<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. 4)
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
9830 COLONNADE BOULEVARD
SUITE 600
SAN ANTONIO, TEXAS 78230-2239
(210) 498-7541
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
AUGUST 3, 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 17 Pages)
<PAGE> 2
CUSIP NO. 026791103 13D PAGE 2 OF 17 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 1,680,086 Shares of Beneficial Interest (See Item 5)
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,680,086 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,680,086 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)
12.6% (See Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
<PAGE> 3
CUSIP NO. 026791103 13D PAGE 3 OF 17 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 1,680,086 Shares of Beneficial Interest (See Item 5)
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,680,086 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,680,086 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)
12.6% (See Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
<PAGE> 4
CUSIP NO. 026791103 13D PAGE 4 OF 17 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 1,680,086 Shares of Beneficial Interest (See Item 5)
PERSON -----------------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
0
-----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,680,086 Shares of Beneficial Interest (See Item 5)
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,680,086 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)
12.6% (See Item 5)
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
================================================================================
<PAGE> 5
This Amendment No. 4 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 (the "Reporting Parties"). 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.
The second sentence of the third paragraph of Item 2 is hereby amended
by deleting it in its entirety and substituting the following therefor:
The address of the principal business and the principal office
of Realco is 9830 Colonnade Boulevard, Suite 600, San Antonio, Texas
78230-2239.
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 1,680,086 Shares (including
6,000 Shares issuable to Realco upon exercise of Options (as defined
below)), constituting 12.6% 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 1,680,086 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 13,312,201 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), (ii) 6,000 Shares issuable upon exercise of Options,
and (iii) 2,207,624 Shares issued to Developers Diversified Realty
Corporation ("DDRC") effective as of July 30, 1998 pursuant to the
Share Purchase Agreement (as defined below) and related transactions
(as reported in the Company's Current Report on Form 8-K, dated July
30, 1998 (the "July 1998 Current Report")).
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 as directors and executive officers of the
Reporting Parties, have effected any transactions in Shares since June
7, 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
5
<PAGE> 6
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.
As a result of the Voting Agreement (as defined below), Realco
and DDRC may be deemed to constitute a "group," and, accordingly, each
of them may be deemed to beneficially own all of the Shares
beneficially owned by either of them. The Reporting Parties disclaim
beneficial ownership of any Shares beneficially owned by DDRC.
Reference is made to such reports on Schedule 13D as have been or may
be filed with the Securities and Exchange Commission by DDRC for
information regarding its beneficial ownership of Shares.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by deleting the third to last paragraph
thereof and substituting the following therefor:
Each of Messrs. Duncan and Kelley have been granted options to
purchase Shares ("Options") in connection with their services as
members of the Board of Trust Managers of the Company (the "Board").
Pursuant to internal policies of Realco, following such grants each of
Messrs. Duncan and Kelley transferred to Realco the Options granted to
him. Such Options presently entitle Realco to purchase 6,000 Shares. A
form of the option agreement governing such Options is attached hereto
as Exhibit 10.13.
Item 6 is hereby further amended to add the following at the end
thereof:
Pursuant to a letter agreement between Realco and DDRC, dated July 30,
1998 and effective August 3, 1998 (the "Voting Agreement"), Realco,
among other things, (i) agreed to vote all Shares owned by it (A) in
favor of approval of the Share Purchase Agreement, dated July 30, 1998,
between the Company and DDRC (the "Share Purchase Agreement"), the
Merger Agreement, dated July 30, 1998, among the Company, DDRC, and an
affiliate of DDRC (the "Merger Agreement"), and the transactions
contemplated by such agreements, and (B) for the election of
representatives of DDRC to the Board (it being provided in the Share
Purchase Agreement that (i) so long as DDRC owns a number of Shares
equal to or greater than 75% of the Shares purchased by DDRC pursuant
to the Share Purchase Agreement ("Purchased Shares"), DDRC will be
entitled to nominate three members to the Board, including the
Chairman, (ii) so long as DDRC owns a number of Shares less than 75%
but equal to or greater than 50% of the Purchased Shares, DDRC will be
entitled to nominate two members to the Board, including the Chairman,
and (iii) so long as DDRC owns a number of Shares less than 50% but
equal to or greater than 25% of the Purchased Shares, DDRC will be
entitled to nominate one member to the Board) and (ii) agreed to
certain restrictions on transfer with respect to Shares owned by it
during the period commencing on August 3, 1998 and concluding on the
earliest of (A) the date on which the Purchase Agreement and the Merger
Agreement are terminated, (B) the Second Closing Date (as defined in
the Purchase Agreement), and (C) March 27, 1999. In addition, DDRC
agreed pursuant to the Share Purchase
6
<PAGE> 7
Agreement to vote all Shares owned by it in favor of the nominees of
Realco for so long as the right of Realco to nominate members of the
Board continues. The foregoing discussion is not intended to be
complete and is qualified in its entirety by reference to the Voting
Agreement and Share Purchase Agreement, copies of which are attached
hereto as Exhibits 10.14 and 10.15, respectively.
