-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, D4MKraH4ItqZhgBDPBuHsFGbqyKjAf1tLztMCD6G9QRDBc6aowJe2QZ6ubiWweTM PvX6ZHJOtDNlBaWIKST13A== 0000778437-95-000029.txt : 19951120 0000778437-95-000029.hdr.sgml : 19951120 ACCESSION NUMBER: 0000778437-95-000029 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951213 FILED AS OF DATE: 19951115 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERICAN INDUSTRIAL PROPERTIES REIT INC CENTRAL INDEX KEY: 0000778437 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 756335572 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09016 FILM NUMBER: 95593242 BUSINESS ADDRESS: STREET 1: 6220 N BELTLINE RD STREET 2: STE 205 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 DEF 14A 1 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the x Definitive Proxy Statement Commission Only (as permitted o Definitive Additional Materials by Rule14a-6(e)(2)) o Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12 AMERICAN INDUSTRIAL PROPERTIES REIT (Name of Registrant as Specified in Its Charter) Not Applicable (Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the appropriate box): o $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. x $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). o 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: (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials. o 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: (LETTERHEAD OF AMERICAN INDUSTRIAL PROPERTIES APPEARS HERE) November 13, 1995 Dear Fellow Shareholder: You are cordially invited to attend the Annual Meeting of Shareholders of American Industrial Properties REIT (the "Trust") to be held on Wednesday, December 13, 1995 at 9:00 a.m. (Dallas time) at Beltline Business Center, a property owned by the Trust and site of the Trust's corporate offices, located at 6220 North Beltline Road, Suite 212, Irving, Texas 75063. The Annual Meeting is held for the following purposes: 1. To elect two Trust Managers; 2. To ratify the selection of Ernst & Young as independent auditors for the year ending December 31, 1995; and 3. To transact such other business as may properly come before the Annual Meeting or any postponements or adjournments thereof. Only holders of record of Shares of Beneficial Interest of the Trust on November 9, 1995 will be entitled to notice of, and to vote at, the Annual Meeting or any postponements or adjournments thereof. A copy of the Proxy Statement relating to the Annual Meeting of Shareholders accompanies this Notice of Annual Meeting of Shareholders. Also included is a Proxy Card and postage-paid return envelope. No matter how many shares you own, please sign, date and mail the enclosed Proxy Card in the return envelope provided. YOUR VOTE IS IMPORTANT! Whether you plan to attend the meeting or not, please complete and return your Proxy Card as promptly as possible. Should you have any questions, please contact investor relations at (800) 550- 6053 or (214) 522-5172. By order of the Trust Managers Charles W. Wolcott President and Chief Executive Officer AMERICAN INDUSTRIAL PROPERTIES REIT 6220 North Beltline Suite 205 Irving, Texas 75063 (214) 550-6053 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS Wednesday, December 13, 1995 This Proxy Statement is furnished in connection with the solicitation of Proxies by the Trust Managers of American Industrial Properties REIT, a Texas real estate investment trust (the "Trust"), for use at the Annual Meeting of Shareholders to be held at 6220 North Beltline, Suite 212, Irving, Texas at 9:00 a.m. Dallas time on December 13, 1995. Accompanying this Proxy Statement is the Proxy for the Annual Meeting, which you may use to indicate your vote as to each of the proposals described in this Proxy Statement. This Proxy Statement and the accompanying Proxy are first being mailed to shareholders on or about November 13, 1995. The Annual Report outlining the Trust's operations for the fiscal year ended December 31, 1994 (the "Annual Report") was mailed to shareholders on or about April 7, 1995. The close of business on November 9, 1995 has been fixed as the record date for the determination of shareholders entitled to notice of and to vote at the Annual Meeting. As of the record date, the Trust had outstanding 9,075,400 Shares of Beneficial Interest, $0.10 par value (the "Shares"), the only outstanding voting security of the Trust. A shareholder is entitled to cast one vote for each Share held on the record date on all matters to be considered at the