-----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, VlRL9B45/wCNM8rO94BuQwubq6Jqyk8qYG3c1iEsWLAULqrdDi4l4eZvj3Ha7EmW hmkVM/itVfoLWNZzvFlGiQ== 0000950117-94-000106.txt : 19940505 0000950117-94-000106.hdr.sgml : 19940505 ACCESSION NUMBER: 0000950117-94-000106 CONFORMED SUBMISSION TYPE: DEFC14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940503 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: DEFC14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09016 FILM NUMBER: 94525766 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: DEFC14A 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 DEFC14A 1 AMHOLD ADD'L DEFC14A, 5/2/94 ________________________________________________________________________________ SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) _________________________ Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Definitive Proxy Statement [x] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 _________________________ AMERICAN INDUSTRIAL PROPERTIES REIT (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) _________________________ AMERICAN HOLDINGS, INC. (NAME OF PERSON(S) FILING PROXY STATEMENT) _________________________ Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2). [x] $125 FEE PAID WITH FILING OF PRELIMINARY MATERIAL [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. _________________________ (1) Title of each class of securities to which transaction applies: ____________________________________________________________________________ (2) Aggregate number of securities to which transaction applies: ____________________________________________________________________________ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11.1 ____________________________________________________________________________ (4) Proposed maximum aggregate value of transaction: ____________________________________________________________________________ __________ 1 Set forth the amount on which the filing fee is calculated and state how it was determined. _________________________ [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. _________________________ (1) Amount Previously Paid: ____________________________________________________________________________ (2) Form, Schedule or Registration Statement No.: ____________________________________________________________________________ (3) Filing Party: ____________________________________________________________________________ (4) Date Filed: ____________________________________________________________________________ ________________________________________________________________________________ ________________________________________________________________________________ MAY 2, 1994 AMERICAN INDUSTRIAL PROPERTIES REIT ANNOUNCES NEW BORROWINGS OF $30,000,000 DEEPER IN DEBT WOLCOTT IS MORTGAGING OUR FUTURE TO SAVE HIS OWN We believe less than $10,000,000 of the proposed $30,000,000 of borrowings will retire old debt which means that the Trust's debt burden will increase by $20,000,000 to an aggregate of close to $80,000,000. BAD NEWS FOR SHAREHOLDERS -- GOOD NEWS FOR MANAGEMENT We believe that adding more debt to the Trust is bad news for shareholders, but we understand why a management which owns only 18,000 Shares would be, as Mr. Wolcott admitted, 'very pleased'. In our view, we, the shareholders will bear all of the risk of the additional leverage; management's compensation and bonuses won't be at risk. WHAT NEW MANAGEMENT? Mr. Wolcott has styled himself as new management but as we have said, without contradiction from him, he has been an executive with American Industrial every year since 1986 (except for 1992) and in each of the Wolcott years American Industrial has sustained an operating loss. COMBINE WITH A STRONGER ORGANIZATION We believe that misplaced confidence in this management is not the only alternative to a sale or liquidation. Numerous companies have expressed to us their interest in exploring a combination with American Industrial on a stock-for-stock basis. THE FUTURE CAN STILL BE YOURS If you vote against the Merger, we believe the choice for the future will still belong to you. DON'T vote for the Merger which in our view will entrench management and inhibit any change in control or potential stock combination or sale. VOTE AGAINST THE MERGER! Vote against the Merger on the BLUE PROXY enclosed. If you have executed management's white proxy card before receiving this Proxy Statement, you have every right to change your vote by signing, dating and returning the enclosed BLUE PROXY card. Only your latest dated proxy will count at the Meeting. Any proxy, including the proxy solicited hereby, may be revoked at any time before it is voted by (i) submitting a duly executed proxy bearing a later date to the Secretary of the Trust or AmHold (ii) filing with the Secretary of the Trust a written revocation or (iii) attending and voting at the Meeting in person. I M P O R T A N T IF YOUR SHARES ARE HELD IN 'STREET NAME' ONLY YOUR BANK OR BROKER CAN VOTE YOUR SHARES, AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THEM TO EXECUTE A BLUE PROXY AS SOON AS POSSIBLE. IF YOU HAVE ANY QUESTIONS OR NEED FURTHER ASSISTANCE IN VOTING, PLEASE CALL PAUL O. KOETHER, OF AMERICAN HOLDINGS, INC., COLLECT AT (908) 766-7220, OR JOHN W. GALUCHIE, JR., OF AMERICAN HOLDINGS, INC., COLLECT AT (908) 234-9220, OR OUR PROXY SOLICITOR: BEACON HILL PARTNERS, INC. 90 BROAD STREET NEW YORK, NEW YORK 10004 (212) 742-1318 EX-99 2 PROXY CARD AMERICAN INDUSTRIAL PROPERTIES REIT THIS PROXY IS SOLICITED BY AMERICAN HOLDINGS, INC. SPECIAL MEETING MAY 10, 1994 The undersigned hereby appoints PAUL O. KOETHER and JOHN W. GALUCHIE, JR., or either of them, as Proxies, each with the power to appoint his substitute, and hereby authorizes either of them to represent and to vote all of the undersigned's Shares of Beneficial Interest in the Trust, held of record on March 4, 1994, at the Special Meeting of Shareholders to be held on May 10, 1994 or at any postponements or adjournments thereof, on P the proposals below, as directed. R O This Proxy, when properly executed, will be voted in the manner X described above. If no direction is made, this Proxy will be voted AGAINST Y the first proposal and at the discretion of the Proxies with respect to the second proposal. Please sign exactly as your name appears on your Share certificate. When Shares are held in more than one name, all parties should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by an authorized officer. If a partnership, please sign in partnership name by an authorized person. SEE REVERSE SIDE X Please mark your votes as in this example.
FOR AGAINST ABSTAIN 1. The adoption and approval of the merger agreement and the merger thereunder of [ ] [ ] [ ] American Industrial Properties REIT (the 'Trust') with and into a Maryland corporation which is a wholly-owned subsidiary of the Trust. 2. In their discretion, on such other matters as may properly come before the special [ ] [ ] [ ] meeting or any postponements or adjournments thereof.
Signature of Shareholder Date Signature if Shares held Date in more than one name PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
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