7
<PAGE> 8
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: August 6, 1998 UNITED SERVICES AUTOMOBILE
ASSOCIATION
By: /s/ Michael D. Wagner
------------------------------
Name: Michael D. Wagner
Title: Vice President
8
<PAGE> 9
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: August 6, 1998 USAA CAPITAL CORPORATION
By: /s/ Michael D. Wagner
------------------------------
Name: Michael D. Wagner
Title: Vice President
9
<PAGE> 10
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: August 6, 1998 USAA REAL ESTATE COMPANY
By: /s/ Randal R. Seewald
-------------------------------
Name: Randal R. Seewald
Title: Vice President
10
<PAGE> 11
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, AND REALCO
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 Savings Bank; (60) USAA
Corporate Attorney in Fact, Inc.; (61) USAA Information Technology Company; (62)
USAA Merchandise Services Company; (63) USAA Life Insurance Company of New
York; (64) USAA Insurance Agency, Inc. (Wyoming); and (65) USAA General Agency,
Inc. (collectively, the Subsidiaries). USAA and subsidiaries (2-35, 54-65) have
a business address of USAA Building, 9800 Fredericksburg, San Antonio, Texas
78288. Subsidiaries (36-53) have a business address of 9830 Colonnade Boulevard,
Suite 600, San Antonio, Texas 78230-2239. 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.
11
<PAGE> 12
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, 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 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 Director of Subsidiaries (2-6, 9, 10, 14,
In-Fact and Deputy CEO San Antonio, Texas 78288 17, 33, 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);
Vice Chair and CEO of Subsidiary (54); and as Vice
Chairman of Subsidiary (60 and 61).
ROBERT G. DAVIS, Deputy CEO of USAA Building Serves as Director, Vice Chairman, CEO
Capital Management San Antonio, Texas 78288 and President of USAA Capital Corporation and as
Deputy CEO of (1); 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, 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 and 56); and as Vice
President of Subsidiary (54); and as Vice President/
Treasurer of Subsidiary (35).
HENRY VICCELLIO, JR., President USAA Building Serves as President of USAA and Subsidiaries 2, 3,
San Antonio, Texas 78288 54 and 60; Deputy CEO of P & C Operations, Alliance
Services and Corporate Support; a Director of
Subsidiaries (2, 3 and 61); and CEO of Subsidiary 60
</TABLE>
12
<PAGE> 13
<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
CFO/Treasurer San Antonio, Texas 78288 Treasurer of USAA and as Director of
Subsidiaries (2, 3, 6, 7, 9-12, 13,
14, 15, 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 (12,
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); and as CEO of Subsidiary (12);
and President and Chairman of Subsidiary (15).
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, 14, 22, 34, 35, 56, 63 and 64); as
Chairman of the Board and President of Subsidiary
(8); and as Chairman, President and CEO of
Subsidiary (63); and as Chairman of Subsidiary (14
and 22); and as Chairman and President of Subsidiary
(64).
</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
Deputy CEO of (1); 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, 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 and 56); and as Vice
President of Subsidiary (54); and as Vice President/
Treasurer of Subsidiary (35).
LESLIE G. DENEND, Director USAA Building Serves as Director of USAA Capital
San Antonio, Texas 78288 Corporation and Subsidiary (1).
MARCELITE J. HARRIS, 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 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.
</TABLE>
13
<PAGE> 14
<TABLE>
<S> <C> <C>
BRADFORD W. RICH, Director, Senior USAA Building Serves as Director of USAA Capital Corporation
Vice President and Secretary San Antonio, Texas 78288 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 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 Vice USAA Building Serves as Sr. Vice President-CFO and
President and Controller San Antonio, Texas 78288 Treasurer of USAA and as Director of
Subsidiaries (2, 3, 6, 7, 9-12, 13,
14, 15, 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 (12, 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); and as CEO of Subsidiary (12); and President
and Chairman of Subsidiary (15).
