-----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, BWNt52IJp0SNWtV+aNAMyAodFc6Fhl8sLk8cNTZPx0Z9/nS8/aJVotceP8fGkpnX XTGVFPh9z744NeCW3Lbrng== 0000945323-96-000004.txt : 19960119 0000945323-96-000004.hdr.sgml : 19960119 ACCESSION NUMBER: 0000945323-96-000004 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19960118 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-43183 FILM NUMBER: 96505065 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: BLACK BEAR REALTY LTD CENTRAL INDEX KEY: 0000945323 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: OH FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 7001 CENTER STREET CITY: MENTOR STATE: OH ZIP: 44060 BUSINESS PHONE: 216-951-1111 MAIL ADDRESS: STREET 1: 7001 CENTER STREET CITY: MENTOR STATE: OH ZIP: 44060 SC 13D/A 1 BLACK BEAR REALTY, LTD. SC 13D/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities and Exchange Act of 1934 (Amendment No. 5)* American Industrial Properties REIT - ------------------------------------------------------------------------------- (Name of Issuer) Shares of Beneficial Interest - ------------------------------------------------------------------------------- (Title of Class of Securities) 026791-10-3 - ------------------------------------------------------------------------------- (CUSIP Number) Marc C. Krantz, Kohrman Jackson & Krantz, 1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204 - ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) January 10, 1996 - ------------------------------------------------------------------------------- (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 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). 2 SCHEDULE 13D CUSIP NO. 026791-10-3 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Black Bear Realty, Ltd. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 860,800 ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 860,800 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 860,800 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.5% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 - -------------------------------------------------------------------------------
3 SCHEDULE 13D CUSIP NO. 026791-10-3 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Richard M. Osborne Trust - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF,PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Ohio - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 25,000 ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 25,000 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than one percent - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* 00 - -------------------------------------------------------------------------------
4 SCHEDULE 13D CUSIP NO. 026791-10-3 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Christopher L. Jarratt - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 25,000 ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 25,000 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 25,000 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than one percent - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------
5 SCHEDULE 13D CUSIP NO. 026791-10-3 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Jarratt Associates, Inc. - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x] (b) [ ] - ------------------------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* - ------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Tennessee - ------------------------------------------------------------------------------- NUMBER OF 7 SOLE VOTING POWER SHARES 0 ------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY ------------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 ------------------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ] - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO - -------------------------------------------------------------------------------
6 CUSIP No. 026791-10-3 Pursuant to Rule 13d-1(f)(1), this Amendment No. 5 to Schedule 13D Statement is filed jointly on behalf of the Richard M. Osborne Trust (the "Trust"), Black Bear Realty, Ltd., an Ohio limited liability company (the "Fund"), Christopher L. Jarratt of Nashville, Tennessee (the Fund, Mr. Jarratt, and the Trust are sometimes referred to as the "Purchasers"), and Jarratt Associates, Inc., a Tennessee corporation ("Jarratt Associates"). Item 2. Identity and Background. Item 2 is amended and supplemented as follows: (a) The additional person filing this Amendment No. 5 to Schedule 13D statement is the Richard M. Osborne Trust. Richard M. Osborne, the sole managing member of the Fund, is the sole trustee of the Trust. (b) The address of the Trust is 7001 Center Street, Mentor, Ohio 44060. (c) The Trust was established by Mr. Osborne for estate planning purposes. (d) Negative with respect to the Trust. (e) Negative with respect to the Trust. (f) The Trust is a trust organized under the laws of the State of Ohio. Item 3. Source and Amount of Funds or Other Consideration. Item 3 is amended and supplemented as follows: The shares of beneficial interest, $0.10 par value per share (the "Shares"), of American Industrial Properties REIT, a Texas equity real estate investment trust ("American Industrial"), reported herein as having been acquired by the Trust were acquired by the Trust for the approximate aggregate purchase price of $47,000. The Trust paid for such Shares from personal funds contributed to the Trust by Mr. Osborne. 