-----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, ArIkDrPhzz47CPEWTW2KKrg1NIo56UqJwb9kDeXPYgTq+s0/143CsqKrurelO1/r Zqo8FwQ4OB3fIA94K65Fnw== 0000890587-94-000137.txt : 19941017 0000890587-94-000137.hdr.sgml : 19941017 ACCESSION NUMBER: 0000890587-94-000137 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19941014 SROS: NYSE 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: 94552688 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 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 6)* 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) September 1, 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 6 Pages CUSIP No. 0267911030000 Page 2 of 6 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 850,000 8 SHARED VOTING POWER 9 SOLE DISPOSITIVE POWER 850,000 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 850,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.366% 14 TYPE OF REPORTING PERSON* CO * SEE INSTRUCTIONS BEFORE FILLING OUT! Page 3 of 6 This Amendment No. 6 (the "Amendment") relates to the Schedule 13D filed on February 2, 1994, on behalf of American Holdings, Inc. ("AmHold") with regard to the Shares of Beneficial Interest ("Shares") of American Industrial Properties REIT (the "Trust" or "American Industrial"), a Texas real estate investment trust. The capitalized terms used herein, unless otherwise defined, shall have the same meaning as in the original Schedule 13D. Item 4. Purpose of Transaction. AmHold may communicate with Shareholders about the management, operations, and financial condition of the Trust. In this connection, AmHold has requested a copy of the Trust's list of Shareholders. The letter is attached as Exhibit F. Item 7. Material to be filed as Exhibits. Exhibit F Letter to the management of the Trust. Page 4 of 6 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: September 2, 1994 AMERICAN HOLDINGS, INC. By: /s/ John W. Galuchie, Jr. John W. Galuchie, Jr. Executive Vice President VIA FAX and FEDERAL EXPRESS September 1, 1994 American Industrial Properties REIT (formerly known as Trammell Crow Real Estate Investors) 6220 North Beltline, Suite 205 Irving, Texas 75063 Attention: Charles W. Wolcott, President Re: Shareholder List Dear Mr. Wolcott: American Holdings, Inc. ("AHI") hereby requests, pursuant to Section 18 of the Texas Real Estate Investment Trust Act (Articles 6138A Vernon's Texas Civil Statutes), that the Trust provide to AHI a list of the shareholders of the Trust of record as of August 30, 1994 or a date as close thereto as practicable. For purposes of such request, AHI represents that it is the record holder of more than 5% of all the outstanding Shares and the purpose of such inspection is as set forth in the affidavit attached. If you have any questions or need anything from AHI in connection with this request, please call Paul O. Koether or John W. Galuchie, Jr. at (908) 234-9220. AMERICAN HOLDINGS, INC. By:_____________________________________ Paul O. Koether Chairman of the Board and President AFFIDAVIT OF OFFICER OF AMERICAN HOLDINGS, INC. STATE OF NEW JERSEY ) ) ss.: COUNTY OF SOMERSET ) I, Paul O. Koether, as Chairman of the Board and President of American Holdings, Inc., a Delaware corporation ("AHI"), having been duly sworn, hereby state on oath that the following statements are true and correct: (1) I am Chairman of the Board and President of AHI; (2) AHI intends to use the information (the "List") regarding the holders of shares (the "Shares") of beneficial interest of American Industrial Properties REIT, a Texas real estate investment trust (the "Trust") formerly known as Trammell Crow Real Estate Investors, requested in AHI's letter to the Trust dated September 1, 1994 for the sole purpose of communicating with the Shareholders of the Trust regarding the business and management of the Trust; (i) AHI will not use the List (or any information therein) for any purpose other than to communicate with Shareholders of the Trust with respect to the Trust's business; and (ii) AHI will not disclose the List (or any information therein) to any person other than AHI's employees or agents to the extent necessary to effectuate AHI's communication with Shareholders. __________________________________________ Paul O. Koether, Chairman of the Board and President of American Holdings, Inc. SWORN TO AND SUBSCRIBED BEFORE ME by PAUL O. KOETHER, Chairman of the Board and President of American Holdings, Inc., this 1st day of September 1994, to certify which witness my hand and seal of office. __________________________________________ NOTARY PUBLIC, STATE OF NEW JERSEY Am-Hldgs\StkHolder.Lst -----END PRIVACY-ENHANCED MESSAGE-----