-----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, lg91zjzDB4rsvreH013B58K5aoa7tn+vf0FOtdJFglamiBEu5Yf2u4mCUxlshjhL Fj2glhqB1eDLZaL6kssLWw== 0000950117-94-000095.txt : 19940426 0000950117-94-000095.hdr.sgml : 19940426 ACCESSION NUMBER: 0000950117-94-000095 CONFORMED SUBMISSION TYPE: DEFC14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19940425 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: DEFC14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09016 FILM NUMBER: 94524054 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: DEFC14A 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 DEFC14A 1 AMHOLD DEFC14A, 4/21/94 ________________________________________________________________________________ SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934 ------------------------ Filed by the Registrant [ ] Filed by a Party other than the Registrant [x] Check the appropriate box: [ ] Preliminary Proxy Statement [X] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to SS240.14a-11(c) or SS240.14a-12 ------------------------ AMERICAN INDUSTRIAL PROPERTIES REIT (NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) ------------------------ AMERICAN HOLDINGS, INC. (NAME OF PERSON(S) FILING PROXY STATEMENT) ------------------------ Payment of Filing Fee (Check the appropriate box): [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2). [X] $125 FEE PAID WITH FILING OF PRELIMINARY MATERIAL [ ] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-6(i)(3). [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. ------------------------ (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11.1 (4) Proposed maximum aggregate value of transaction: - ------------ 1 Set forth the amount on which the filing fee is calculated and state how it was determined. ------------------------ [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. ------------------------ (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: ________________________________________________________________________________ APRIL 21, 1994 FELLOW SHAREHOLDERS OF AMERICAN INDUSTRIAL PROPERTIES REIT (THE 'TRUST') VOTE AGAINST THE MERGER! MANAGEMENT OWNS FEW SHARES American Holdings, Inc. ('AmHold') owns over 720,000 Trust Shares. Mr. Wolcott owns only 15,500. We ask you, how much confidence does this show in his alleged growth plan for the Trust? This disparity in ownership, in our view, adds up to over 700,000 reasons to believe that AmHold shares your interests more than Mr. Wolcott does. In 1993, the Trust cancelled the dividend for shareholders but gave Mr. Wolcott a $50,000 bonus. Not a bad return on his 15,500 shares. LONG SUFFERING SHAREHOLDERS Mr. Wolcott says that AmHold's interests are different from 'long standing shareholders'. We call shareholders who have seen share prices drop in the market from $15.00 per share in 1985 to a low of $1.625 per share in 1994 not only long standing but long suffering. We are like any other Trust Shareholder -- we seek a reasonable return for our investment. We believe that the dilution from any proposed recapitalization will wipe out any potential for increasing stock values for us and other current shareholders no matter how long all of us hold the Shares. VERY LOW PRICES Mr. Wolcott disparages AmHold for purchasing Trust Shares at 'very low prices'. But aren't these the same very low prices at which he is willing to sell Shares to new equity investors who according to him cannot invest in 'low value stock' like American Industrial? LOW VALUE STOCKS Mr. Wolcott describes American Industrial as a 'low value stock' and he should know. As an executive officer of the Trust for every year since 1986 (except 1992) he has seen the market price drop from a high of $15.375 per share in 1986 to a low in 1994 of $1.625 per share. We believe that artificially increasing the stock price by a reverse stock split will mean raising new equity on terms that are unfavorable to current shareholders and causing pre-split shares to remain 'low value stock'. Mr. Wolcott claims that he has been working hard to recapitalize the Trust. We ask him to disclose to shareholders the terms that have been discussed and the terms that management is willing to consider. WE BELIEVE THAT THE PROPOSED RECAPITALIZATION IS NOT A PRESCRIPTION FOR GROWTH BUT A COVER-UP OF PAST LOSSES. THE COVER UP In a letter dated March 31, 1994, we asked the Trust to provide shareholders with the year-end summary report of appraised values of its properties as required