-----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, DMNXbxtnhuWqc7AE57L+6zysHB9smlVLs/p5CjPLw83P/gF577zr/f9XCWHSUeIm 0lGtch8tTWtUbYzTxMeGIA== 0000945323-95-000011.txt : 19960102 0000945323-95-000011.hdr.sgml : 19960102 ACCESSION NUMBER: 0000945323-95-000011 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19951229 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: 95606201 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. 4)* 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) December 26, 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 [ ]. (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 CUSIP No. 026791-10-3 Pursuant to Rule 13d-1(f)(1), this Amendment No. 4 to Schedule 13D Statement is filed jointly on behalf of Black Bear Realty, Ltd., an Ohio limited liability company (the "Fund"), Christopher L. Jarratt of Nashville, Tennessee (the Fund and Mr. Jarratt are sometimes referred to as the "Purchasers"), and Jarratt Associates, Inc., a Tennessee corporation ("Jarratt Associates"). Item 4. Purpose of Transaction. Item 4 is amended and supplemented by the following: Reference is hereby made to that certain letter dated December 26, 1995, from the Fund to the Board of Trust Managers of American Industrial Properties REIT (the "December 26, 1995 Letter"), attached hereto as Exhibit 7.7. Item 7. Material to be Filed as Exhibits. Exhibit 7.6 -- Joint Filing Agreement Exhibit 7.7 -- December 26, 1995 Letter 3 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: December 29, 1995 BLACK BEAR REALTY, LTD. /s/ Richard M. Osborne ----------------------------------- Richard M. Osborne, Managing Member 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: December 29, 1995 /s/ Christopher L. Jarratt -------------------------------- Christopher L. Jarratt JARRATT ASSOCIATES, INC. /s/ Christopher L. Jarratt --------------------------------- Christopher L. Jarratt, President 4 Exhibit Index Exhibit 7.6 -- Joint Filing Agreement Exhibit 7.7 -- December 26, 1995 Letter
EX-7.6 2 BLACK BEAR REALTY, LTD. EX-7.6 EXHIBIT 7.6 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: December 29, 1995 BLACK BEAR REALTY, LTD. By: /s/ Richard M. Osborne ------------------------------------ Richard M. Osborne, Managing Member /s/ Christopher L. Jarratt --------------------------------------- Christopher L. Jarratt JARRATT ASSOCIATES, INC. By: /s/ Christopher L. Jarratt ----------------------------------- Christopher L. Jarratt, President EX-7.7 3 BLACK BEAR REALTY, LTD. EX-7.7 1 EXHIBIT 7.7 BLACK BEAR REALTY, LTD. 7001 Center Street Mentor, Ohio 44060 December 26, 1995 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: On behalf of Black Bear Realty, Ltd. (the "Fund"), I would like to take this opportunity to confirm the proposals previously made to both of you, as well as the proposal I made at the recent annual meeting of shareholders of American Industrial Properties REIT (the "Trust"). I believe that the Fund's proposals will enable the Fund to make a significant contribution, along with current management of the Trust, to grow the Trust and restore it to profitability. The Fund proposes the following transactions: 1. The Fund would be permitted to purchase up to 30% of the outstanding shares of beneficial interest of the Trust, including the approximately 925,000 authorized but unissued shares of the Trust. The Fund would pay to the Trust $3.00 per share for the authorized but unissued shares. The $3.00 per share represents an approximate 60% premium over the current market price of the Trust's stock. The stock purchase by the Fund would result in an immediate equity infusion into the Trust of approximately $2.8 million. The Fund would purchase the remaining shares, up to the 30% limit, in open-market or privately-negotiated transactions with Trust shareholders. Whether the Fund would exercise its right to acquire up to 30% of the outstanding shares would depend on future market conditions and developments with respect to the Trust. The Fund will not purchase shares that in any manner would jeopardize the Trust's status as real estate investment trust under the Internal Revenue Code. 2 Black Bear Realty, Ltd. - ----------------------------------------------------------------------------- Board of Trust Managers December 26, 1995 Page 2 To enable the Fund to acquire the shares, the Fund requests that the Board of Trust Managers of the Trust exercise its discretionary authority to exempt the Fund from the 9.8% limit set forth in Article IX of the Trust's Bylaws. 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. In exchange for the Fund's substantial commitment to the Trust, the current members of the Board will increase the size of the Board to 5 and elect me and two nominees selected by the Fund as members of the Board. I would be named Chairman of the Board, and I, along with the current members of the Board, would be empowered to negotiate with Manufacturers Life Insurance Company regarding the Trust's outstanding debt and pending lawsuit. I would not take any compensation as Chairman of the Board, other than the standard compensation paid to all members of the Board. 3. The Trust would enter into employment agreements with Charles W. Wolcott, President and Chief Executive Officer, and Marc A. Simpson, Chief Financial Officer. The agreements would be typical of similar agreements in the REIT industry and would be designed to more closely align the interests of the Trust's two most senior executives with shareholder performance. As part of the employment agreements, the Fund would enter into definitive written agreements to grant (a) to Mr. Wolcott an option for up to 15% of the Trust's shares owned by the Fund on the date of the grant, exercisable for five years, at $3.00 per share, and (b) to Mr. Simpson an option for up to 5% of the Trust's shares owned by the Fund on the date of the grant, exercisable for five years, at $3.00 per share. Because the option is being granted by the Fund, and not the Trust itself, no other Trust shareholder will suffer any dilution as a result of the option. 4. As I indicated at the recent annual meeting of the Trust, the Fund would be willing to pay up to $75,000 to have an MAI appraisal done of the Trust's properties for the current year. I believe the appraisal would be a benefit to all Trust shareholders because it would provide them with a current market evaluation of the properties and enable us to formulate a strategic plan to commence the growth of the Trust. The proposals contained in this letter are not subject to any due diligence or financing contingencies or settlement of the Manufacturers Life lawsuit. 3 Black Bear Realty, Ltd. - ----------------------------------------------------------------------------- Board of Trust Managers December 26, 1995 Page 3 I am certain that you can appreciate that with firm proposals of this kind, time is of the essence. Consequently, the Fund requests that you respond to its offer no later than 5:00 Cleveland, Ohio time on January 10, 1996. After that time, the proposals contained herein will become null and void. Of course, I and my legal advisors are available to meet with you prior to that time to discuss our proposals in further detail. Because of the significance of the proposals that the Fund is making, this letter will be filed with the Securities and Exchange Commission. I look forward to working with both of you to complete the proposals outlined in this letter, and to the resulting opportunity they will provide to the Trust. Very truly yours, BLACK BEAR REALTY, LTD. /s/ Richard M. Osborne ----------------------------------- Richard M. Osborne, Managing Member -----END PRIVACY-ENHANCED MESSAGE-----