<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
American Industrial Properties REIT
-----------------------------------
(Name of Issuer)
Common Shares of Beneficial Interest, $.01 par value per share
--------------------------------------------------------------
(Title of Class of Securities)
026791 20 2
--------------
(CUSIP Number)
Scott A. Wolstein, President and Chief Executive Officer
Developers Diversified Realty Corporation
34555 Chagrin Boulevard
Moreland Hills, Ohio 44022
(440) 247-4700
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 15, 1999
----------------
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box / /.
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CUSIP NO. 026791 20 2 13D Page 2 of 13
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Developers Diversified Realty Corporation
2 CHECK APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) /x/
3 SEC USE ONLY
4 SOURCE OF FUNDS
BK
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
7 SOLE VOTING POWER
9,401,817
NUMBER OF 8 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 9,401,817
EACH 10 SHARED DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,401,817
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
-0-
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
45.8%
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 026791 20 2 13D Page 3 of 13
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Scott A. Wolstein
2 CHECK 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
United States
7 SOLE VOTING POWER
6*
NUMBER OF 8 SHARED VOTING POWER
SHARES -0-*
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 6*
EACH 10 SHARED DISPOSITIVE POWER
REPORTING -0-*
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
-0-*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
Less than one percent (1%)*
14 TYPE OF REPORTING PERSON
IN
* See Item 5(a) for a discussion of Mr. Wolstein's status with, and the
fact that he may be deemed to beneficially own all shares held by,
Developers Diversified Realty Corporation.
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CUSIP NO. 026791 20 2 13D Page 4 of 13
This Amendment No. 5 to Schedule 13D is filed to reflect
certain additional purchases of Common Shares (as defined herein) under the
Purchase Agreement (as defined herein) on January 15, 1999.
ITEM 1. SECURITY AND ISSUER
This Amendment No. 5 to Schedule 13D relates to the common
shares of beneficial interest, $.01 par value per share ("Common Shares"),
issued by American Industrial Properties REIT, a Texas real estate investment
trust ("AIP"), to Developers Diversified Realty Corporation, an Ohio corporation
("DDRC"), and Scott A. Wolstein, the Chairman of the Board, President and Chief
Executive Officer of DDRC, pursuant to the Agreements (as defined herein).
The principal executive offices of AIP are located at 6210
North Beltline Road, Suite 170, Irving, Texas 75063-2656.
ITEM 2. IDENTITY AND BACKGROUND
This schedule is filed jointly by: (i) DDRC by virtue of its
direct ownership of 9,301,817 Common Shares and options to purchase 100,000
Common Shares, and (ii) Scott A. Wolstein by virtue of his direct ownership of 6
Common Shares and his status as the Chairman of the Board, President and Chief
Executive Officer of DDRC (DDRC and Mr. Wolstein collectively, the "Reporting
Parties").
The principal business and office address of each of the
Reporting Persons is 34555 Chagrin Boulevard, Moreland Hills, Ohio 44022.
DDR is a fully integrated real estate investment trust that
develops, acquires, owns and manages shopping centers. Mr. Wolstein's principal
occupation is serving as the Chairman of the Board, President and Chief
Executive Officer of DDRC. Under the Purchase Agreement, Mr. Wolstein has been
appointed Chairman of the Board of AIP. Mr. Wolstein is a citizen of the United
States.
Set forth in Appendix A hereto are the name, business address,
present principal occupation or employment, and the name, principal business and
address of any corporation or other organization in which such employment is
conducted, of each director and executive officer of DDRC. Each such person is a
citizen of the United States.
During the last five years, none of DDRC, Mr. Wolstein or any
of the persons named in Appendix A: (i) has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), or (ii) was 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 violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Under the Share Purchase Agreement dated as of July 30, 1998,
between AIP and DDRC, as amended by Amendment No. 1 dated as of September 14,
1998 (as amended, the "Purchase Agreement"), DDRC received 949,147 Common Shares
in exchange for $14,711,778.50. DDRC borrowed this amount under its existing
credit facility with The First Chicago National Bank, as administrative agent,
and certain other banks (the "Credit Facility").
