-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, Yni8d/Idewkhh8x3zX5flnzQPtn64ln/IMxitLcTHms4SYe6nRB62xrRPYPHfDqF o+BcruKGXbBqZrsP2T/foA== 0000890587-94-000031.txt : 19940415 0000890587-94-000031.hdr.sgml : 19940415 ACCESSION NUMBER: 0000890587-94-000031 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940414 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INDUSTRIAL PROPERTIES REIT INC CENTRAL INDEX KEY: 0000778437 STANDARD INDUSTRIAL CLASSIFICATION: 6798 IRS NUMBER: 756335572 STATE OF INCORPORATION: MD FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43183 FILM NUMBER: 94522778 BUSINESS ADDRESS: STREET 1: 6220 N BELTLINE STE 205 STREET 2: 2001 ROSS AVE CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 2145506053 MAIL ADDRESS: STREET 1: 6220 N BELTLINE ROAD STREET 2: SUITE 205 CITY: IRVING STATE: TX ZIP: 75063 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN INDUSTRIAL PROPERTIES REIT DATE OF NAME CHANGE: 19931203 FORMER COMPANY: FORMER CONFORMED NAME: TRAMMELL CROW REAL ESTATE INVESTORS DATE OF NAME CHANGE: 19931203 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN HOLDINGS INC /DE/ CENTRAL INDEX KEY: 0000356446 STANDARD INDUSTRIAL CLASSIFICATION: 9995 IRS NUMBER: 953419191 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: P O BOX 74 STREET 2: 376 MAIN STREET CITY: BEDMINSTER STATE: NJ ZIP: 07921 BUSINESS PHONE: 9082349220 MAIL ADDRESS: STREET 1: P O BOX 74 STREET 2: 376 MAIN STREET CITY: BEDMINSTER STATE: NJ ZIP: 07921 FORMER COMPANY: FORMER CONFORMED NAME: COMPUTER MEMORIES INC /DE/ DATE OF NAME CHANGE: 19940411 SC 13D 1 PROXY FILING SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 3)* American Industrial Properties REIT (Name of Issuer) Shares of Beneficial Ownership (Title of Class of Securities) 026791103000 (CUSIP Number) Rosenman & Colin Natalie I. Koether, Esq. 56 Pennbrook Road, Far Hills, New Jersey 07931 (908) 766-4101 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 12, 1994 (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. Check the following box if a fee is being paid with the statement. (A fee is not required only if the reporting person: (1) has a previous statement on file reporting beneficial ownership of more than five percent of the class of securities described in Item 1; and (2) has filed no amendment subsequent thereto reporting beneficial ownership of five percent or less of such class.) (See Rule 13d-7.) Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filed out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following page(s)) Page 1 of 15 Pages CUSIP No. 0267911030000 Page 2 of 15 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American Holdings, Inc. 95-3419191 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7. SOLE VOTING POWER 659,800 8. SHARED VOTING POWER 9. SOLE DISPOSITIVE POWER 659,800 10. SHARED DISPOSITIVE POWER 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 659,800 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.27% 14. TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! Item 1. Security and Issuer. This Schedule 13D ("Schedule") relates to the Shares of Beneficial Interest ("Shares") of American Industrial Properties REIT (the "Company" or "American Industrial") owned by American Holdings, Inc. ("AmHold"). The Company, a corporation organizedunder the laws of the state of Texas, has its principal executive offices located at 6220 North Beltline Road, Suite 205, Irving, Texas 75063-2656. Item 2. Identity and Background. (a), (b) and (c) AmHold is engaged in the management and disposition of real estate related assets through its wholly owned subsidiary NorthCorp Realty Advisors, Inc. ("NorthCorp"), a Delaware corporation. NorthCorp's principal customers have been the Resolution Trust Corporation and the Federal Deposit Insurance Corporation. AmHold's principal executive office is located at 376 Main Street, Bedminster, New