-----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, s7JZN/fl+NAlIfBkTBsS2FXF3YKi2+izgxd1vt5vgJ9TF90n1ZnLsR46pvQ8Pwyb UJoF18s9i5tYoRxNEWuzLg== 0000950117-94-000240.txt : 19941019 0000950117-94-000240.hdr.sgml : 19941019 ACCESSION NUMBER: 0000950117-94-000240 CONFORMED SUBMISSION TYPE: DEFC14A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941018 SROS: NONE 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: 94553851 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, 10/17/94 SCHEDULE 14A (RULE 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. ) Filed by the registrant [ ] Filed by a party other than the registrant [X] Check the appropriate box: [ ] Preliminary proxy statement [ ] Definitive proxy statement [ ] Definitive additional materials [X] Soliciting material pursuant to Rule 14a-11(c) or Rule 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 Rule 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(j)(2). [X] $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:* - -------------------------------------------------------------------------------- (4) Proposed maximum aggregate value of transaction: - -------------------------------------------------------------------------------- [X] 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: $500.00 - -------------------------------------------------------------------------------- (2) Form, schedule or registration statement no.: PREC 14A - -------------------------------------------------------------------------------- (3) Filing party: AMERICAN HOLDINGS, INC. - -------------------------------------------------------------------------------- (4) Date filed: 10/11/94 - -------------------------------------------------------------------------------- * Set forth the amount on which the filing fee is calculated and state how it was determined. AMERICAN HOLDINGS, INC. ('AMHOLD')* (A PUBLIC CORPORATION LISTED ON NASDAQ) INFORMATION ABOUT THE ANNUAL MEETING OF AMERICAN INDUSTRIAL PROPERTIES REIT (THE 'TRUST') AND THE TRUST'S PROXY STATEMENT This Proxy Statement and the enclosed proxy card is being sent on or about October 18, 1994, in connection with the annual meeting being held by the Trust at 9:00 a.m., Dallas time, November 21, 1994 at Texas Commerce Tower, East Room -- 40th Floor, 2200 Ross Avenue, Dallas, Texas 75201 (the 'Meeting'). At the Meeting, management proposes to seek the election of its nominees as the three Trust Managers and the ratification of Ernst & Young as the independent auditor for the Trust. AmHold is seeking to remove all the current Trust Managers and to elect its own nominees in opposition to current management. AmHold takes no position relative to Ernst & Young. In reliance upon Rule 14a-5(c) of the Securities and Exchange Act of 1934**, reference is made to the proxy statement dated October 7, 1994 which was sent to each of you by the Trust for a full description of management's proposals, as well as information with respect to the number of shares eligible to vote at the Meeting, the quorum, the record date, the securities ownership of the Trust, information about the Trust's officers and Trust Managers, including compensation, and the date by which shareholders must submit proposals for inclusion in the next annual meeting. Please read the following material with care because we believe the Trust's future depends on your vote and we urge you to vote for our proposals to remove all current Trustees and to elect our nominees as Trust Managers. (See 'Required Vote and Manner of Voting'). Even if you have executed management's white proxy card, you can change your vote by signing, dating and returning the enclosed blue proxy card. Any proxy, including one we hold, can be revoked. (See 'Revocation of Proxies'). - ------------------ * Additional information about AmHold, the names of its officers, directors and controlling stockholders and their ownership interests is presented on Schedule I of this Proxy Statement. Information about AmHold's nominees is provided under the heading 'Election of Trust Managers'. ** Rule 14a-5(c) provides that 'any information contained in any other proxy soliciting material which has been furnished to each person solicited in connection with the same meeting or subject matter may be omitted from the proxy statement, if a clear reference is made to the particular document containing such information. PROPOSAL 1 REMOVAL OF TRUST MANAGERS AmHold recommends that you vote to remove all the current Trust Managers, William H. Bricker, Charles W. Wolcott, George Jenkins and Raymond A. Hay. Mr. Jenkins has previously announced that he intends to resign on the day of the Annual Meeting but he is not bound to do so. Trust Managers can be removed by the affirmative vote of a majority of the outstanding Shares (4,537,701). If the Trust Managers are removed, as we believe they should be, Messrs. Bricker and Wolcott would no longer be entitled to the favorable status accorded standing Trust Managers in the election. Standing Trustees can be re-elected by a majority vote of all outstanding Trust Shares; whereas successor Trustees, such as AmHold's nominees (and Mr. Hay), must receive the vote of two-thirds (2/3) of the outstanding Trust Shares. By voting to remove the current Trust Managers, in our view, you will assure that the same rules will apply to all candidates. We believe that a vote to remove the Trust Managers will also send a very powerful message to the incumbents and whoever succeeds them, our nominees included, that you are fed up with the operation of this Trust which has led to losses in each year since 1987 and apparently is headed for another. Meanwhile, salaries are increased and bonuses are distributed to management. We seek to remove the current Trust Managers because we believe the Trust's performance under their leadership has been dismal and has brought the Trust to the brink of bankruptcy. We urge you to vote yes on Proposal 1 to remove all current Trust Managers. PROPOSAL 2 It is time for a change. AmHold recommends that you elect its nominees to replace what AmHold believes is a failed management team. Pursuant to the Trust's By-laws, AmHold's nominees, if elected, will reduce the number of Trust Managers from four to three eliminating any vacancy created as a result of such election. ELECTION OF TRUST MANAGERS Three Trust Managers will be elected at the Meeting. Each will serve until the next annual meeting or until a successor is elected. The affirmative vote of two-thirds (2/3) of the outstanding Shares entitled to vote (6,050,267) is required to elect each of the AmHold nominees. The biographical data, including age, principal occupation or employment, and other affiliations and business experience of each nominee during the last five years follows: 2 PAUL O. KOETHER, age 58, is principally engaged in the following businesses: (i) as Chairman since April 1988, President since April 1989, a director since March 1988 of AmHold, and for more than five years as the Chairman and President of Sun Equities Corporation ('Sun'), a private, closely-held corporation which is AmHold's principal stockholder; (ii) as Chairman and director since July 1987 and President since October 1990 of Kent Financial Services, Inc. ('Kent') which engages in various financial services, including the operation of a retail brokerage business through its wholly-owned subsidiary, T.R. Winston & Company, Inc. ('Winston') and the general partner since 1990 of Shamrock Associates, an investment partnership which is the principal stockholder of Kent; (iii) various positions with affiliates of Kent, including Chairman since 1990 and a registered representative since 1989 of Winston and since July 1992, a director of American Metals, Inc., an indirect, majority-owned subsidiary currently seeking to acquire an operating business. Prior to August 1994, Mr. Koether also served as an officer and director of NorthCorp Realty Advisors, Inc., a real estate asset manager. Mr. Koether's business address is 56 Pennbrook Road, Far Hills, New Jersey 07931. TIEMAN H. DIPPEL, age 49, has been the Chairman of the Board and President of Brenham Bancshares, Inc. of Brenham, Texas for more than five years. He also is the Chairman of Dippel-Winston, an affiliate of Winston and the Dippel Venture Capital Corporation and is a partner of Dippel and Alfred partnership, a real estate development partnership. He is a graduate of the College of Business Administration and Law School of the University of Texas. He is a member of numerous civic boards including Blue Cross and Blue Shield of Texas, Inc., Development Board of University of Texas Health Science Center at Houston and Past President of Texas State Chamber of Commerce. Mr. Dippel's business address is 2211 South Day, Suite 401, Brenham, Texas 77833. KENNETH A. BARFIELD, age 38, has been Chairman and President of the Alexander Group, a management, communications and merchant banking consulting firm for more than five years. Since 1992 he has been a director of Fulton Seaboard Resources, Inc., an integrated energy company. His business address is 3200 Red River, Suite 360, Austin, Texas 78705. AmHold has no reason to believe that any of their nominees will not serve if elected, but if any of them should become unavailable to serve as a Trust Manager, and if AmHold designates a substitute nominee, the persons named in the accompanying proxy will vote for the substitute nominees absent contrary instructions in the proxy. There are no arrangements or understandings between the nominees and AmHold or the Trust other than as described in this proxy statement. AmHold urges you to vote FOR each nominee described above. These individuals are committed to take no Trust Managers' fees until the Trust generates positive cash flow from operations. 