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CUSIP NO. 026791 20 2 13D Page 5 of 13
Under the Merger Agreement (the "Merger Agreement" and,
together with the Purchase Agreement, the "Agreements") dated as of July 30,
1998 among AIP, DDRC and DDR Office Flex Corporation, a Delaware corporation
("Merger Sub"), DDRC received 1,258,471 Common Shares and Mr. Wolstein received
6 Common Shares in exchange for their respective interests in Merger Sub. Merger
Sub owned five light industrial or office properties and was merged into AIP,
with AIP as the survivor of the merger. The closing of the purchase of 949,147
Common Shares and 1,258,477 Common Shares under the Purchase Agreement and the
Merger Agreement, respectively, are collectively referred to herein as the
"Initial Closing," and the date of the Initial Closing is referred to as the
"Initial Closing Date."
On November 20, 1998, at the second closing (the "Second
Closing" ) under the Purchase Agreement, DDRC received 2,815,192 Common Shares
in exchange for the cancellation of $43,635,476 in aggregate principal amount of
outstanding debt owed to DDRC by AIP.
On December 8 and 9, 1998, DDRC received an aggregate of
606,451 Common Shares in exchange for $9,400,000 provided by DDRC to fund
certain property acquisitions by AIP in accordance with the terms of the
Purchase Agreement. DDRC borrowed this amount under the Credit Facility.
On December 30, 1998, DDRC received 261,935 Common Shares in
exchange for $4,059,993 provided by DDRC to fund certain property acquisitions
by AIP in accordance with the terms of the Purchase Agreement. DDRC borrowed
this amount under the Credit Facility.
All Common Shares received by DDRC under the Agreements prior
to January 15, 1999 were purchased from AIP at a price of $15.50 per Common
Share.
On January 15, 1999, DDRC received 3,410,615 Common Shares in
exchange for $48,800,000 provided by DDRC to fund certain property acquisitions
by AIP in accordance with the terms of the Purchase Agreement and the
cancellation of $3,000,000 in aggregate principal amount of outstanding debt
owed to DDRC by AIP. DDRC borrowed these amounts under the Credit Facility.
1,543,005 Common Shares were purchased at a price of $15.50 per Common Share and
1,867,610 Common Shares were purchased at a price of $14.93 per Common Share.
DDRC anticipates funding the additional purchases of Common
Shares and Preferred Shares (as defined herein) described in Item 4(a) through a
combination of all or some of the following: working capital, borrowings under
the Credit Facility, and the issuance of medium-term notes or equity securities
under its shelf registration statement.
ITEM 4. PURPOSE OF TRANSACTION
Except as described below, neither of the Reporting Persons
has any current plans or proposals which relate to or would result in any of the
events described in Items (a) through (j) of Item 4 of Schedule 13D:
(a) DDRC purchased all of the Remaining Shares described in
previous filings on January 15, 1999.
From time to time during the period commencing on the Second
Closing Date and ending on the second anniversary of that date, AIP has the
option to sell to DDRC the additional shares described in the first sentence of
the following paragraph (the "Additional Purchased Shares") for an aggregate
purchase price that may not exceed $200,000,000 (the "Additional Purchase
Option") solely for the
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CUSIP NO. 026791 20 2 13D Page 6 of 13
purpose of funding property acquisitions approved by a majority of the Managers
(the "Managers") that are not affiliates of the seller of the property or of the
assignor that assigned its right to acquire such property to AIP. The Additional
Purchase Option may only be exercised by action of a majority of the Managers,
excluding the Managers appointed by DDRC.