7 CUSIP No. 026791-10-3 Item 4. Purpose of Transaction. Item 4 is amended and supplemented as follows: Reference is hereby made to (i) that certain letter dated January 10, 1996, from Charles W. Wolcott, President and CEO of American Industrial, to Mr. Osborne, attached hereto as Exhibit 7.9 and (ii) that certain letter dated January 10, 1996, from the Fund to the Board of Trust Managers of American Industrial, attached hereto as Exhibit 7.10. Item 5. Interest in Securities of the Issuer. Item 5 is amended and supplemented as follows: (a) According to the most recently available filing with the Securities and Exchange Commission by American Industrial, there are 9,075,400 Shares outstanding. The Trust owns 25,000 Shares, or less than 1% of the outstanding Shares. As sole trustee of the Trust, Mr. Osborne may be deemed to beneficially own such 25,000 Shares. As sole managing member of the Fund, Mr. Osborne may be deemed to beneficially own the 860,800 Shares previously reported as being owned by the Fund. Mr. Osborne may be deemed to beneficially own the Shares owned by the Trust and the Shares owned by the Fund for a total of 885,800 Shares, or approximately 9.8% of the Shares outstanding. Mr. Jarratt, Jarratt Associates, the Fund and the Trust may be deemed members of a group under section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") as a result of (i) the ownership of Shares by Mr. Jarratt, the Trust, and the Fund; (ii) the agreement between the Fund and Jarratt Associates, which is described in the original Schedule 13D filed by the Fund, Mr. Jarratt, and Jarratt Associates on September 1, 1995 and attached as Exhibit 7.2 thereto; and (iii) Mr. Osborne being sole trustee of the Trust and sole managing member of the Fund. Solely for purposes of the Exchange Act, the Purchasers may be deemed, as members of a group, to beneficially own 910,800 Shares, or approximately 10% of the outstanding Shares. None of Mr. Osborne, the Trust or the Fund have any ownership interest, beneficial or otherwise, in the Shares owned by Mr. Jarratt. (b) Mr. Osborne as sole trustee of the Trust has the sole power to vote, or direct the voting of, and the sole power to dispose, or to direct the disposition of, the 25,000 Shares owned by the Trust. (c) During the past 60 days, the Trust has purchased Shares in open market transactions as set forth below: 8 CUSIP No. 026791-10-3 Date Number of Shares Approximate Per Share Price ------ ------------------ (Excluding Commissions) ---------------------------- December 28, 1995 24,900 $1.87 December 29, 1995 1,000 $2.00
Item 7. Material to be Filed as Exhibits. Exhibit 7.8 -- Joint Filing Agreement Exhibit 7.9 -- Letter dated January 10, 1996, from Charles W. Wolcott, President and CEO of American Industrial, to Mr. Osborne Exhibit 7.10 -- Letter dated January 10, 1996, from the Fund to the Board of Trust Managers of American Industrial 9 CUSIP No. 026791-10-3 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: January 17, 1996 BLACK BEAR REALTY, LTD. By: /s/ Richard M. Osborne ------------------------- Richard M. Osborne Managing Member RICHARD M. OSBORNE TRUST /s/ Richard M. Osborne ------------------------ Richard M. Osborne Trustee 10 CUSIP No. 026791-10-3 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: January 17, 1996 JARRATT ASSOCIATES, INC. /s/ Christopher L. Jarratt ---------------------------- Christopher L. Jarratt President /s/ Christopher L. Jarratt ---------------------------- Christopher L. Jarratt 11 Exhibit Index Exhibit 7.8 -- Joint Filing Agreement Exhibit 7.9 -- Letter dated January 10, 1996, from Charles W. Wolcott, President and CEO of American Industrial, to Mr. Osborne Exhibit 7.10 -- Letter dated January 10, 1996, from the Fund to the Board of Trust Managers of American Industrial
