-----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, OaA6ULe9RBWtZLWKgz9jGAqfoI5HtHFjaeLYX0tc03hDCWGRmWGgxiZsF7NtlKi6 bHTUnkDSa59pWZq/H6YKQg== 0000898430-95-002471.txt : 19951124 0000898430-95-002471.hdr.sgml : 19951124 ACCESSION NUMBER: 0000898430-95-002471 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19951122 SROS: NYSE SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-43183 FILM NUMBER: 95595906 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC STORAGE INC /CA CENTRAL INDEX KEY: 0000318380 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 953551121 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 600 N BRAND BLVD STREET 2: SUITE 300 CITY: GLENDALE STATE: CA ZIP: 91203 BUSINESS PHONE: 8182448080 FORMER COMPANY: FORMER CONFORMED NAME: STORAGE EQUITIES INC DATE OF NAME CHANGE: 19920703 SC 13D 1 SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* ----- AMERICAN INDUSTRIAL PROPERTIES REIT ------------------------------------------------------------- (Name of Issuer) Shares of Beneficial Interest, $0.10 par value --------------------------------------------------- (Title of Class of Securities) 02679110 ----------------------------------------- (CUSIP Number) David Goldberg, Esq. Counsel Public Storage, Inc. 600 N. Brand Blvd., Suite 300 Glendale, CA 91203-5050 (818) 244-8080, ext. 529 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 14, 1995 - -------------------------------------------------------------------------------- (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 [X]. (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 filled 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 page 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). - ----------------------- --------------------- CUSIP NO. 02679110 SCHEDULE 13D PAGE 2 OF 2 PAGES - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PUBLIC STORAGE, INC. [95-3551121] - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 WC - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 5 - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 CALIFORNIA - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 465,900 SHARES ----------------------------------------------------------- SHARED VOTING POWER BENEFICIALLY 8 0 OWNED BY ----------------------------------------------------------- EACH SOLE DISPOSITIVE POWER 9 REPORTING 465,900 PERSON ----------------------------------------------------------- SHARED DISPOSITIVE POWER WITH 10 0 - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 465,900 - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [_] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 5.13% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 CO - ------------------------------------------------------------------------------ ITEM 1. SECURITY AND ISSUER ------------------- The class of securities to which this Schedule 13D relates is the Shares of Beneficial Interest, $0.10 par value (the "Shares") of American Industrial Properties REIT, a Texas real estate investment trust (the "Issuer"). The address of the principal executive office of the Issuer is 6220 North Beltline, Suite 205, Irving, Texas 75063. ITEM 2. IDENTITY AND BACKGROUND ----------------------- This Statement on Schedule 13D is being filed by Public Storage, Inc. ("PSI"). PSI is a real estate investment trust, organized as a corporation under the laws of California, that has invested primarily in existing mini-warehouse facilities (through direct ownership, as well as general and limited partnership interests). PSI recently changed its name from Storage Equities, Inc. in connection with a corporate reorganization in which its United States real estate interests, together with certain advisory and property management subsidiaries, were combined with its mini-warehouse property manager. The principal executive offices of PSI are located at 600 North Brand Boulevard, Suite 300, Glendale, California 91203-1241. The directors and executive officers of PSI, their employers, addresses and current positions are listed below. Unless otherwise indicated, each person's address is the same as the address of PSI listed above.
Name of Director or Employer/Address/Nature Executive Officer of PSI of Business Current Position - ------------------------ ----------------------- ---------------- B. Wayne Hughes PSI Chairman of the Board and (Executive Officer and Chief Executive Officer Director) Harvey Lenkin PSI President (Executive Officer and Director) Hugh W. Horne PSI Senior Vice President (Executive Officer) Ronald L. Havner, Jr. PSI Senior Vice President and (Executive Officer) Chief Financial Officer Marvin M. Lotz PSI Senior Vice President (Executive Officer) David Goldberg PSI Senior Vice President and (Executive Officer) General Counsel Mary Jane Howard PSI Senior Vice President (Executive Officer) Sara Hass PSI Senior Vice President (Executive Officer) John Reyes PSI Senior Vice President (Executive Officer)
Name of Director or Employer/Address/Nature Executive Officer of PSI of Business Current Position - ------------------------ ----------------------- ---------------- Robert J. Abernethy American Standard President (Director) Development Company; Self Storage Management Company 5221 West 102nd Street Los Angeles, CA 90045 Developer and operator of mini-warehouses Dann V. Angeloff The Angeloff Company President (Director) 727 West Seventh Street Suite 331 Los Angeles, CA 90017 Corporate financial advisory firm William C. Baker Carolinas Restaurant President (Director) Enterprises, Inc. 3 Lochmoor Lane Newport Beach, CA 92660 Franchisee of Red Robin International Inc. Uri P. Harkham The Jonathan Martin President (Director) Fashion Group 1157 South Crocker Street Los Angeles, CA 90021 Designer, manufacturer and marketer of women's clothing Harkham Properties Chairman of the Board 1157 South Crocker Street Los Angeles, CA 90021 Real estate Berry Holmes Private investor (Director) 11580 Hillcrest Street Loma Linda, CA 92354 Michael M. Sachs Westrec Properties, Inc. President (Director) 16633 Ventura Boulevard 6th Floor Encino, CA 91436-1835 Developer and operator of recreational properties