The Additional Purchased Shares may consist of any combination
of the following, as AIP elects: (i) Common Shares, at a price of $15.50 per
share, or (ii) Series A Convertible Preferred Shares, $.01 par value per share
(the "Preferred Shares"), that are convertible into Common Shares after the
expiration of the Standstill Period (as defined herein), at a price of $14.00
per share, but if DDRC would own, as a result of any such sale and purchase, in
excess of 49.9% of the outstanding Common Shares (the "Forty-Nine Percent
Threshold"), then AIP may sell only Preferred Shares to DDRC. The price per
share of the Additional Purchased Shares is subject to adjustment if the ten
trading day average price per Common Share on the NYSE falls below $12.12 per
share and in the event of any share split, subdivision, combination, merger,
reclassification or share dividend.
After the aggregate purchase price for the Additional
Purchased Shares reaches $100,000,000, the Additional Purchase Option is not
exercisable on any date on which: (i) the closing price per common share,
without par value, of DDRC (each, a "DDRC Common Share"), was equal to or less
than $18.00, or (ii) the aggregate value of all Common Shares and Preferred
Shares purchased by DDRC in accordance with the Purchase Agreement, determined
based upon the amount paid by DDRC for such shares, exceeds ten percent (10%) of
DDRC's Market Capitalization as of the last trading day prior to such date.
"DDRC's Market Capitalization" means for any date (with the value of DDRC's
publicly-traded securities determined by reference to the reported trading
prices for the last trading day prior to such date when available and, when not
available, based upon a certificate of the chief financial officer of DDRC who
will, in good faith, value such securities): (i) the aggregate value of all of
DDRC's equity securities then issued and outstanding, including DDRC Common
Shares, and DDRC's preferred and convertible securities, determined on a
fully-diluted basis, plus (ii) the then outstanding aggregate principal amount
of the indebtedness of DDRC and any subsidiary of DDRC. The term of the
Additional Purchase Option is extended by one day for each day that the
Additional Purchase Option cannot be exercised because of this limitation. In
addition, the purchase price of all Common Shares and Preferred Shares issued to
DDRC under that certain unit repurchase agreement to be entered into among DDRC,
AIP and the investors named therein, related to the properties known as Tech 29,
reduces the amount of the Additional Purchase Option on a dollar for dollar
basis.
At the Initial Closing, Mr. Wolstein was awarded options to
purchase 100,000 Common Shares at a purchase price of $12.875 per Common Share
(the closing price on the NYSE of one Common Share on the day prior to the
Initial Closing Date). Mr. Wolstein assigned his options to DDRC as of the
Initial Closing Date. All of those options vested on the Second Closing Date.
(b) Under the Merger Agreement, Merger Sub was merged with and
into AIP, with AIP as the survivor of such merger.
(c) To the best of the Reporting Persons' knowledge, no such
transaction is contemplated.
(d) Under the Purchase Agreement, the Board was expanded to 11
members. DDRC has the right to nominate four Managers, including the Chairman of
the Board. At the Initial Closing, DDRC nominated Mr. Wolstein, James A. Schoff,
Albert T. Adams and Robert H. Gidel for election as Managers. The Board elected
each of Messrs. Wolstein, Schoff, Adams and Gidel to the Board, with Mr.
Wolstein serving as its Chairman. Since DDRC purchased all of the Remaining
Shares prior to the expiration of the 180 Day Period, DDRC may continue to
nominate three Managers (of a Board that will
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CUSIP NO. 026791 20 2 13D Page 7 of 13
comprise 10 Managers commencing in May 1999) for so long as it retains its
Common Share holdings, with reductions in the number of nominees on a graded
scale to zero when it holds less than 25% of the shares acquired under the
Agreements. One Manager (not nominated by DDRC) has indicated that he will
retire at AIP's next annual meeting of shareholders.
(e) Except as described herein, the Reporting Persons are not
aware of any changes to AIP's present capitalization or dividend policy.
(f) Except as described herein, the Reporting Persons are not
aware of any material changes in AIP's business or corporate structure resulting
from this transaction.
(g) DDRC and the Significant Shareholders (as defined herein)
are parties to voting agreements described in Item 6(b). These agreements may
impede a change of control of AIP.
(h) The Reporting Persons are not aware of any such plan or
proposal.