by the Trust's By-laws. The Trust responded on April 4, 1994 by amending the By-laws to delete the requirement for such appraisals effective January 1, 1994. In our opinion, the appraisals are a valuable tool for shareholders to assess the potential for growth and the basis for any future financing. We believe the report was deleted because it would expose the folly of the alleged plan for growth. WHAT PLAN? We have reviewed all the materials sent by management to shareholders announcing the alleged plan for growth. What plan? Nothing concrete has been offered. How much money will be raised? On what terms? What kind of properties will be acquired? And from whom? We believe management has tried to disassociate itself from the past and to pose as new management. WHAT NEW MANAGEMENT? We asked before and we ask again. What new management? Two of the proposed directors have been with the Trust for most of its history -- Mr. Bricker since 1985 and Mr. Wolcott since 1986 (except for 1992). Mr. Wolcott has served the Trust as an executive officer in every year since 1986 except 1992. During the Wolcott years, book value per share has dropped from $12.15 to $3.18 and market value has dropped from a high of $15.375 per share in 1986 to a low of $1.625 per share in 1994. VOTE AGAINST THE MERGER! Vote against the Merger on the BLUE PROXY card enclosed. Remember, AmHold does not seek control. It seeks your vote only to defeat a proposal we believe does not serve any shareholder interest. If you have executed management's white proxy card, you have every right to change your vote by signing, dating and returning the enclosed BLUE PROXY card. Only your latest dated proxy will count at the Meeting. Any proxy, including the proxy solicited hereby, may be revoked at any time before it is voted by (i) submitting a duly executed proxy bearing a later date to the Secretary of Trust or AmHold (ii) filing with the Secretary of the Trust a written revocation or (iii) attending and voting at the Meeting in person. I M P O R T A N T IF YOUR SHARES ARE HELD IN 'STREET NAME' ONLY YOUR BANK OR BROKER CAN VOTE YOUR SHARES, AND ONLY UPON RECEIPT OF YOUR SPECIFIC INSTRUCTIONS. PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THEM TO EXECUTE A BLUE PROXY AS SOON AS POSSIBLE. IF YOU HAVE ANY QUESTIONS OR NEED FURTHER ASSISTANCE IN VOTING, PLEASE CALL PAUL O. KOETHER, OF AMERICAN HOLDINGS, INC., COLLECT AT (908) 766-7220, OR JOHN W. GALUCHIE, JR., OF AMERICAN HOLDINGS, INC., COLLECT AT (908) 234-9220, OR OUR PROXY SOLICITOR: BEACON HILL PARTNERS, INC. 90 BROAD STREET NEW YORK, NEW YORK 10004 (212) 742-1318 EX-99 2 PROXY CARD AMERICAN INDUSTRIAL PROPERTIES REIT THIS PROXY IS SOLICITED BY AMERICAN HOLDINGS, INC. SPECIAL MEETING MAY 10, 1994 The undersigned hereby appoints PAUL O. KOETHER and JOHN W. GALUCHIE, JR., or either of them, as Proxies, each with the power to appoint his substitute, and hereby authorizes either of them to represent and to vote all of the undersigned's Shares of Beneficial Interest in the Trust, held of record on March 4, 1994, at the Special Meeting of Shareholders to be held on May 10, 1994 or at any postponements or adjournments thereof, on P the proposals below, as directed. R O This Proxy, when properly executed, will be voted in the manner X described above. If no direction is made, this Proxy will be voted AGAINST Y the first proposal and at the discretion of the Proxies with respect to the second proposal. Please sign exactly as your name appears on your Share certificate. When Shares are held in more than one name, all parties should sign. When signing as attorney, executor, administrator, trustee or guardian, please give full title as such. If a corporation, please sign in full corporate name by an authorized officer. If a partnership, please sign in partnership name by an authorized person. SEE REVERSE SIDE X Please mark your votes as in this example.
FOR AGAINST ABSTAIN 1. The adoption and approval of the merger agreement and the merger thereunder of [ ] [ ] [ ] American Industrial Properties REIT (the 'Trust') with and into a Maryland corporation which is a wholly-owned subsidiary of the Trust. 2. In their discretion, on such other matters as may properly come before the special [ ] [ ] [ ] meeting or any postponements or adjournments thereof.
Signature of Shareholder Date Signature if Shares held Date in more than one name PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED ENVELOPE.
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