<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)
AMERICAN INDUSTRIAL PROPERTIES REIT
-----------------------------------
(Name of Issuer)
COMMON SHARES OF BENEFICIAL INTEREST, $.10 PAR VALUE PER SHARE
--------------------------------------------------------------
(Title of Class of Securities)
026791 20 2
-----------
(CUSIP Number)
Scott A. Wolstein, Chief Executive Officer
Developers Diversified Realty Corporation
3300 Enterprise Parkway
Beachwood, Ohio 44122
(216) 755-5500
--------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
NOVEMBER 1, 2000
----------------
(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 15
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
9,756,650
NUMBER OF 8 SHARED VOTING POWER
SHARES -0-
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 9,756,650
EACH 10 SHARED DISPOSITIVE POWER
REPORTING -0-
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,756,650
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
-0-
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.5%
14 TYPE OF REPORTING PERSON
CO
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CUSIP NO. 026791 20 2 13D Page 3 of 15
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
2,006*
NUMBER OF 8 SHARED VOTING POWER
SHARES -0-*
BENEFICIALLY 9 SOLE DISPOSITIVE POWER
OWNED BY 2,006*
EACH 10 SHARED DISPOSITIVE POWER
REPORTING -0-*
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,006*
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 15
This Amendment No. 7 to Schedule 13D is filed to reflect certain
changes in circumstances in connection with DDRC's ownership of Common Shares
(as defined below) as a result of the 2000 Merger Agreement dated November 1,
2000 (as defined below).
ITEM 1. SECURITY AND ISSUER
This Amendment No. 7 to Schedule 13D relates to the common shares of
beneficial interest, $.10 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 and Chief Executive
Officer of DDRC, pursuant to the Agreements (as defined below) and the 2000
Merger Agreement.
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 9,656,650 Common Shares and options to purchase 100,000 Common
Shares, and (ii) Scott A. Wolstein by virtue of his direct ownership of six
Common Shares and his beneficial ownership of 2,000 Common Shares, as a result
of options that are exercisable within 60 days, and his status as the Chairman
of the Board and Chief Executive Officer of DDRC (DDRC and Mr. Wolstein
collectively, the "Reporting Persons").
The principal business and office address of each of the Reporting
Persons is 3300 Enterprise Parkway, Beachwood, Ohio 44122.
DDRC is a fully integrated real estate investment trust that develops,
acquires, owns and manages shopping centers and other commercial real estate.
DDRC is an Ohio corporation. Mr. Wolstein's principal occupation is serving as
the Chairman of the Board and Chief Executive Officer of DDRC. Under the
Purchase Agreement (as defined below), 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 then 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 15
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 (with a value of $19,506,276) 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.
On August 23, 1999, DDRC received 354,839 Common Shares in exchange for
$5,500,000 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. DDRC purchased these shares at a price of $15.50 per
Common Share.
On November 1, 2000, DDRC, DDR Transitory Sub Inc. ( "DDR Sub"), a
wholly-owned subsidiary of DDRC, and AIP entered into an Agreement and Plan of
Merger (the "2000 Merger Agreement"), the result of which will be, at the
Effective Time (as defined in the 2000 Merger Agreement), the non-DDRC holders
of Common Shares will receive the Common Consideration (as defined in the 2000
Merger Agreement) and AIP will become a wholly-owned subsidiary of DDRC (the
"Merger ").
The Merger will be funded from the proceeds obtained by AIP under the
Manhattan Towers Agreement and the Lend Lease Agreement (as both terms are
defined in the 2000 Merger Agreement) as well as Net Other Assets (as defined in
the 2000 Merger Agreement). If the foregoing sources of funding are inadequate
to finance the Merger , DDRC anticipates any additional funding required to pay
the Common Consideration to the non-DDRC holders of Common Shares will be
obtained through borrowings under AIP's existing lines of credit.
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CUSIP NO. 026791 20 2 13D Page 6 of 15
If the Merger is not consummated by May 31, 2001, as a result of a
breach by DDRC or DDR Sub of any of their obligations under the 2000 Merger
Agreement, the rights and obligations under Section 6.6 of the Purchase
Agreement will be extended from November 20, 2000, by the number of days between
June 19, 2000 and the later of (i) the date on which that breach occurs or (ii)
the first date on which any Manager (as defined below) that is not a designee of
DDRC becomes aware of the breach.
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) From time to time during the period commencing on the date of the
Second Closing 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 purpose of funding property acquisitions approved by a
majority of the members of the Board of Trust Managers (those members, the
"Managers" and that board, the "Board") 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, $.10 par value per share (the
"Preferred Shares"), that are convertible into Common Shares after the
expiration of the Standstill Period (as defined below), 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 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.
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CUSIP NO. 026791 20 2 13D Page 7 of 15
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.