WILSON C. COONEY, Director USAA Building Serves as Director of Subsidiaries (2-6, 9, 10, 14,
San Antonio, Texas 78288 17, 33, 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);
Vice Chair and CEO of Subsidiary (54); and as Vice
Chairman of Subsidiary (60 and 61).
</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 78216
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>
14
<PAGE> 15
<TABLE>
<S> <C> <C>
EDWARD B. KELLEY, President, 9830 Colonnade Boulevard Serves as President, CEO, Vice Chairman and
CEO Vice Chairman and Director Suite 600 Director of the Board of USAA Real Estate
San Antonio, Texas 78230-2239 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 (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 9830 Colonnade Boulevard Serves as Senior Vice President of USAA Real
President and Director Suite 600 Estate Company and Subsidiaries (37-53) and
San Antonio, Texas 78230-2239 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 and 9830 Colonnade Boulevard Serves as Vice President of USAA Real Estate
Secretary Suite 600 Company and Subsidiaries (18-20 and 37-53)
San Antonio, Texas 78230-2239 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 and 9830 Colonnade Boulevard Serves as Vice President of USAA Real Estate
Treasurer Suite 600 Company and Subsidiaries (37-53) and as
San Antonio, Texas 78230-2239 Director of Subsidiary (42) and as Treasurer of
USAA Real Estate Company and Subsidiaries (37-53).
S. WAYNE PEACOCK, Vice President 9830 Colonnade Boulevard Serves as Vice President of USAA Real Estate
Suite 600 Company and Subsidiaries (37-39, 42, 43 and
San Antonio, Texas 78230-2239 47-53) and Director of Subsidiary (42).
RANDELL E. CARR, JR., Asst. Vice 9830 Colonnade Boulevard Serves as Assistant Vice President of USAA
President Suite 600 Real Estate Company.
San Antonio, Texas 78230-2239
MAJ. GEN. CHRIS O. DIVICH, Director 9311 San Pedro, Suite 600 Serves as Senior Vice President of Southwest
San Antonio, Texas 78216 Business Corporation.
PATRICIA R. MARTIN, Asst. Vice President 9830 Colonnade Boulevard Serves as Assistant Vice President and
and Controller Suite 600 Controller of USAA Real Estate Company and
San Antonio, Texas 78230-2239 Subsidiaries (37-53).
SUSAN T. WALLACE, Vice President 9830 Colonnade Boulevard Serves as Vice President of USAA Real Estate
Suite 600 Company and Subsidiaries (38, 39, 41, 43 and
San Antonio, Texas 78230-2239 45-51).
STANLEY R. ALTERMAN, Asst. Vice 9830 Colonnade Boulevard Serves as Assistant Vice President of USAA
President Suite 600 Real Estate Company and Subsidiaries (37-
San Antonio, Texas 78230-2239 39, 41, 42, 45-53); and as Director of Subsidiary
(42).
GARY M. DRIGGERS, Asst. Vice President 9830 Colonnade Boulevard Serves as Assistant Vice President of USAA
Suite 600 Real Estate Company and Subsidiary (37).
San Antonio, Texas 78230-2239
THOMAS M. BOTHEN, Asst. Vice President 9830 Colonnade Boulevard Serves as Assistant Vice President of USAA
Suite 600 Real Estate Company and Subsidiaries (37, 47
San Antonio, Texas 78230-2239 and 51).
</TABLE>
15
<PAGE> 16
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, AND REALCO
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
August 6, 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 *
Thomas C. Bothen 150 *
</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.
16
<PAGE> 17
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------- -----------
<S> <C>
10.14 Voting Agreement
10.15 Share Purchase Agreement (incorporated by reference to Exhibit
10.1 to the July 1998 Current Report)
</TABLE>
17
<PAGE> 1
EXHIBIT 10.14
VOTING AGREEMENT
July 30, 1998
Developers Diversified Realty Corporation
34555 Chagrin Boulevard
Moreland Hills, Ohio
Re: Voting Agreement
Ladies and Gentlemen:
The undersigned understands that Developers Diversified Realty
Corporation, an Ohio corporation ("DDRC"), and American Industrial Properties
REIT, a Texas real estate investment trust ("AIP"), are entering into a Share
Purchase Agreement to be dated on or about the date hereof (the "Purchase
Agreement"), and, together with DDR Office Flex Corporation, a Delaware
corporation, a Merger Agreement to be dated on or about the date hereof (the
"Merger Agreement" and, together with the Purchase Agreement, the "Agreements"),
providing for, among other things, the purchase of common shares, $.10 par value
per share, of AIP by DDRC (the "Share Purchase"). Under the rules of the New
York Stock Exchange, consummation of the Share Purchase will require the
approval of the shareholders of AIP.