3 OUR PLAN If elected, the AmHold nominees are pledged to develop alternatives for increasing the equity of the Trust for the benefit of all current Shareholders. Although no definitive proposal has been made, the new Trust Managers would make every effort to restructure the Trust's outstanding debt and to secure equity financing on a basis that would be fair to current Shareholders. AmHold would make further equity investments in the Trust only on the same basis as offered to all other Shareholders. We have no current intention to change the REIT status of the Trust. We believe the current management of the Trust has failed. According to management's own statements, the Trust has been and will continue to be unable to meet its obligations and may be forced to seek protection from its creditors, which, in our view, can only mean that the Trust is teetering on the edge of bankruptcy. We cannot assure that our nominees can turn the situation around or even at this late date prevent the Trust's filing for bankruptcy protection. We can commit that: (1) every act of our nominees will be weighed for its positive effect on shareholders, (2) every deed will be designed to assure fairness to shareholders and (3) every transaction will be analyzed to maximize shareholder values. If bankruptcy is inevitable, we commit to do everything humanly possible to control costs and to maintain equity values. No one can promise more and no one has more economic incentive to deliver on their promises than we do. LET'S TRY TO BLOT OUT THE RED INK TOGETHER. VOTE TO REMOVE THE CURRENT TRUST MANAGERS AND ELECT OUR NOMINEES. WE ARE COMMITTED TO MAXIMIZING SHAREHOLDER VALUES. REQUIRED VOTE AND MANNER OF VOTING Remember, in order to remove the current Trustees one-half of the outstanding Trust Shares (4,537,701) need to vote in favor. To elect our nominees 66-2/3% of the outstanding Trust Shares (6,050,267) need to vote in favor. Valid proxies will be voted as instructed therein, but absent instructions will be voted FOR the removal of the current Trust Managers, FOR the election of AmHold's nominees, abstain from voting on the ratification of Ernst & Young as the Trust's auditors for the 1994 fiscal year and in the discretion of the proxies on any other matter that comes before the Meeting which was not known a reasonable time before the Meeting. Abstentions and broker non-votes (where a nominee holding shares for a beneficial owner has not received voting instructions from the beneficial owner on a particular matter and the nominee does not vote the shares) will be counted in the determination of a quorum, but will otherwise have the effect of voting against Proposals 1 and 2. Therefore, if you want the Trustees removed and our nominees elected, we urge 4 you to sign, date and return the BLUE proxy card in the enclosed envelope. No postage is required if mailed in the United States. SHARES IN STREET NAME If you hold your Trust Shares in the name of a brokerage firm, your broker cannot vote the Shares until the broker receives specific instructions from you. Please contact the party at the brokerage firm responsible for your account to make sure that a proxy is executed for your Trust Shares on the blue proxy card. REVOCATION OF PROXIES If you have executed management's white proxy card before receiving this Proxy Statement, 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 the Trust or to AmHold (ii) filing with the Secretary of the Trust a written revocation or (iii) attending and voting at the Meeting in person. SOLICITATION EXPENSE AmHold will bear the cost of preparing, assembling and mailing the enclosed form of proxy, this proxy statement and other material which may be sent to shareholders in connection with this solicitation. Officers and regular employees of AmHold or its affiliates may solicit proxies by mail, telephone, telegraph and personal interview, for which no additional compensation will be paid. In addition, AmHold has retained Beacon Hill Partners, Inc. to solicit proxies on its behalf. It is anticipated that the cost to AmHold in connection with this solicitation will be approximately $100,000 inclusive of $14,000 payable to Beacon Hill Partners, Inc. AmHold will not seek reimbursement of its expenses from the Trust. Very truly yours, AMERICAN HOLDINGS, INC. 5 IMPORTANT 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. BROKER NON-VOTES HAVE THE SAME EFFECT AS A VOTE AGAINST OUR PROPOSAL TO REMOVE THE TRUSTEES OR ELECT OUR NOMINEES. PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THEM TO EXECUTE A BLUE PROXY CARD AS SOON AS POSSIBLE. IF YOU HAVE ANY QUESTIONS OR NEED FURTHER ASSISTANCE IN VOTING, PLEASE CALL 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 (800) 755-5001 6 SCHEDULE 1 ADDITIONAL INFORMATION ABOUT AMERICAN HOLDINGS, INC. AmHold was engaged in the business of real estate asset management through its majority-owned subsidiary, NorthCorp Realty Advisors, Inc. ('NorthCorp') until August 1994 when it sold its interest in NorthCorp to an unaffiliated party. It currently is seeking to redeploy its assets to another operating business. As of October 10, 1994, AmHold, together with its affiliates and participants in this solicitation, hold 870,000 Trust Shares or approximately 9.6% of the total Trust Shares outstanding. AmHold has no agreements with the Trust or any of its nominees except as expressed in the Proxy Statement. Additionally, none of AmHold's nominees hold any Trust Shares, either directly or indirectly, except for Mr. Koether as described below. DIRECTORS AND EXECUTIVE OFFICERS OF AMERICAN HOLDINGS, INC.