Annual Meeting. At the Annual Meeting, action will be taken to (i) elect two Trust Managers to hold office until their successors, if any, are duly elected and qualified at the next annual meeting, and (ii) ratify the selection of Ernst & Young as independent auditors for the Trust for the fiscal year ended December 31, 1995 (the "1995 Fiscal Year"). Shareholders are urged to sign the accompanying Proxy, and after reviewing the information contained in this Proxy Statement and in the Annual Report, to return the Proxy in the envelope enclosed for that purpose. Valid Proxies will be voted at the Annual Meeting and at any adjournments thereof in the manner specified therein. If no direction is given, but the Proxy is validly executed, such Proxy will be voted FOR the election of the nominees for Trust Manager set forth in this Proxy Statement and FOR the ratification of the selection of Ernst & Young as independent auditors for the Trust for the 1995 Fiscal Year. In their discretion, the persons authorized under the proxies will vote upon such other business as may properly come before the meeting. A shareholder may revoke his or her Proxy at any time before it is voted either by filing with the Secretary of the Trust at its principal executive office a written notice of revocation or by submitting a duly executed Proxy bearing a later date, or by attending the Annual Meeting and expressing a desire to vote his or her Shares in person. The holders of a majority of the Shares issued and outstanding and entitled to vote, present in person or represented by Proxy (4,537,701 Shares), shall constitute a quorum for the transaction of business at the Annual Meeting. If such quorum should not be present at the Annual Meeting, the Annual Meeting may be adjourned from time to time without notice other than announcement at the Annual Meeting until a quorum shall be present. Abstentions and broker non-votes (where a nominee holding Shares for a beneficial owner has not received voting instructions from the beneficial owner with respect to a particular matter and such nominee does not possess or choose to exercise discretionary authority with respect thereto) will be included in the determination of the number of Shares present at the Annual Meeting for quorum purposes. Abstentions and broker non-votes will have the same effect as a vote against the proposals. Failure to return the Proxy or failure to vote at the annual meeting will have the same effect as a vote against the proposals. The Trust's principal executive offices are located at 6220 North Beltline, Suite 205, Irving, Texas 75063. PROPOSAL ONE ELECTION OF TRUST MANAGERS The number of Trust Managers to be elected at the Annual Meeting is two. Each shareholder is entitled to cast one vote for each Share held on the record date. The affirmative vote of a majority of the outstanding Shares entitled to vote (4,537,701 Shares) and present in person or by proxy is required to elect Messrs. Bricker and Wolcott, who have been previously elected as Trust Managers by the shareholders of the Trust. The affirmative vote of two-thirds of the outstanding Shares entitled to vote (6,050,267 Shares) is required to elect any nominee who has not been previously elected as a Trust Manager by the Shareholders of the Trust. Each nominee is presently a Trust Manager and was appointed from time to time as indicated below. The following information as of November 7, 1995 is submitted concerning the nominees named for election as Trust Managers: Name Age Trust Manager Since William H. Bricker 63 September 1985 Charles W. Wolcott 42 August 1993
The following information with respect to the principal occupation or employment, other affiliations and business experience of each nominee during the last five years has been furnished to the Trust by each such nominee: William H. Bricker has served as a Trust Manager of the Trust since its inception in September 1985. Mr. Bricker has served as President of D.S. Energy Services Incorporated and has consulted in the energy field and on international trade since 1987. In May 1987, Mr. Bricker retired as the Chairman and Chief Executive Officer of Diamond Shamrock Corporation where he held various management positions from 1969 through May 1987. Mr. Bricker is a director of the LTV Corporation, the Eltech Systems Corporation and the National Paralysis Foundation. He received his Bachelor of Science and Master of Science degrees from Michigan State University. Charles W. Wolcott has served as a Trust