To the knowledge of PSI, all of the foregoing persons are citizens of the United States except Uri P. Harkham, who is a citizen of Australia. During the last five years, neither PSI nor, to the best knowledge of PSI, any executive officer, director or person controlling PSI, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order 2 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION ------------------------------------------------- As of November 14, 1995, PSI owned a total of 465,900 Shares, for which it paid an aggregate purchase price (including commissions) of $772,666.50. All funds used to purchase such Shares were obtained from PSI's working capital. ITEM 4. PURPOSE OF TRANSACTION ---------------------- PSI acquired the Shares reported hereby for investment purposes. PSI intends to review its investment in the Issuer on a continuing basis and may, at any time, consistent with PSI's obligations under the federal securities laws, determine to increase or decrease its ownership of Shares through purchases or sales of Shares in the open market or in privately-negotiated transactions. Such determination will depend on various factors, including the Issuer's business prospects, other developments concerning the Issuer, general economic conditions, money and stock market conditions, and any other facts and circumstances which may become known to PSI regarding its investment in the Issuer. At this time, PSI intends to continue to purchase Shares in the open market or in privately negotiated transactions. In October and November 1995, representatives of PSI have had various discussions with representatives of Issuer relating to possible corporate transactions, including a merger of Issuer and PSI, a transfer of commercial properties by PSI to Issuer, an infusion of capital by PSI into Issuer and employment arrangements with the principal executive officers of Issuer. There are no agreements, arrangements or understandings between PSI and Issuer as to any such transaction. Except as set forth above, PSI has no present plans or proposals which relate to or would result in (i) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer; (ii) a sale or transfer of a material amount of assets of the Issuer; (iii) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (iv) any material change in the present capitalization or dividend policy of the Issuer; (v) any other material change in the Issuer's business or corporate structure; (vi) changes in the Issuer's charter or bylaws or other actions which may impede the acquisition of control of the Issuer by any person; (vii) any class of securities of the Issuer being delisted from a national securities exchange or ceasing to be quoted in an inter-dealer quotation system of a registered national securities association; (viii) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (ix) any action similar to any of those described above. However, PSI retains its rights to modify its plans with respect to the transactions described in this Item 4, to acquire or dispose of securities of the Issuer and to formulate plans and proposals which could result in the occurrence of any such events, subject to applicable laws and regulations. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER ------------------------------------ (a) As of November 14, 1995, PSI owned 465,900 Shares, which constitute approximately 5.13% of the total number of Shares outstanding on November 14, 1995. (b) PSI has the sole power to vote and the sole power to dispose all of the 465,900 Shares owned by it. (c) During the 60-day period ending on November 14, 1995, PSI purchased the number of Shares in the transactions on the transaction dates and at the prices per Share (not including commissions) set forth below: 3
Transaction Date No. of Shares Purchased Price Per Share Type of Transaction - ---------------- ----------------------- --------------- ------------------- 10/18/95 200 $ 1.75 open market 10/18/95 22,100 1.875 open market 11/07/95 10,700 1.75 open market 11/10/95 14,900 1.75 open market 11/14/95 3,000 1.75 open market 11/14/95 15,000 1.875 open market
To the best of PSI's knowledge, except as disclosed herein, PSI does not have beneficial ownership of any Shares as of November 14, 1995 and has not engaged in any transaction in any Shares during the 60-day period ending November 14, 1995. (d) Except as disclosed herein, no other person is known to PSI to have the right to receive or the power to direct receipt of distributions from, or the proceeds for the sale of, the Shares beneficially owned by PSI. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT SECURITIES OF THE ISSUER ------------------------ Except as disclosed herein, to the best knowledge of PSI, there are at present no contracts, arrangements, understandings or relationships (legal or otherwise) between PSI and any person with respect to any securities of the Issuer, including but not limited to, transfer or voting of any of the securities of the Issuer, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS -------------------------------- (a) None 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: November 22, 1995 PUBLIC STORAGE, INC. By: /s/ Ronald L. Havner, Jr. ------------------------------------- Name: Ronald L. Havner, Jr. Title: Senior Vice President and Chief Financial Officer 4 -----END PRIVACY-ENHANCED MESSAGE-----