Percentage of indirect ownership voting securities of Name of Person Position and Office Presently Held American Holdings, Inc. - ---------------- ---------------------------------- ----------------------- Paul O. Koether Chairman and President 36.0%(1) 56 Pennbrook Road Far Hills, NJ 07931 John W. Galuchie, Jr. Executive Vice President, 376 Main Street Treasurer and Director 29.0%(1) Bedminster, NJ 07921 Richard M. Bossert Director * P.O. Box 209 Bedminster, NJ 07921 Alfredo Mena Director * P.O. Box 520656 Miami, FL 33152 William Mahomes, Jr. Director * 2200 Ross Avenue Suite 2200 Dallas, TX 75201 Mark W. Jaindl Senior Vice President 1.6% 376 Main Street Bedminster, NJ 07921 Mark Koscinski Vice President * 376 Main Street Bedminster, NJ 07921
- ------------------ * Less than 1%. (1) Includes 27.8% owned by Sun Equities Corporation ('Sun Equities) of which Messrs. Koether and Galuchie are directors and executive officers. Sun Equities is a private company the business of which is to own shares of other corporations including AmHold. 7 PURCHASES AND SALES OF TRUST SHARES BY AMHOLD
Number of Number of Sales Dates Number of Shares Price Range Number of Shares Price Purchased Purchases Purchased Per Share Sales Sold Per Share - --------- --------- --------- ----------- -------- --------- --------- Quarter ended 12/31/93 15 278,200 $2.00 -$2.125 1 1,200 $2.125 Quarter ended 3/31/94 55 381,600 $2.125-$2.375 - - - Quarter ended 6/30/94 33 190,200 $1.75 -$2.00 - - - 9/30/94 1 5,000 $1.375 - - - 10/03/94 1 2,000 $1.375 - - - 10/03/94 1 200 $1.375 - - - 10/04/94 1 2,100 $1.375 - - - 10/05/94 1 3,800 $1.375 - - - 10/06/94 1 6,900 $1.375 - - -
8 APPENDIX A GRAPH APPEARING ON PAGE ONE OF LETTER TO SHAREHOLDERS. Line graph depicting price per share from 1986 to the present. The graph shows the dramatic decline in the per share price from approximately $15 in 1986 to the current market price of approximately $1.375. EX-99 2 FIGHT LETTER AMERICAN HOLDINGS, INC. ('AMHOLD') Dear Fellow Shareholders of American Industrial Properties REIT (the 'Trust'): We own almost 10% of the Trust's outstanding Shares. As the Trust's largest shareholder, we have the greatest economic stake in the future of the Trust. We believe the Trust will have no future unless the current Trust Managers are removed and our nominees are elected to replace them. To understand why we see the Trust's future as grim, just look at its past. REMEMBRANCE OF THINGS PAST Q. Can you remember when this Trust was profitable? THE TRUST HAS SUSTAINED OPERATING LOSSES EVERY YEAR SINCE 1987. Q. Can you remember when this management was not in charge? MR. BRICKER HAS BEEN WITH THE TRUST SINCE 1985 AND MR. WOLCOTT EVERY YEAR SINCE 1986, EXCEPT 1992. Q. Can you remember how the return on investment in the Trust compares to its peer group? ASSUME (I) THAT ON DECEMBER 31, 1988 AN INVESTMENT OF $100 WAS MADE IN THE TRUST SHARES AND IN THE STANDARD AND POOR'S ('S&P') 500 INDEX AND IN THE NAREIT EQUITY (REIT) INDEX AND (II) ALSO ASSUME THE REINVESTMENT OF DIVIDENDS. YOU WOULD FIND THAT BY DECEMBER 31, 1993 THE $100 INVESTMENT IN THE S&P INDEX WOULD HAVE ALMOST DOUBLED TO $197 AND IN THE REIT INDEX WOULD HAVE INCREASED BY 71% TO $171. IN STARK CONTRAST THAT $100 INVESTMENT IN THE TRUST WOULD HAVE SHRUNK ALMOST IN HALF TO $58. Q. Can you remember how the Trust shares have performed from 1986-Present: [SEE GRAPH ATTACHED] NOT A PRETTY PICTURE RED INK The history of the Trust under this Management has been written in red ink. The losses continue to mount and management acknowledges that it has been and will continue to be unable to meet its obligations and 'may be required to pursue alternative strategies to protect the interests of shareholders, including seeking protection or other remedies afforded a debtor.' We think that means bankruptcy. BACK TO THE FUTURE THEIR PLAN We believe that the only plan this Management has is a plan to assure their own survival. Management has attempted in the past to convince you, the Shareholders, that adopting provisions which have the effect of discouraging a change in control, such as a staggered board and providing the board with powers it does not currently have, will somehow benefit you. It is apparent that the purpose of such proposals was to entrench management and make it more difficult to remove current management, which has been unable to put forth a plan to assure the Trust's viability. Current management has lost sight of the fact that you have thwarted management's prior attempts to increase their power and secure their jobs. The time has come to remind management that you, the Shareholders, are the owners of the Trust