EX-7.8 2 BLACK BEAR REALTY, LTD. EX-7.8 EXHIBIT 7.8 AGREEMENT OF JOINT FILING Pursuant to Rule 13d-1(f) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned persons hereby agree to file with the Securities and Exchange Commission, the Statement on Schedule 13D (the "Statement") to which this Agreement is attached as an exhibit, and agree that such Statement, as so filed, is filed on behalf of each of them. This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall be deemed to constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement. Dated: January 17, 1996 BLACK BEAR REALTY, LTD. By: /s/ Richard M. Osborne ------------------------ Richard M. Osborne Managing Member RICHARD M. OSBORNE TRUST /s/ Richard M. Osborne -------------------------- Richard M. Osborne Trustee JARRATT ASSOCIATES, INC. By: /s/ Christopher L. Jarratt --------------------------------- Christopher L. Jarratt, President /s/ Christopher L. Jarratt -------------------------- Christopher L. Jarratt EX-7.9 3 BLACK BEAR REALTY, LTD. EX-7.9 Exhibit 7.9 AMERICAN INDUSTRIAL PROPERTIES REIT January 10, 1996 A Member of the Via Facsimile National Mr. Richard M. Osborne Black Bear Realty, Ltd. Association 7001 Center Street Mentor, Ohio 44060 of Real Estate Investment Dear Rick: Trusts, Inc. We are in receipt of your letter dated December 26, 1995 in which Black Bear Realty made certain proposals to American Industrial Properties REIT (the "Trust"). The Trust has recently engaged EVEREN Securities to review Black Bear's proposal. In order to give EVEREN and the Trust adequate time to evaluate Black Bear's proposal, we request that your offer remain open until 5:00 p.m. Dallas time on January 24, 1996. We are unable to fully evaluate the merits of Black Bear's offer by your stated deadline of January 10, 1996. Please advise us in writing by 5:00 p.m. Dallas time on January 10, 1996 as to whether Black Bear agrees to the extension of the offer. In addition, our review of the share transfer records of the Trust has revealed that you may own shares in the Trust in excess of the ownership restrictions in the Trust's Bylaws. Accordingly, pursuant to Section 9.3 of the Trust's Bylaws, we request that you advise us in writing regarding all of the shares in the Trust that you own (directly or indirectly). Very truly yours, AMERICAN INDUSTRIAL PROPERTIES REIT /S/Charles W. Wolcott --------------------- Charles W. Wolcott President and CEO cc: William H. Bricker Bryan L. Goolsby 8220 North Beltline Suite 206 Irving, Texas 75063-2656 (214)550-8083 Fax (214) 550-6037 EX-7.10 4 BLACK BEAR REALTY, LTD. EX-7.10 Exhibit 7.10 BLACK BEAR REALTY, LTD. 7001 Center Street Mentor, Ohio 44060 January 10, 1996 Via Facsimile and Regular Mail Board of Trust Managers American Industrial Properties REIT 6220 North Beltline, Suite 205 Irving, Texas 75063 Attention: Mr. Charles W. Wolcott Mr. William H. Bricker Gentlemen: In response to today's letter from Mr. Wolcott to me, Black Bear Realty, Ltd. (the "Fund") hereby extends the offer contained in its December 26, 1995 letter to the American Industrial Board of Trust Managers until 5:00 p.m. Cleveland, Ohio time on January 24, 1996. After that time, the offer will become null and void. As you know, I and my legal advisors are available to meet with you prior to that time to discuss our proposals in further detail. Mr. Wolcott's letter also requests advice in writing regarding all of the shares in American Industrial that I own directly or indirectly. In all my purchases of American Industrial shares, I have always observed the limits that are contained in the company's Bylaws. In early January, I, individually, purchased 25,000 shares of American Industrial. With this purchase, and the shares previously purchased by the Fund, I beneficially own 9.8% of the shares of American Industrial, as expressly permitted by the Bylaws. Neither I nor the Fund own any additional shares of American Industrial, directly or indirectly. As you are aware, Christopher Jarratt, a minority member of the Fund, also owns American Industrial shares. I would point out that, for purposes of the Bylaws, Mr. Jarratt's ownership of American Industrial shares can not be combined with my or the Fund's shares because neither I nor the Fund have any ownership interest, beneficial or otherwise, in the shares owned by Mr. Jarratt. Moreover, neither I nor the Fund would be deemed to "constructively" own any of Mr. Jarratt's shares under the Internal Revenue Code. The Fund's and my limiting of our purchases to 9.8% of American Industrial shares does not mean that we agree that the Bylaw provisions are enforceable. As I have indicated previously, the Fund may, but has no present plans or proposals for, challenging the legality of the imposition of the 9.8% limit. 2 Black Bear Realty, Ltd. - ------------------------------------------------------------------------------- Board of Trust Managers January 10, 1996 Page 2 I trust this answers your inquiry. We will be filing an amended Schedule 13D (to which this letter will be attached) to disclose the extension of the offer. For the benefit of all American Industrial shareholders, I look forward to continuing to work with you to reach a successful conclusion of the proposed transaction. Very truly yours, BLACK BEAR REALTY, LTD. By:/s/Richard M. Osborne ---------------------- Richard M. Osborne Managing Member /rmo -----END PRIVACY-ENHANCED MESSAGE-----