The undersigned is a shareholder of AIP (the "Shareholder")
and is entering into this letter agreement at your request, in exchange for good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, to induce you to enter into the Agreements and to consummate the
transactions contemplated thereby.
The Shareholder confirms its agreement with you as follows:
1. The Shareholder represents and warrants that Schedule I
annexed hereto sets forth the shares of beneficial interest of AIP of which the
Shareholder or any affiliate (as defined under the Securities Exchange Act of
1934, as amended) of the Shareholder controlled by the Shareholder (a
"Controlled Affiliate") is the beneficial owner (the "Shares") and that the
Shareholder and the Controlled Affiliates are on the date hereof the lawful
owners of the number of Shares set forth in Schedule I, free and clear of all
liens, charges, encumbrances, voting agreements and commitments of any kind,
except as disclosed in Schedule I. Except for the Shares set forth in Schedule
I, neither the Shareholder nor any Controlled Affiliate owns or holds any rights
to acquire any additional shares of beneficial interest of AIP (other than
pursuant to options or conversion rights with regard to any of the Shares, in
each case as disclosed in Schedule I) or any interest therein or any voting
rights with respect to any such additional shares.
2. Until the earliest date referred to in Section 12, the
Shareholder agrees that it will not, and will not permit any Controlled
Affiliate to, contract to sell, sell or otherwise transfer
1
<PAGE> 2
Developers Diversified Realty Corporation
July 30, 1998
Page 2
or dispose of any of the Shares or any interest therein or securities
convertible into shares of beneficial interest of AIP, or any voting rights with
respect thereto, without your prior written consent.
3. The Shareholder agrees that, during the term of this letter
agreement, neither it nor any Controlled Affiliate will take any action that AIP
would at that time be prohibited from taking under Section 5.4 of the Purchase
Agreement.
4. The Shareholder agrees that during the term of this letter
agreement (a) all of the shares of beneficial interest of AIP beneficially owned
by the Shareholder or any Controlled Affiliate, or over which the Shareholder or
any Controlled Affiliate has voting power or control, directly or indirectly
(including any such shares acquired after the date hereof) at the record date
for any meeting of shareholders of AIP called to consider and vote on the Share
Purchase and the Agreements and the transactions contemplated thereby or any
Competing Transaction (as such term is defined in the Purchase Agreement) will
be voted by the Shareholder or such Controlled Affiliates, or any representative
or proxy thereof, as applicable, in favor of the approval of the Share Purchase
and the Agreements and the transactions contemplated thereby and (b) neither the
Shareholder nor any Controlled Affiliate, nor any such representative or proxy,
will vote any such Shares in favor of any Competing Transaction.
5. The Shareholder agrees that the shares referred to in
Section 4 above that are owned at the record date for any meeting of
shareholders of AIP called to consider and vote on the election of members of
the Board of Trust Managers of the Trust (the "Board") will be voted by the
Shareholder or any Controlled Affiliate, or any representative or proxy thereof,
as applicable, in favor of the approval of the election of the representatives
of DDRC to the Board for so long as DDRC has the right to nominate members of
the Board under the Purchase Agreement.
6. The Shareholder hereby appoints Marc A. Simpson to attend
the special meeting of the shareholders of AIP held to consider and vote on the
Share Purchase and to vote the shares referred to in Section 4 above, with all
the power the Shareholder would possess if personally present, in favor of the
approval of the Share Purchase, the Agreements and the transactions contemplated
thereby. The Shareholder agrees to execute, and to cause each Controlled
Affiliate to execute, such proxies and other instruments, and to take and to
cause each Controlled Affiliate to take such actions, as may be necessary to
cause all of those shares to be so voted.
7. The Shareholder has all necessary power and authority to
enter into this letter agreement. This letter agreement is the legal, valid and
binding agreement of the Shareholder, and is enforceable against the Shareholder
in accordance with its terms, subject to applicable bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws affecting
creditors' rights and remedies generally and to general principles of equity.
This letter agreement shall inure to the benefit of the parties hereto and the
successors and assigns of DDRC.
2
<PAGE> 3
Developers Diversified Realty Corporation
July 30, 1998
Page 3
8. The Shareholder agrees that damages are an inadequate
remedy for the breach by Shareholder of any term or condition of this letter
agreement and that you shall be entitled to a temporary restraining order and
preliminary and permanent injunctive relief in order to enforce our agreements
herein.