Jersey 07921, and NorthCorp's principal executive office is located at 8080 Park Lane, Suite 700, Dallas, Texas 75231. Sun Equities Corporation ("Sun"), a closely-held Delaware corporation, owns approximately 27% of AmHold'soutstanding Common Stock and may be deemed a controlling person of AmHold, as such term is defined in the regulations promulgated under the Securities Exchange Act of 1934. (See Exhibits A and B for information, including addresses and principal businesses or occupations, of the executive officers and directors of AmHold and Sun, respectively.) (d) During the past five years, none of AmHold, Sun, or any of the persons listed on Exhibits A and B has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the past five years, none of AmHold, Sun, or any of the persons listed on Exhibits A and B has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of which was subject to ajudgment, decree or final order enjoining future violations of,or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) AmHold and Sun are Delaware corporations. Item 3. Source and Amount of Funds or Other Consideration. As of the filing date, AmHold owned 659,800 Shares acquired at an aggregate purchase price of $1,429,317.33, including brokerage commissions. The purchase was funded with AmHold'sworking capital. Item 4. Purpose of Transaction. AmHold has acquired the Shares for capital appreciation. AmHold currently intends to acquire additional Shares from timeto time in open market or private transactions but, depending onfuture developments relating to general economic conditions oralternative investment opportunities, may also determine fromtime to time, or at any time, to sell or otherwise dispose ofsome or all of its Shares. On March 1, 1994, the Company announced that it would effect a one-for-five reverse stock split by merging with a newly organized Maryland corporation ("Merger"). The Merger will significantly change the rights of shareholders and at the same time increase the number of authorized common shares five-fold and authorize a new class of preferred stock, which may result infuture dilution to existing shareholders. According to a preliminary filing with the Securities and Exchange Commission,the Articles of Incorporation and By-laws of the successor corporation in the Merger would contain multifarious anti-takeover provisions and management entrenchment schemes. Further it appears that management will receive options to acquire Shares which represent approximately 10% of the Shares initially outstanding after the Merger. AmHold does not believe that the Merger in its present form would be in the best interests of American Industrial Shareholders and is considering the possibility of soliciting proxies in opposition to the Merger proposal. In this connection, AmHold has requested a copy of the Company's shareholder list. A copy of the request is attached as Exhibit D. The Company has filed a Form 8-K Current Report dated February 15, 1994 disclosing that its Trustees have amendedthe Company's By-Laws to add anti-takeover provisions which have the effect of denying voting, dividend and other rights to any person owning in excess of 9.8% of the outstanding shares of the Company. AmHold believes that these By-Law provisions were not validly adopted and are illegal, and is considering challenging them. AmHold has determined to solicit proxies and otherwise communicate with the shareholders of the Company regarding the proposal to merge the Company into American Industrial Properties REIT, Inc., a Maryland corporation ("AIPR-Maryland"), which is to be voted upon at a special meeting of the shareholders currently scheduled to be held in May 1994. AmHold has sent a letter recommending that the management ofthe Company withdraw the proposal to merge the Company into AIPR-Maryland and auction the Company to the highest bidder. AmHold would agree not to participate