On consummation of the Merger, AIP will become a wholly-owned
subsidiary of DDRC. At the Effective Time, the Common Shares held by entities or
persons other than DDRC, DDR Sub and their direct or indirect subsidiaries will
convert automatically into the right to receive Common Consideration.
(b) Under the 2000 Merger Agreement, DDR Sub will be merged with and
into AIP, with AIP as the survivor of the Merger. AIP will become a wholly-owned
subsidiary of DDRC.
(c) AIP has also entered into the Manhattan Towers Agreement and the
Lend Lease Agreement. Under the Manhattan Towers Agreement, AIP has agreed to
sell an office building to a third party for a gross purchase price, including
assumed debt, of approximately $54.5 million. Under the Lend Lease Agreement,
AIP has agreed to sell 31 properties to client accounts managed by Lend Lease
Real Estate Investments, Inc. for a gross purchase price, including assumed
debt, of approximately $292.2 million.
(d) Under the Purchase Agreement, the Board was expanded to 11
Managers. 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 four Managers 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.
At the Effective Time, the Board will consist of four Managers: Scott
A. Wolstein, James A. Schoff, Robert H. Gidel and Albert T. Adams. All other
Managers are required to submit their resignations on or prior to the Closing
Date (as defined in the 2000 Merger Agreement).
(e) Under the 2000 Merger Agreement, in order for AIP to pay a dividend
or make any distribution to its shareholders, it must obtain DDRC's approval;
but AIP may make a distribution without DDRC's approval if such distribution is
necessary for AIP to maintain REIT status, to prevent AIP from having to pay
federal income tax, or in certain limited circumstances if the Closing Date does
not occur until after the Anticipated Closing Date (as defined in the 2000
Merger Agreement).
(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 below) and DDRC
and the 2000 Significant Shareholders (as defined below) are parties to the
voting agreements described in Item 6(b). These agreements may impede a change
of control of AIP other than by the Merger.
(h) The Reporting Persons anticipate that AIP will be delisted from the
New York Stock Exchange following consummation of the Merger.
(i) The Reporting Persons anticipate that AIP will file Form 15 to
deregister AIP under the Securities Exchange Act of 1934, as amended, following
consummation of the Merger.
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CUSIP NO. 026791 20 2 13D Page 8 of 15
(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 9,756,650 Common Shares (which includes
100,000 Common Shares subject to options that vested on the Second Closing),
representing approximately 46.5% of the outstanding Common Shares. Mr. Wolstein,
as an individual, beneficially owns 2,006 Common Shares (which includes 2,000
Common Shares subject to options that are exercisable within 60 days),
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 9,756,650 Common Shares, consisting of all of the
Common Shares and options to purchase Common Shares owned by DDRC, representing
approximately 46.5% 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 9,656,650 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) and has the
sole power to exercise the options to purchase the 2,000 Common Shares described
in Item 5(a) and to vote and dispose of those Common Shares. As the Chairman of
the Board 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) Neither Reporting Person knows of any other person who has 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.
ITEM 6. CONTRACTS, ARRANGEMENTS, 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, 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.
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CUSIP NO. 026791 20 2 13D Page 9 of 15
(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.
(i) Voting Agreements in connection with Purchase Agreement.
DDRC is a party to separate voting agreements, dated July
30, 1998 (the "1998 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 1998 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 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
<PAGE> 10
CUSIP NO. 026791 20 2 13D Page 10 of 15
previously disclosed voting agreement with Praedium II
Industrial Associates LLC terminated at the Second Closing.
(ii) Voting Agreements in connection with 2000 Merger Agreement.
DDRC is also a party to separate voting agreements, dated
November 1, 2000 (the "2000 Voting Agreements"), with each
of the following shareholders of AIP (the "2000 Significant
Shareholders"): (i) LaSalle Investment Management, Inc. and
LaSalle Investment Management (Securities), L.P. (the "2000
LaSalle Entities"); (ii) Morgan Stanley Dean Witter
Investment Management Inc., on behalf of its clients with
respect to shares of AIP over which it (or its designee)
exercises investment discretion, and MS Real Estate Special
Situations Inc. (the "2000 Morgan Entities"); and (iii)
USAA. The voting agreement with the 2000 LaSalle Entities is
subject to the 2000 LaSalle Entities' ability to vote or
recommend otherwise for fiduciary duty reasons. The 2000
Voting Agreements provide that each 2000 Significant
Shareholder agrees to either vote the Common Shares that it
beneficially owns or recommend that such shares vote, as
applicable, in favor of the Managers nominated by DDRC for
so long as DDRC's rights to nominate Managers continues
under the Purchase Agreement. The 2000 Voting Agreements
also provide that each 2000 Significant Shareholder agrees
to either vote the Common Shares that it beneficially owns
or recommend that such shares vote, as applicable, in favor
of the approval of the Merger and the 2000 Merger Agreement,
and the transactions contemplated thereby.