9. Except to the extent that the laws of the jurisdiction of
organization of any party hereto, or any other jurisdiction, are mandatorily
applicable to matters arising under or in connection with this letter agreement,
this letter agreement shall be governed by the laws of the State of Ohio. All
actions and proceedings arising out of or relating to this letter agreement
shall be heard and determined in any United States District Court sitting in the
Northern District of Ohio.
10. Each of the parties hereto irrevocably submits to the
exclusive jurisdiction of any United States District Court located in the
Northern District of Ohio, for the purpose of any action or proceeding arising
out of or relating to this letter agreement and each of the parties hereto
irrevocably agrees that all claims in respect of such action or proceeding may
be heard and determined exclusively in any federal court sitting in the Northern
District of Ohio. Each of the parties hereto agrees that a final judgment in any
action or proceeding shall be conclusive and may be enforced in other
jurisdictions by suit on the judgment or in any other manner provided by law.
The Shareholder hereby irrevocably appoints Jones, Day, Reavis
& Pogue, Cleveland, Ohio, as its lawful agent in and for the State of Ohio, for
and in its behalf, to accept and acknowledge service of, and upon whom may be
served, all necessary processes in any action, suit, or proceeding arising under
this Agreement that may be had or brought against it in any federal court in the
Northern District of Ohio, such service of process or notice, or the acceptance
thereof by said agent endorsed thereon, to have the same force and effect as if
served upon the Shareholder, provided that any such process or notice that may
be so served shall include a conspicuous statement to the effect that is to be
forwarded immediately to USAA Real Estate Company, 9830 Colonnade Boulevard,
Suite 600, San Antonio, Texas 78230-2239, Attention: Legal Counsel (with a copy
to Patricia J. Villareal, Jones, Day, Reavis & Pogue, 2001 Ross Avenue, Suite
2300, Dallas, Texas 75201). Nothing in this Section 10 shall affect the right of
any party hereto to serve legal process in any other manner permitted by law.
Shareholder hereby waives all defenses of improper venue and forum non
conveniens with respect to any action, suit, or proceeding brought in the any
United States District Court located in the Northern District of Ohio and
arising under this letter agreement.
11. This letter agreement constitutes the entire agreement
between the parties hereto with respect to the matters covered hereby and
supersedes all prior agreements, understandings or representations between the
parties, written or oral, with respect to the subject matter hereof.
12. This letter agreement and the proxy granted pursuant to
Section 6 hereof shall become effective upon the execution and delivery of the
Agreements by the respective parties thereto. Except as otherwise provided
herein, this letter agreement and the proxy granted pursuant to
3
<PAGE> 4
Developers Diversified Realty Corporation
July 30, 1998
Page 4
Section 6 hereof shall terminate automatically, without the need for any notice
or other action by either party, upon the earliest of (i) the date on which the
Purchase Agreement and the Merger Agreement are terminated, (ii) the Second
Closing Date, as defined in the Purchase Agreement, and (iii) the date that is
240 days after the date hereof.
13. Each of the parties hereto intends that AIP shall be a
third party beneficiary of this letter agreement, and shall be entitled to the
benefits hereof and shall have the ability to enforce the rights granted to DDRC
herein as fully as if it were a signatory of this letter agreement.
14. Notwithstanding anything to the contrary contained herein,
neither AIP nor any representative of the Shareholder serving on the Board of
Trust Managers of AIP shall be deemed to be a Controlled Affiliate.
Please confirm that the foregoing correctly states the
understanding between us by signing and returning to me a counterpart hereof.
USAA Real Estate Company
By: /s/ T. Patrick Duncan
----------------------------------
Name: T. Patrick Duncan
--------------------------------
Title: Senior Vice President
-------------------------------
Confirmed on the date
first above written
Developers Diversified Realty Corporation
By: /s/ Scott A. Wolstein
---------------------------------
Name: Scott A. Wolstein
-------------------------------
Title: President
-------------------------------
4
<PAGE> 5
Schedule I
Ownership of Shares of Beneficial Interest
Owned Beneficially (including Options to Purchase Shares)
<TABLE>
<CAPTION>
Shares Shares
Owned of Subject to Total
Record Options Shares
------ ------- ------
<S> <C> <C> <C>
USAA Real Estate Company 1,674,086 6,000 1,680,086
</TABLE>