(i) The Reporting Persons are not aware of any such plan or
proposal.
(j) The Reporting Persons are not aware of any such actions
other than those described herein.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) DDRC beneficially owns 9,301,817 Common Shares and options
to purchase 100,000 Common Shares that vested on the Second Closing,
representing approximately 45.8% of the outstanding Common Shares. Mr. Wolstein,
as an individual, beneficially owns six Common Shares, representing less than 1%
of the outstanding Common Shares. As the Chairman of the Board, President and
Chief Executive Officer of DDRC, Mr. Wolstein may be deemed to beneficially own
9,401,823 Common Shares, consisting of all of the Common Shares and options to
purchase Common Shares owned by DDRC and Mr. Wolstein, collectively,
representing approximately 45.8% of the outstanding Common Shares.
The Common Shares and Preferred Shares, as applicable, to be
acquired by DDRC under the Additional Purchase Option have not been included in
determining the beneficial ownership of DDRC or Mr. Wolstein, because the
acquisition of these shares remains subject to a number of contingencies, as
described herein.
(b) DDRC has the sole power to vote and dispose of the
9,301,817 Common Shares Common Shares listed as owned by it in Item 5(a) and has
the sole power to exercise the options to purchase the 100,000 Common Shares
described in Item 5(a) and to vote and dispose of those Common Shares. Mr.
Wolstein has the sole power to vote and dispose of the six Common Shares listed
as owned by him in Item 5(a). As the Chairman of the Board, President and Chief
Executive Officer of DDRC, Mr. Wolstein may be deemed to have the power to vote
and dispose of the Common Shares owned by DDRC.
(c) Except as described herein, none of the Reporting Persons
or any of the persons identified in Appendix A has effected any transaction in
the Common Shares in the past 60 days.
(d) No other person is known to have the right to receive, or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the Common Shares described in Item 5(a).
(e) Not applicable.
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CUSIP NO. 026791 20 2 13D Page 8 of 13
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
(A) PURCHASE AGREEMENT.
(i) Standstill Provisions. From the Initial
Closing Date until the third anniversary of the Second Closing Date (the
"Standstill Period"), DDRC is subject to a standstill provision that limits
DDRC's ability to: acquire Common Shares, other than under the Purchase
Agreement; act with others as a "group," as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended; solicit proxies or submit
shareholder proposals in opposition to a majority of the Board; assist or
encourage others in purchasing in excess of five percent of the Common Shares;
and seek to control the management or policies of AIP.
(ii) Anti-Dilution. If DDRC's beneficial ownership of
Common Shares falls below forty percent (40%) of the outstanding Common Shares
on a fully diluted basis (the "Forty Percent Threshold"), DDRC has the right to
purchase, at a price of $15.50 per Common Share, a number of Common Shares such
that, immediately after such purchase and giving effect thereto, DDRC's
beneficial ownership of Common Shares will be less than or equal to the Forty
Percent Threshold. The purchase price of all Common Shares issued pursuant to
this option will reduce the Additional Purchase Option on a dollar for dollar
basis.
If DDRC's beneficial ownership of Common Shares falls below
the Forty Percent Threshold after the Additional Purchase Option has been
exhausted or otherwise terminated, then, notwithstanding the standstill
provisions described in Item 6(a)(i), DDRC has the right (to the extent
permitted by law) to purchase, in the open market or in one or more privately
negotiated transactions, a number of Common Shares such that, immediately after
such purchase and giving effect thereto, DDRC's beneficial ownership of Common
Shares will be less than or equal to the Forty Percent Threshold.
(iii) Additional Purchase Option. The Additional
Purchase Option is described in Item 4(a).
(iv) Right to Nominate Managers. DDRC's right
to nominate Managers is described in Item 4(d).