Manager since August 1993 and as President and Chief Executive Officer of the Trust since May 1993. For the six months immediately prior to his appointment as President of the Trust, Mr. Wolcott was engaged in developing various personal business enterprises. Mr. Wolcott was President and Chief Executive Officer of Trammell Crow Asset Services, Inc., a real estate asset and portfolio management affiliate of Trammell Crow Company, from 1990 to 1992. He served as Vice President and Chief Financial and Operating Officer of the Trust from 1988 to 1990. From 1988 to 1990, Mr. Wolcott was a partner in Trammell Crow Ventures Operating Partnership. Prior to joining the Trammell Crow Company in 1984, Mr. Wolcott was President of Wolcott Corporation, a firm engaged in the development and management of commercial real estate properties. Mr. Wolcott graduated from the University of Texas at Austin in 1975 with a Bachelor of Science degree and received a Master of Business Administration degree from Harvard University in 1977. If the requisite vote is not obtained with respect to the election of each Trust Manager, then Messrs. Bricker and Wolcott will continue in their capacity as the existing Trust Managers of the Trust. The Trust Managers will hold office until their successors, if any, are duly elected and qualified at the next annual meeting. The Trust Managers have no reason to believe that any of the nominees will not serve if elected, but if any of them should become unavailable to serve as a Trust Manager, and if the Trust Managers designate a substitute nominee, the persons named in the accompanying Proxy will vote for the substitute nominee designated by the Trust Managers, unless a contrary instruction is given in the Proxy. The Trust Managers did not appoint a nominating committee to nominate Trust Managers for election. No family relationship exists among any of the Trust Managers or executive officers of the Trust. No arrangement or understanding exists between any Trust Manager or executive officer or any other person pursuant to which any Trust Manager or executive officer was selected as a Trust Manager or executive officer of the Trust. Eight regularly scheduled or special Trust Manager meetings were held during the fiscal year ended December 31, 1994 (the "1994 Fiscal Year"). Messrs. Bricker and Wolcott attended 100% of all 1994 Fiscal Year Trust Manager and Trust Manager committee meetings. The Trust Managers unanimously recommend that shareholders vote FOR the election of the Trust Managers as set forth in Proposal One. PROPOSAL TWO RATIFICATION OF INDEPENDENT AUDITORS The shareholders are asked to ratify the appointment by the Trust Managers of Ernst & Young as the Trust's independent auditors for the 1995 Fiscal Year. The selection was based upon the recommendation of the Audit Committee. Effective May 24, 1994, the Trust dismissed its prior independent auditors, Kenneth Leventhal & Company and retained as its new independent auditors, Ernst & Young. Kenneth Leventhal & Company's Independent Auditors' Report on the Trust's financial statements for fiscal year ended December 31, 1993 did not contain an adverse opinion or a disclaimer of opinion, and was not qualified or modified as to uncertainty, audit scope or accounting principles. The decision to change independent auditors was recommended by the Audit Committee of the Trust Managers and approved by the Trust Managers on May 24, 1994. During the 1993 Fiscal Year and through May 24, 1994, there were no disagreements between the Trust and Kenneth Leventhal & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Kenneth Leventhal & Company, would have caused it to make reference to the subject matter of the disagreements in connection with the report. In May 1995, Kenneth Leventhal & Company merged with Ernst & Young. During the 1993 Fiscal Year and through May 24, 1994, the Trust did not consult Ernst & Young regarding the application of accounting principles to a specified transaction or any audit opinion. Representatives of Ernst & Young will be present at the Annual Meeting to respond to appropriate questions from shareholders and to make a statement if they desire. Adoption of this proposal requires approval by the holders of a majority of the Shares present in person or represented by proxy, and entitled to vote at the Annual Meeting. The Trust Managers unanimously recommend that shareholders vote FOR the ratification of the appointment of Ernst & Young as the Trust's independent auditors for the 1995 Fiscal Year. MANAGEMENT Executive Officers Set forth below is information regarding the names and ages of the executive officers of the Trust (each of whom serves at the pleasure of the Trust Managers), all positions held with the Trust by each individual, and a description of the business experience of each individual for at least the past five years. Name Age Title Charles W. Wolcott 42 Trust Manager, President and Chief Executive Officer David B. Warner 37 Vice President and Chief Operating Officer Marc A. Simpson 41 Vice President and Chief Financial Officer, Secretary and Treasurer
