-----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, p56sIF1fH3Vp3HELCQUVfbzXV4CXjj6HqxCC1GJEXtIclJeAZ05CJ+GaN7TXUwC+ e95RqWo0vzVl29HL4IzPPQ== 0000890587-94-000138.txt : 19941017 0000890587-94-000138.hdr.sgml : 19941017 ACCESSION NUMBER: 0000890587-94-000138 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: 94552691 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. 5)* 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) June 30, 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 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. 5 (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 3. Source and Amount of Funds or other Consideration. Since the date of the last filing, AmHold has acquired an additional 93,500 Shares at an aggregate purchase price of $183,137.50, including any brokerage commissions. AmHold utilized working capital for the purchase of these Shares. Item 4. Purpose of Transaction. (a) As of the close of business on June 30, 1994, AmHold beneficially owned 850,000 Shares representing 9.366% of the 9,075,000 Shares reported as outstanding in the Trust's Form 10-Q for the three months ended March 31, 1994. (b) The information presented in Items 7 through 10 of the cover sheet to this Amendment is incorporated herein by reference. (c) Exhibit C hereto sets forth the date and purchase price of all transactions in Shares effected by AmHold in the sixty days preceding the date of this Amendment and not previously reported. Unless otherwise indicated, all Shares were purchased on the New York and Midwest Stock Exchanges. Page 4 of 6 Item 7. Material to be filed as Exhibits. Exhibit C Transactions in Shares effected in the past 60 days and not previously reported. Page 5 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: July 1, 1994 AMERICAN HOLDINGS, INC. By: /s/ John W. Galuchie, Jr. John W. Galuchie, Jr. Executive Vice President Page 6 of 6 EXHIBIT C Number of Price Date Shares Purchased Per Share* AmHold 04/28/94 800 1.75 04/28/94 4,100 1.75 04/29/94 400 1.75 05/11/94 800 1.75 05/13/94 600 1.75 05/17/94 1,800 1.75 05/26/94 2,500 1.875 05/27/94 900 1.875 06/01/94 11,600 2.00 06/01/94 20,000 2.00 06/08/94 2,100 2.00 06/09/94 1,200 2.00 06/10/94 8,700 2.00 06/13/94 2,400 2.00 06/16/94 2,100 2.00 06/17/94 1,000 2.00 06/17/94 8,500 2.00 06/21/94 200 1.875 06/21/94 5,300 1.875 06/22/94 11,700 1.875 06/22/94 1,800 1.875 06/30/94 5,000 1.75 *Exclusive of brokerage commissions. -----END PRIVACY-ENHANCED MESSAGE-----