in the auction. A copy of the letter is attached as Exhibit E. Except as otherwise indicated herein, AmHold has no plans or proposals which relate to or would result in any of the actionsor matters referred to in the text of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of the close of business on April 12, 1994, AmHold beneficially owned 659,800 Shares representing 7.27% of the 9,075,400 Shares reported as outstanding in the Company's Form 10-K for the year ended December 31, 1993. (b) The information presented in Items 7 through 10 of the cover sheet to this Schedule 13D is incorporated herein by reference. (c) Exhibit C of the Schedule sets forth the date and purchase or sale price of all transactions in Shares effected by AmHold in the sixty days preceding the date of this Statement. Unless otherwise indicated, all Shares were purchased or sold on the New York Stock Exchange. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. None. Item 7. Material to be Filed as Exhibits. Exhibit A - Executive Officers and Directors of American Holdings, Inc. Exhibit B - Executive Officers and Directors of Sun Equities Corporation Exhibit C - Transactions in Shares effected in the past 60 days Exhibit D - Request for shareholder list Exhibit E - Letter to the management of the Company 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. Dated: April 12, 1994 AMERICAN HOLDINGS,INC. By: /s/ John W. Galuchie, Jr. John W. Galuchie, Jr. Executive Vice President EXHIBIT A AMHOLD Executive Officers and Directors* Name and Business Address Present Position(s) with Address Paul O. Koether Chairman, President and Director 56 Pennbrook Road of AmHold and Sun Far Hills, NJ 07931 ("56 Pennbrook") Chairman and Director of NorthCorp Chairman, President and Director of Kent Financial Services, Inc. ("Kent") 376 Main Street Bedminster, New Jersey 07921 ("376 Main") (owns all of the outstanding common stock of T. R. Winston & Company, Inc. ("TRW"), a securities broker-dealer, and Asset Value Management, Inc., the general partner of Asset Value Fund Limited Partnership, an investment partnership which, through a wholly-owned subsidiary,owns approximately 58% of the stock of American Metals Service, Inc.,("AmericanMetals"), 376 Main,currently a non-operating company) Registered representative of TRW and various executive capacities with Kent's other affiliated companies. General Partner Shamrock Associates 56 Pennbrook (investment limited partnership, which owns approximately 38 percent of Kent's outstanding common stock) John W. Galuchie, Jr. Executive Vice President and 376 Main Street Director of AmHold and Sun Bedminster, NJ 07921 Assistant Secretary and Director NorthCorp Vice President, and Treasurer of Kent Registered representative with TRW and various executive capacities with other affiliates of Kent Treasurer, Principal Executive Officer and Director of Edudata Corporation 376 Main (majority-owned subsidiary of Sun engaged in redeploying its assets) Richard M. Bossert Director of AmHold 376 Main Street Bedminster, NJ 07921 President and Chief Operating Officer Sawyert Corporation P. O. Box 209 Bedminster, NJ 07921 (industrial and commercial site construction and development) Alfredo Mena Director of AmHold 376 Main Street Bedminster, NJ 07921 President of CIA. Salvadorena de Inversiones, S.A. de C.V. El Salvador (coffee growing, processing and exporting) Mark Koscinski Vice President of AmHold and Sun 376 Main Street Bedminster, NJ 07921 Vice President of Kent and various other executive positions with affiliates of Kent Mark W. Jaindl Senior Vice President of AmHold and 376 Main Street a director of NorthCorp Bedminster, NJ 07921 Vice President, Secretary and Director of American Metals Tacie J. Fox Senior Vice President of AmHold 2300 North Street, N.W. Suite 600 Washington, D.C. 20037 William Mahomes, Jr., Esq. Director of AmHold 4500 Trammell Crow Center 2001 