Information regarding the business experience of Mr. Wolcott is provided under "Proposal One -- Election of Trust Managers." David B. Warner has served as Vice President and Chief Operating Officer of the Trust since May 1993. From 1989 through the date he accepted a position with the Trust, Mr. Warner was Director of the Equity Investment Group for the Prudential Realty Group. From 1985 to 1989, he served in the Real Estate Banking Group of NCNB Texas National Bank. Mr. Warner graduated from the University of Texas at Austin in 1981 with a Bachelor of Business Administration and received a Masters of Business Administration from the same institution in 1984. Marc A. Simpson has served as Vice President and Chief Financial Officer, Secretary and Treasurer of the Trust since March 1994. From November 1989 through March 1994, Mr. Simpson was a Manager in the Financial Advisory Services Group of Coopers & Lybrand. Prior to that time, he served as Controller of Pacific Realty Corp., a real estate development company. Mr. Simpson graduated with a Bachelor of Business Administration from Midwestern State University in 1978, and received a Masters of Business Administration from Southern Methodist University in 1990. Committees of the Trust Managers Audit Committee. The Audit Committee of the Trust Managers met once during the 1994 Fiscal Year. The Audit Committee reviews and approves the scope and results of any outside audit of the Trust, and the fees therefor, and makes recommendations to the Trust Managers or management concerning auditing and accounting matters and the efficacy of the Trust's internal control systems. The Audit Committee selects independent auditors subject to the approval of the shareholders at the annual meeting. Mr. Bricker and Mr. George Jenkins were members of the Audit Committee during the 1994 Fiscal Year and both attended the meeting of the committee. Mr. Jenkins resigned as a Trust Manager at the end of the 1994 Fiscal Year. Compensation Committee. The Compensation Committee did not meet during the 1994 calendar year. The Compensation Committee established base salaries for the 1994 Fiscal Year at a meeting held in December 1993, and met once in February 1995 to determine bonuses and Trust contributions to the Retirement and Profit Sharing Plan for the 1994 Fiscal Year. The Compensation Committee establishes guidelines for compensation and benefits of the executive officers of the Trust based upon achievement of objectives and other factors. The Compensation Committee is also responsible for acting upon all matters concerning, and exercising such authority as is delegated to it under the provisions of, any benefit, retirement or pension plan. Messrs. Bricker and Jenkins were members of the Compensation Committee during the 1994 Fiscal Year and both attended the meeting of the committee in December 1993; Mr. Bricker was the sole member of the committee in February 1995 following Mr. Jenkins' resignation. Election Of Trust Managers And Executive Officers Trust Managers are elected at each annual meeting of the shareholders of the Trust and hold office until their successors have been duly elected and qualified, or until their earlier death or resignation. Executive officers serve at the discretion of the Trust Managers and are elected by the Trust Managers following each annual meeting of the shareholders. Executive and Trust Manager Compensation The following table summarizes the compensation paid by the Trust to the executive officers of the Trust since the commencement of their respective employment with the Trust through the year ended December 31, 1994: SUMMARY COMPENSATION TABLE Annual Compensation Name and Principal Fiscal Bonus Other Position Year Salary (1) (2) Charles W.Wolcott 1994 $180,000 $62,100 $7,222 President 1993 115,000 (3) 50,000 --- and CEO David B. Warner 1994 $92,000 $34,500 $4,429 Vice President 1993 50,750 (4) 10,000 --- and COO Marc A. Simpson 1994 $81,859 (5) $34,500 $4,095 Vice President and CFO, Secretary and Treasurer