(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.
(d) On consummation of the Merger, Reporting Persons anticipate the
Purchase Agreement, the 1998 Voting Agreements, the 2000 Voting Agreements and
the Registration Rights Agreement will terminate.
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)
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CUSIP NO. 026791 20 2 13D Page 11 of 15
C. Amendment No. 1 to the Share Purchase Agreement**
D. Merger Agreement(1)
E. Voting Agreement dated July 30, 1998, between DDRC and the
LaSalle Entities**
F. Voting Agreement dated July 30, 1998, between DDRC and the
Morgan Entities (1)
G. Voting Agreement dated July 30, 1998, between DDRC and USAA
(1)
H. Voting Agreement dated November 1, 2000, among AIP, DDRC and
the 2000 LaSalle Entities (3)
I. Voting Agreement dated November 1, 2000, among AIP, DDRC, and
the 2000 Morgan Stanley Entities. (3)
J. Voting Agreement dated November 1, 2000, among AIP, DDRC and
USAA (3)
K. Registration Rights Agreement (1)
L. Credit Facility (2)
M. 2000 Merger Agreement (3)
N. Lend Lease Agreement (3)
* Filed as Exhibit A to this Amendment No. 7 to Schedule 13D.
** 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.
(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.
(3) Incorporated by reference herein from AIP's Current Report on Form 8-K
filed with the Commission on November 8, 2000, Commission file number
1-9016.
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CUSIP NO. 026791 20 2 13D Page 12 of 15
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: Chairman of the Board and Chief
Executive Officer
/s/ Scott A. Wolstein
Scott A. Wolstein
Dated as of November 13, 2000
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CUSIP NO. 026791 20 2 13D Page 13 of 15
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, and 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").
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, PRINCIPAL
BUSINESS AND ADDRESS OF ORGANIZATION IN WHICH
NAME AND BUSINESS ADDRESS EMPLOYMENT IS CONDUCTED(1)
------------------------- ------------------------------------------------------
<S> <C>
A. Directors of DDRC
Scott A. Wolstein(2) Chairman of the Board 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 Vice Chairman of the Board of Bridge Street
6127 Chagrin River Road Accommodations, Inc. (lodging industry)
Bentleyville, OH 44022
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. (real estate
Belgravia, 8th Floor investments)
1811 Chesnut Street
Philadelphia, PA 19103
Barry A. Sholem Co-Chairman, Donaldson, Lufkin & Jenrette, Inc.
2121 Avenue of the Stars Real Estate Capital Partners (real estate investments)
Los Angeles, CA 90667
Robert Gidel Managing Partner, Liberty Partners, L.P.
2626 Cole Street, #700 (investment financing)
Dallas, TX 75204
David M. Jacobstein(2) President and Chief Operating Officer
</TABLE>
-------------------------
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 3300 Enterprise Parkway,
Beachwood, Ohio 44122.
<PAGE> 14
CUSIP NO. 026791 20 2 13D Page 14 of 15
<TABLE>
<S> <C>
Terrance R. Ahern Principal, The Townsend Group (institutional real
1500 W. 3d Street, Suite 410 estate consulting firm)
Cleveland, OH 44113
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL OCCUPATION OR EMPLOYMENT AND NAME, PRINCIPAL
BUSINESS AND ADDRESS OF ORGANIZATION IN WHICH
NAME AND BUSINESS ADDRESS EMPLOYMENT IS CONDUCTED(1)
------------------------- ------------------------------------------------------
<S> <C>
B. Executive Officers of DDRC
Scott A. Wolstein(2) See A. above
James A. Schoff(2) See A. above
David M. Jacobstein(2) President and Chief Operating Officer
Daniel B. Hurwitz(2) Executive Vice President and Director of Leasing
Eric M. Mallory(2) Senior Vice President and Director of Development
Joan U. Allgood(2) Vice President and General Counsel
William H. Schafer(2) Senior Vice President and Chief Financial Officer
</TABLE>
-------------------------
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 3300 Enterprise Parkway,
Beachwood, Ohio 44122.
<PAGE> 15
PAGE 15 OF 15
EXHIBIT A
This Exhibit A to Amendment No. 7 to Schedule 13D is filed pursuant to
the requirements of Rule 13d-1(k)(1)(iii). The undersigned, Developers
Diversified Realty Corporation and Scott A. Wolstein, hereby agree that the
Amendment No. 7 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: Chairman of the Board and Chief
Executive Officer
/s/ Scott A. Wolstein
Scott A. Wolstein
Dated as of November 13, 2000