Ross Avenue Dallas, Texas 75201 Attorney Baker & McKenzie 4500 Trammell Crow Center 2001 Ross Avenue Dallas, Texas 75201 *All executive officers and directors are citizens of the United States except Alfredo Mena who is a citizen of El Salvador. EXHIBIT B SUN EQUITIES CORPORATION Executive Officers and Directors Position with Name and Address Principal Occupation the Company Lloyd H. Klatzkin(2) Lloyd H. Klatzkin, CPA, P.C. Vice President 1790 Yardley Langhorne 1790 Yardley Langhorne and Director Road, Suite 211 Road, Suite 211 Yardley, PA 19067 Yardley, PA 19067 (Certified Public Accountant) Paul O. Koether(1) 56 Pennbrook Road Far Hills, NJ 07931 John W. Galuchie, Jr.(1) 376 Main Street Bedminster, NJ 07921 Mark Koscinski(1) 376 Main Street Bedminster, NJ 07921 (1) See Exhibit A for information about Messrs. Koether, Galuchie and Koscinski. (2) Mr. Klatzkin is a citizen of the United States. EXHIBIT C Number of Price Date Shares Purchased Per Share* AMHOLD 12/15/93 17,300 2.00 12/16/93 9,000 2.00 12/16/93 87,600 2.00 12/21/93 33,300 2.125 12/22/93 1,000 2.125 12/22/93 8,000 2.00 12/23/93 17,700 2.125 12/27/93 5,800 2.125 12/28/93 28,400 2.125 12/28/93 1,100 2.125 12/29/93 700 2.125 12/29/93 22,900 2.125 12/30/93 1,000 2.125 12/30/93 22,500 2.125 12/31/93 21,900 2.125 01/03/94 23,600 2.125 01/03/94 2,000 2.125 01/04/94 500 2.125 01/04/94 3,600 2.125 01/05/94 1,200 2.125 01/06/94 26,300 2.125 01/07/94 5,800 2.125 01/07/94 500 2.125 01/10/94 1,200 2.125 01/11/94 7,000 2.125 01/13/94 100 2.125 01/14/94 800 2.125 01/18/94 500 2.125 01/19/94 300 2.125 01/19/94 8,000 2.125 01/20/94 1,000 2.125 01/21/94 100 2.125 01/24/94 27,700 2.125 01/25/94 700 2.125 01/26/94 29,600 2.125 01/27/94 700 2.125 01/27/94 27,100 2.125 01/27/94 6,300 2.125 01/27/94 2,000 2.125 02/02/94 1,100 2.125 02/02/94 2,400 2.125 02/02/94 3,000 2.25 02/02/94 14,000 2.25 02/07/94 10,000 2.125 02/08/94 17,000 2.25 EXHIBIT C (cont'd.) Number of Price Date Shares Purchased Per Share* 02/10/94 3,400 2.25 02/10/94 19,200 2.375 02/11/94 20,000 2.375 02/14/94 100 2.25 02/14/94 16,800 2.375 02/23/94 2,700 2.25 02/24/94 6,500 2.25 02/25/94 4,500 2.25 02/28/94 1,700 2.25 03/03/94 500 2.25 03/03/94 10,000 2.25 03/07/94 15,000 2.25 03/07/94 5,500 2.25 03/07/94 2,000 2.25 03/08/94 9,400 2.25 03/09/94 400 2.25 03/11/94 2,900 2.25 03/14/94 1,400 2.25 03/15/94 2,000 2.25 03/15/94 500 2.25 03/16/94 5,900 2.25 03/16/94 13,500 2.25 03/23/94 4,200 2.125 03/24/94 1,000 2.125 03/25/94 9,600 2.125 Number of Price Date Shares Purchased Per Share* Amhold 12/17/93 1,200 2.125 *Exclusive of brokerage commission, if any. EXHIBIT E AMERICAN HOLDINGS, INC. 376 MAIN STREET P.O. BOX 74 (908) 234-9220 (908) 234-9355 (FAX) April 11, 1994 VIA FAX and FEDERAL EXPRESS The Trust Managers (Messrs. W.H. Bricker, George P. Jenkins and Charles W. Wolcott) American Industrial Properties REIT Suite 205 6220 North Beltline Irving, Texas 75063 Gentlemen: We previously urged you to withdraw the Merger Proposal and to cease wasting the Trust's assets in an endeavor we believed was bound to fail. After speaking to shareholders for a week, we are more convinced than ever that the proposed Merger will be overwhelmingly defeated. Shareholders are voting against the Merger but unfortunately for them, so is the market. After seeing "the Trust's Plans for Growth", the market plunged to a new twelve-month low closing price of $1.625 per share on Friday, April 8, 1994. In the interest of all shareholders, we again urge you to abandon the Merger Proposal. Under the Merger scheme, shareholders will suffer while management will prosper. As an alternative, we recommend that the Trust be sold in an auction to the highest bidder. To avoid any suggestion of self-interest, we agree not to bid. All we want is the same consideration due any other shareholder. Sincerely yours, /s/ Paul O. Koether Paul O. Koether Chairman -----END PRIVACY-ENHANCED MESSAGE-----