__________ (1) Represents bonus payments for 1994 paid in February 1995. (2) Represents the Trust's contribution to the Retirement and Profit Sharing Plan paid in February 1995. (3) Mr. Wolcott's annualized salary for 1993 was $150,000. (4) Mr. Warner's annualized salary for 1993 was $84,000. (5) Mr. Simpson's annualized salary for 1994 was $100,000. The Trust pays its non-employee Trust Managers an annual fee of $20,000 plus $1,000 for each Trust Manager or committee meeting attended in person. In addition, the Trust Managers are reimbursed for their expenses incurred in connection with their duties as Trust Managers. Mr. Wolcott did not receive any compensation for his services as a Trust Manager. 401(k) Plan The Trust has adopted a Retirement and Profit Sharing Plan (the "Profit Sharing Plan") for the benefit of employees of the Trust. Employees who were employed by the Trust on January 1, 1993, and who have attained the age of 21 are immediately eligible to participate in the Profit Sharing Plan. All other employees of the Trust are eligible to participate in the Plan after they have completed six months of service with the Trust and attained the age of 21. Each participant may make contributions to the Profit Sharing Plan by means of a pre-tax salary deferral which may not be more than 15% of the employee's compensation. The Trust will contribute, on behalf of each non-highly compensated employee and non-key employee who is actively employed on the last day of each plan year, a special discretionary contribution equal to a percentage of such employee's compensation, which will be determined each year by the Trust. The Internal Revenue Code limits the annual amount of salary deferrals that may be made by any employee. An employee's salary deferral contribution will always be 100% vested and nonforfeitable, although such contributions will be affected by any investment gains or losses to the Profit Sharing Plan. In general, in the event of retirement, death or disability, 100% of a participating employee's account would be available for distribution to either the employee or such employee's beneficiary, as applicable. The Trust Managers may amend the Profit Sharing Plan at any time. In no event, however, may any amendment (i) authorize or permit any part of the Profit Sharing Plan assets to be used for purposes other than the exclusive benefit of participating employees or their beneficiaries, or (ii) cause any reduction in the amount credited to each participating employee's account. Likewise, the Trust Managers have the right to terminate the Profit Sharing Plan at any time. In the event of such termination, all amounts credited to each employee's account will continue to be 100% vested. A complete discontinuance of contributions to the Profit Sharing Plan by the Trust will also constitute an event of termination of the Profit Sharing Plan. REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION Compensation for the executive officers of the Trust is administered under the direction of the Compensation Committee of the Trust Managers. The following is the Compensation Committee's report, in its role as reviewer of the Trust's pay programs, on 1994 compensation practices for the executive officers of the Trust. The report and the performance graph that appears immediately after such report shall not be deemed to be soliciting material or to be filed with the Securities and Exchange Commission under the Securities Act of 1933 or the Securities Exchange Act of 1934 or incorporated by reference in any document so filed. Base Salary. The Compensation Committee determines base salaries for executive officers by evaluating the responsibilities of the position held and the experience of the individual, and by reference to the competitive marketplace for executive talent, including a comparison to base salaries for comparable positions at other real estate investment trusts, to historical levels of salary paid by the Trust, and to recommendations of Kenneth Leventhal & Company as independent compensation consultants to the Trust. Salary adjustments are based on a periodic evaluation of the performance of the Trust and of each executive officer, and also take into account new responsibilities as well as changes in the competitive marketplace. Mr. Wolcott, who has served as President and Chief Executive Officer of the Trust since the commencement of his