(v) Open Market Purchases. Notwithstanding any
other provision of the Purchase Agreement, DDRC may, from time to time, purchase
Common Shares with an aggregate value (determined based on the price paid by
DDRC in each such transaction) that does not exceed $10,000,000 in one or more
open market transactions, which purchases will reduce the aggregate amount of
the Additional Purchase Option on a dollar for dollar basis after the aggregate
purchase price for the Additional Purchased Shares reaches $100,000,000, but
DDRC may not make any such purchase if, as a result of such purchase, DDRC would
own in excess of the Forty-Nine Percent Threshold.
(b) VOTING AGREEMENTS. DDRC is a party to separate voting
agreements with each of the following shareholders of AIP (the "Significant
Shareholders"): (i) LaSalle Advisors Capital Management, Inc. and ABKB/LaSalle
Securities Limited Partnership (the "LaSalle Entities"); (ii) Morgan Stanley
Asset Management Inc., on behalf of certain of its clients with respect to
shares of AIP over which it exercises investment discretion, and MS Real Estate
Special Situations, Inc. (the "Morgan Entities"); and (iii) USAA Real Estate
Company ("USAA"). The voting agreement with the LaSalle Entities is subject to
the LaSalle Entities' ability to vote or recommend otherwise for fiduciary duty
reasons. The voting agreements provide that each Significant Shareholder agrees
to either vote the Common Shares that it beneficially owns or recommend that
such shares vote, as applicable, in favor of
<PAGE> 9
CUSIP NO. 026791 20 2 13D Page 9 of 13
the Managers nominated by DDRC for so long as DDRC's rights to nominate Managers
continues under the Purchase Agreement. In the Purchase Agreement, DDRC has
agreed to vote its Common Shares in favor of the nominees of each Significant
Shareholder for so long such Significant Shareholder has a right to nominate a
Manager. The previously disclosed voting agreement with Praedium II Industrial
Associates LLC terminated at the Second Closing.
(c) REGISTRATION RIGHTS AGREEMENT. AIP and DDRC are parties to
a registration rights agreement (the "Registration Rights Agreement") relating
to the Common Shares. The Registration Rights Agreement provides that DDRC may
make up to three demands to have Common Shares registered pursuant to the
Securities Act of 1933, as amended (the "Securities Act"). These demand
registration rights are subject to certain limitations on other stockholders
exercising their demand rights.
DDRC has the right to require that AIP file and have declared
effective a shelf registration statement to remain effective for three years
from the date such registration statement is declared effective. DDRC also has
certain "piggy-back" registration rights. DDRC must be notified prior to the
filing of any registration statement under the Securities Act by AIP. DDRC may
include Common Shares in any such registration statement. AIP must use its best
efforts to include any such Common Shares in that registration statement.
DDRC's rights under the Registration Rights Agreement rank
pari passu with those of the Significant Shareholders under similar agreements
with AIP.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
A. Agreement among the Reporting Persons to file a joint
statement on Schedule 13D*
B. Share Purchase Agreement(1)
C. Amendment No. 1 to the Share Purchase Agreement**
D. Merger Agreement(1)
E. Voting Agreement between DDRC and the LaSalle
Entities**
F. Voting Agreement between DDRC and Praedium(1)
G. Voting Agreement between DDRC and the Morgan
Entities(1)
H. Voting Agreement between DDRC and USAA(1)
I. Registration Rights Agreement(1)
J. Credit Facility(2)
* Filed herewith.
** Previously filed.
(1) Incorporated by reference herein from AIP's Current Report on Form 8-K
filed with the Commission on August 5, 1998, Commission file number
1-9016.
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CUSIP NO. 026791 20 2 13D Page 10 of 13
(2) Incorporated by reference herein from DDRC's Annual Report on Form 10-K
filed with the Commission on March 31, 1998, Commission file number
1-11690.
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CUSIP NO. 026791 20 2 13D Page 11 of 13
SIGNATURE
After reasonable inquiry and to the best of its knowledge and
belief, each of the undersigned hereby certifies that the information set forth
in this statement is true, complete and correct.
