President and Director IH-10 West, Suite 600 Real Estate Company and Subsidiaries (37-
San Antonio, Texas 78230-3884 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 Real
Secretary, Legal Counsel and Director IH-10 West, Suite 600 Estate Company and Subsidiaries (18-20
San Antonio, Texas 78230-3884 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).
MARTHA J. BARROW, Vice President 8000 Robert F. McDermott Frwy. Serves as President of Subsidiary (43) and
and Treasurer IH-10 West, Suite 600 as Vice President of USAA Real Estate
San Antonio, Texas 78230-3884 Company and Subsidiaries (37-42 and 44- 53) and as
Director of Subsidiary (42) and as Treasurer
of USAA Real Estate Company and Subsidiaries
(37-42, 44-53).
S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real
IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39,
San Antonio, Texas 78230-3884 42, 43 and 45-53) and Director of
Subsidiary (42)
SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real
IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39,
San Antonio, Texas 78230-3884 41, 43 and 45-51).
</TABLE>
27
<PAGE> 28
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
- ----------------- ---------------- ------------------
<S> <C> <C>
DAVID A. ROSALES, Vice President and 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President and
Controller IH-10 West, Suite 600 Controller of USAA Real Estate Company
San Antonio, Texas 78230-3884 and Subsidiaries (37-43 and 45-53).
DAVID M. HOLMES, Assistant Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President of
President IH-10 West, Suite 600 USAA Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 43 and 45-51)
</TABLE>
7. USAA PROPERTIES IV, INC.
<TABLE>
<CAPTION>
Name and Position Business Address Present Occupation
- ----------------- ---------------- ------------------
<S> <C> <C>
EDWARD B. KELLEY, Chairman, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice Chairman
President, CEO and Director IH-10 West, Suite 600 and Director of the Board of USAA Real
San Antonio, Texas 78230-3884 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 Subsidiaries (13 and 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 of USAA
Senior Vice President and Director IH-10 West, Suite 600 Real Estate Company and Subsidiaries (37-
San Antonio, Texas 78230-3884 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 Real
Secretary, Legal Counsel and Director IH-10 West, Suite 600 Estate Company and Subsidiaries (18-20
San Antonio, Texas 78230-3884 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).
MARTHA J. BARROW, Vice President 8000 Robert F. McDermott Frwy. Serves as President of Subsidiary (43) and
and Treasurer IH-10 West, Suite 600 as Vice President of USAA Real Estate
San Antonio, Texas 78230-3884 Company and Subsidiaries (37-42 and 44-53) and as
Director of Subsidiary (42) and as Treasurer
of USAA Real Estate Company and Subsidiaries
(37-42, 44-53).
S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real
IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39,
San Antonio, Texas 78230-3884 42, 43 and 45-53) and Director of
Subsidiary (42)
SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real
IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39,
San Antonio, Texas 78230-3884 41, 43 and 45-51).
DAVID A. ROSALES, Assistant Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President and
President and Controller IH-10 West, Suite 600 Controller of USAA Real Estate Company
San Antonio, Texas 78230-3884 and Subsidiaries (37-43 and 45-53).
DAVID M. HOLMES, Assistant Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President of
President IH-10 West, Suite 600 USAA Real Estate Company and
San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 43 and 45-51)
</TABLE>
28
<PAGE> 29
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
January 20, 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>
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, 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 directors and executive officers of
USAA I may be deemed to share beneficial ownership of Shares beneficially owned
by USAA I, each of the directors and executive officers of USAA II may be deemed
to share beneficial ownership of Shares beneficially owned by USAA II, each of
the directors and executive officers of USAA III may be deemed to share
beneficial ownership of Shares beneficially owned by USAA III, and each of the
directors and executive officers of USAA IV may be deemed to share beneficial
ownership of Shares beneficially owned by USAA IV. 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.
29
<PAGE> 30
EXHIBIT INDEX
Exhibit No.
10.11 Form of Amended and Restated Agreement and Plan of Merger, dated as
of June 30,1997, by and between the Company and each of RELP I, RELP
II, RELP III and RELP IV (incorporated by reference to Annex I to the
Joint Proxy Statement/Prospectus forming a part of the Company's
Registration Statement on Form S-4 (No. 333-31823)).
10.12 Amended and Restated Agreement for Joint Filing on Behalf of Each
Reporting Party.
<PAGE> 1
EXHIBIT 10.12
AMENDED AND RESTATED AGREEMENT
FOR JOINT FILING
In connection with the beneficial ownership of Shares of Beneficial
Interest, par value $.10 per share, of American Industrial Properties REIT, USAA
Real Estate Company, USAA Capital Corporation, United Services Automobile
Association, USAA Investors I, Inc., USAA Investors II, Inc., USAA Properties
III, Inc. and USAA Properties IV, Inc. hereby agree to the joint filing on
behalf of such persons all filings, including the filing of a Schedule 13D and
all amendments thereto pursuant to Rule 13d-2(f)(1)(iii) under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), required under the
Exchange Act pursuant to which joint filing statements are permitted.
IN WITNESS WHEREOF, the undersigned have caused this Amended and Restated
Agreement for Joint Filing to be signed as of this 26th day of January, 1998.
USAA REAL ESTATE COMPANY
By: /s/ T. Patrick Duncan
----------------------------------
Name: T. Patrick Duncan
Title: Senior Vice President --
Real Estate Operations
USAA CAPITAL CORPORATION
Signature: /s/ Bradford W. Rich
---------------------------
Name: Bradford W. Rich
Title: Senior Vice President
UNITED SERVICES AUTOMOBILE
ASSOCIATION
Signature: /s/ Bradford W. Rich
---------------------------
Name: Bradford W. Rich
Title: Senior Vice President
<PAGE> 2
USAA INVESTORS I, INC.
By: /s/ T. Patrick Duncan
----------------------------------
Name: T. Patrick Duncan
Title: Senior Vice President --
Real Estate Operations
USAA INVESTORS II, INC.
By: /s/ T. Patrick Duncan
----------------------------------
Name: T. Patrick Duncan
Title: Senior Vice President --
Real Estate Operations
USAA PROPERTIES III, INC.
By: /s/ T. Patrick Duncan
----------------------------------
Name: T. Patrick Duncan
Title: Senior Vice President --
Real Estate Operations
USAA PROPERTIES IV, INC.
By: /s/ T. Patrick Duncan
----------------------------------
Name: T. Patrick Duncan
Title: Senior Vice President --
Real Estate Operations