employment with the Trust on May 23, 1993 through December 31, 1994, received a base salary of $180,000 for the 1994 Fiscal Year. Base compensation levels for the Trust for the 1994 Fiscal Year were below the REIT industry as a whole, which was consistent with the Trust's desire to bring its operating performance up to the standards of the REIT industry and to focus on the incentive portion of compensation during a period of repositioning the Trust's operations. Performance-Based Bonus Plan. Each year, in order to encourage the accomplishment of the short-term goals of the Trust, the Compensation Committee reviews and approves a performance-based bonus plan for executive officers and other employees of the Trust based in part on increases in Funds From Operations ("FFO") per Share as defined by the National Association of Real Estate Investment Trusts ("NAREIT"). The Compensation Committee believes that the most direct measurement of the Trust's success is through its FFO. As such, each executive officer is eligible to receive a bonus of up to 25% of his base salary based on specified improvements in FFO. In addition to the FFO-related bonus, each executive officer is eligible to receive a bonus of up to 15% of his base salary for achievement of specific goals established by the Compensation Committee. Each employee of the Trust is eligible to receive a merit bonus of up to 10% of his or her base salary in the discretion of the Compensation Committee, based strictly on individual performance. With respect to the 1994 Fiscal Year, the Compensation Committee awarded a $62,100 bonus to Mr. Wolcott, a $34,500 bonus to Mr. Warner and a $34,500 bonus to Mr. Simpson. Other Compensation. Other compensation payable to the executives of the Trust includes contributions to the Employee Retirement and Profit Sharing Plan of the Trust and insurance premiums paid by the Trust under the Medical, Dental and Long- Term Disability Plan. See "Management -- 401(k) Plan". Members of the 1994 Compensation Committee, William H. Bricker George P. Jenkins* __________ * Mr. Jenkins resigned as a Trust Manager at the end of the 1994 Fiscal Year. PERFORMANCE GRAPH The rules and regulations of the Securities and Exchange Commission require the presentation of a line graph comparing, over a period of five years, the cumulative total shareholder return to a performance indicator of a broad equity market index and either a nationally recognized industry index or a peer group index constructed by the Trust. The chart below compares the performance of the Shares with the performance of the Standard & Poors 500 Index and the NAREIT Equity REIT Index. The comparison assumes $100 was invested on December 31, 1989 in the Shares and in each of the foregoing indices and assumes reinvestment of dividends. COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN NAREIT EQUITY REIT S&P 500 INDEX AIP Dec-89 100.0 100.0 100.0 Dec-90 96.8 84.7 66.0 Dec-91 126.4 114.9 56.9 Dec-92 136.1 131.6 67.0 Dec-93 149.7 157.5 80.7 Dec-94 151.7 162.5 49.3
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding the beneficial ownership of Shares by (i) each Trust Manager and each nominee for Trust Manager, (ii) the Trust's Chief Executive Officer and each executive officer of the Trust, and (iii) all Trust Managers and executive officers of the Trust as a group, and, to the Trust's knowledge, by any person owning beneficially more than 5% of the outstanding shares of such class, in each case at November 7, 1995. Each person named in the table has sole voting and investment power with respect to all Shares shown as beneficially owned by such person. Amount and Nature of Beneficial Percentage Beneficial Owner Ownership of Class William H. Bricker 2,000 * Charles W. Wolcott 55,500 * David B. Warner 4,000 * Marc A. Simpson 10,500 * Pure World, Inc. 376 Main Street Bedminster, New Jersey 07921 888,000 9.785% (1) Black Bear Realty, Ltd. 7001 Center Street Mentor, Ohio 44060 860,800 9.485% (2) Christopher L. Jarratt 207 Third Avenue, North Fourth Floor Nashville, Tennessee 37201 25,000 * (2) All Trust Managers and executive officers 72,000 * as a group (four persons)