DEVELOPERS DIVERSIFIED REALTY
CORPORATION, an Ohio corporation
By: /s/ Scott A. Wolstein
Name: Scott A. Wolstein
Title: President and Chief Executive Officer
/s/ Scott A. Wolstein
--------------------------------------------
Scott A. Wolstein
Dated as of January 18, 1998
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CUSIP NO. 026791 20 2 13D Page 12 of 13
APPENDIX A
DIRECTORS AND EXECUTIVE OFFICERS OF DEVELOPERS
DIVERSIFIED REALTY CORPORATION
The following table sets forth the name, business address, present
principal occupation or employment, the name, principal business and address of
the principal office of any corporation or other organization in which such
employment is conducted of each director and executive officer of Developers
Diversified Realty Corporation, an Ohio corporation ("DDRC").
Principal Occupation or Employment and Name,
Principal Business and Address of Organization
Name and Business Address in which Employment is Conducted(1)
- ------------------------- --------------------------------------------
A. Directors of DDRC
Scott A. Wolstein(2) Chairman of the Board, President and Chief
Executive Officer of DDRC (real estate
investment trust); Chairman of the Board of
American Industrial Properties REIT (real
estate investment trust)
James A. Schoff(2) Vice Chairman of the Board and Chief
Investment Officer of DDRC (real estate
investment trust)
William N. Hulett III Director of DDRC (real estate investment
6127 Chagrin River Road trust)
Bentleyville, OH 44022
Ethan Penner Director of DDRC (real estate investment
101 California Street trust)
Suite 4225
San Francisco, CA 94111
Albert T. Adams Partner, Baker & Hostetler LLP (law firm)
3200 National City Center
1900 East 9th Street
Cleveland, OH 44114-3485
Dean S. Adler Principal, Lubert-Adler Partners, L.P.
Belgravia, 8th Floor (real estate investments)
1811 Chesnut Street
Philadelphia, PA 19103
Barry A. Sholem Co-Chairman, Donaldson, Lufkin & Jenrett,
2121 Avenue of the Stars Inc. Real Estate Capital Partners (real
Los Angeles, CA 90667 estate investments)
- --------------------------
1 The business address of the organization in which each person's
employment is conducted is the same as such person's business address.
2 The business address of each such person is 34555 Chagrin Boulevard,
Moreland Hills, Ohio 44022.
<PAGE> 13
CUSIP NO. 026791 20 2 13D Page 13 of 13
Principal Occupation or Employment and Name,
Principal Business and Address of Organization
Name and Business Address in which Employment is Conducted(1)
- ------------------------- ------------------------------------------
Scott A. Wolstein(2) See A. above
James A. Schoff(2) See A. above
Richard Kaplan(2) Executive Vice President and Chief
Operating Officer
John R. McGill(2) Vice President and Director of Development
Joan U. Allgood(2) Vice President and General Counsel
Loren F. Henry(2) Vice President and Director of Management
William H. Schafer(2) Vice President and Chief Financial Officer
Alan Bobman(2) Regional Vice President of Leasing
Steven M. Dorsky(2) Regional Vice President of Leasing
Robin R. Walker(2) Regional Vice President of Leasing
- -----------------------------------
1 The business address of the organization in which each person's
employment is conducted is the same as such person's business address.
2 The business address of each such person is 34555 Chagrin Boulevard,
Moreland Hills, Ohio 44022.
<PAGE> 14
EXHIBIT A
This Exhibit A to Amendment No. 5 to Schedule 13D is filed pursuant to
the requirements of Rule 13d(1)(f)(1)(iii). The undersigned, Developers
Diversified Realty Corporation and Scott A. Wolstein, hereby agree that the
Amendment No. 5 to Schedule 13D to which this Exhibit A is attached is filed on
behalf of each of the undersigned.
DEVELOPERS DIVERSIFIED REALTY CORPORATION,
an Ohio corporation
By: /s/ Scott A. Wolstein
Name: Scott A. Wolstein
Title: President and Chief Executive
Officer
/s/ Scott A. Wolstein
-------------------------------------------
Scott A. Wolstein
Dated as of January 18, 1998