______________ * Ownership is less than 1% of outstanding Shares. (1) This information was obtained from Amendment No. 11 to the Schedule 13D of Pure World, Inc. (formerly American Holdings, Inc.) filed with the Securities and Exchange Commission on October 24, 1995. (2) This information was obtained from Amendment No. 2 to the Schedule 13D of Black Bear Realty, Ltd., Christopher L. Jarratt and Jarratt Associates, Inc. filed with the Securities and Exchange Commission on October 11, 1995. According to the filing, Black Bear Realty, Ltd. and Jarratt Associates, Inc. have entered into an agreement to purchase Shares of the Trust pursuant to which Black Bear Realty, Ltd., Mr. Jarratt and Jarratt Associates may be deemed members of a group under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. Together, they beneficially own 885,800 Shares, or approximately 9.8% of the outstanding Shares. COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT Based solely upon a review of Forms 3, 4 and 5 furnished to the Trust with respect to the 1994 Fiscal Year, no person failed to disclose on a timely basis, as disclosed in such forms, reports required by Section 16(a) of the Securities Exchange Act of 1934, as amended. PROPOSALS BY SHAREHOLDERS A proper proposal submitted by a shareholder for presentation at the Trust's 1996 Annual Meeting and received at the Trust's principal executive office no later than July 16, 1996 will be included in the Proxy Statement and Proxy related to the 1996 Annual Meeting. EXPENSES The expense of preparing, printing and mailing proxy materials to the Trust's shareholders will be borne by the Trust. The Trust has engaged the firms of Corporate Investor Communications, Inc. and Proveaux, Stephen & Spencer, Inc. to assist in the solicitation of proxies from shareholders for fees of approximately $4,000 and $3,000, respectively, plus reimbursement of reasonable out-of-pocket expenses. In addition, proxies may be solicited personally or by telephone by officers and employees of the Trust, none of whom will receive additional compensation therefor. The Trust will also reimburse brokerage houses and other nominees for their reasonable expenses in forwarding proxy materials to the beneficial owners of Shares. ANNUAL REPORT TO SHAREHOLDERS The Trust's Annual Report (which does not form a part of the proxy solicitation material) containing audited financial statements was mailed on or about April 7, 1995 to all shareholders of record as of April 5, 1995. A copy of the Trust's Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, will be furnished to shareholders, without exhibits and without charge, upon written request to: Investor Relations, American Industrial Properties REIT, 6220 N. Beltline Road, Suite 205, Irving, Texas 75063. (PROXY CARD) AMERICAN INDUSTRIAL PROPERTIES REIT This Proxy is Solicited on Behalf of the Trust Managers of American Industrial Properties REIT Annual Meeting to be held December 13, 1995 P The undersigned hereby appoints William H. Bricker and R Charles W. Wolcott,and each of them, as Proxies, each O with the power to appoint his substitute, and hereby X authorizes them to represent and vote all of the Y undersigned's Shares of Beneficial Interest in the Trust, held of record on November 9, 1995, at the Annual Meeting of Shareholders to be held on December 13, 1995 or at any postponements or adjournments thereof, on the proposals set forth on the reverse side, as directed. This Proxy, when properly executed, will be voted in the manner described above. If no direction is made, the Proxy will be voted FOR the first and second proposal. The Proxies will vote with respect to the third proposal according to their best judgment. 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 CONTINUED AND TO BE SIGNED ON REVERSE SIDE SIDE - ----------------------------------------------------------------- [ X ] Please mark votes as in this example. 1. Election of Trust Managers* FOR WITHHELD Nominees: William H. Bricker and / / / / Charles W. Wolcott / / * To withhold authority to vote for either of the above nominees, write that nominee's name on the line above. 2. Ratification of the selection of FOR AGAINST ABSTAIN Ernst & Young as independent / / / / / / auditors. 3. IN THEIR DISCRETION, THE PROXIES ARE AUTHORIZED TO VOTE UPON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE ANNUAL MEETING OR ANY POSTPONEMENT OR ADJOURNMENTS THEREOF. MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT / / By signing and returning this Proxy, the undersigned acknowledges receipt of the Notice of Annual Meeting and Proxy Statement delivered herewith. Signature: _________________________ Date ____________________ Signature: __________________________ Date ___________________ PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY IN THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----