and that management must act in the best interests of the owners and not themselves. OUR PLAN If elected, the AmHold nominees are pledged to develop alternatives for increasing the equity of the Trust for the benefit of all current Shareholders. Although no definitive proposal has been made, our Trust Managers would make every effort to restructure the Trust's outstanding debt and to secure equity financing on a basis that would be fair to current Shareholders. AmHold would make further equity investments in the Trust only on the same basis offered to all other Shareholders. We have no current intention to change the REIT status of the Trust. If elected, the AmHold nominees will take no Trust Managers fees until the Trust generates positive cash flow from operations. We believe the current management of the Trust has failed. According to management's own statements, the Trust has been and will continue to be unable to meet its obligations and may be forced to seek protection from its creditors which, in our view, can only mean that the Trust is teetering on the edge of bankruptcy. We cannot assure that our nominees can turn the situation around or even at this late date prevent the Trust's filing for bankruptcy protection. We can commit that: (1) every act of our nominees will be weighed for its positive effect on shareholders, (2) every deed will be designed to assure fairness to shareholders and (3) every transaction will be analyzed to maximize shareholder values. If bankruptcy is inevitable, we commit to do everything humanly possible to control costs and to maintain equity values. No one can promise more and no one has more economic incentive to deliver on their promises than we do. Very truly yours, AMERICAN HOLDINGS, INC. LET'S TRY TO BLOT OUT THE RED INK TOGETHER. VOTE TO REMOVE THE CURRENT TRUST MANAGERS AND ELECT OUR NOMINEES. WE ARE COMMITTED TO MAXIMIZING SHAREHOLDER VALUES. IMPORTANT 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. BROKER NON-VOTES HAVE THE SAME EFFECT AS A VOTE AGAINST OUR PROPOSALS TO REMOVE THE TRUSTEES OR ELECT OUR NOMINEES. PLEASE CONTACT THE PERSON RESPONSIBLE FOR YOUR ACCOUNT AND INSTRUCT THEM TO VOTE FOR OUR PROPOSALS ON THE BLUE PROXY CARD AS SOON AS POSSIBLE. IF YOU HAVE ANY QUESTIONS OR NEED FURTHER ASSISTANCE IN VOTING, PLEASE CALL 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 (800) 755-5001 EX-99 3 PROXY CARD AMERICAN INDUSTRIAL PROPERTIES REIT ANNUAL MEETING TO BE HELD ON NOVEMBER 21, 1994 THIS PROXY IS SOLICITED ON BEHALF OF AMERICAN HOLDINGS, INC. ('AMHOLD') The undersigned hereby appoints Paul O. Koether and John W. Galuchie, Jr. or either of them, the undersigned's proxies, each with full power of substitution, to vote all Shares of Beneficial Interest of AMERICAN INDUSTRIAL PROPERTIES REIT (the 'Trust') which the undersigned would be entitled to vote if personally present at the Annual Meeting of Shareholders of the Trust to be held on November 21, 1994 at 9:00 A.M. local time, at Texas Commerce Tower, East Room -- 40th Floor, 2200 Ross Avenue, Dallas, Texas 75201 (the 'Meeting') and at any adjournments or postponements thereof and, without limiting the generality of the power hereby conferred, the proxy nominees named above and each of them are specifically directed to vote as indicated below. WHERE A CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AS SPECIFIED. IF NO CHOICE IS INDICATED, THE SHARES REPRESENTED BY THIS PROXY WILL BE VOTED FOR THE REMOVAL OF THE TRUST MANAGERS AND FOR THE ELECTION OF ALL OF AMHOLD'S NOMINEES FOR TRUST MANAGER NAMED BELOW. If there are amendments or variations to the matters proposed at the Meeting or at any adjournments or postponements thereof, or if any other business properly comes before the Meeting, this proxy confers discretionary authority on the proxy nominees named herein and each of them to vote on such amendments, variations or other business. (Continued, and to be signed and dated on the reverse side). [REVERSE] 1. Removal of Trust Managers [ ] FOR removal of all current Trust Managers (except as marked to the contrary below) [ ] WITHHOLD AUTHORITY to remove Trust Managers William H. Bricker, Charles W. Wolcott, George Jenkins and Raymond A. Hay - -------------------------------------------------------------------------------- (Instruction: To withhold authority to remove any individual nominee, write that nominee's name in the space provided above and check the FOR box to remove all other current Trust Managers). 2. For Election of AmHold Nominees [ ] FOR each nominee listed (except as marked to the contrary below) [ ] WITHHOLD AUTHORITY to elect nominees listed Paul O. Koether, Tieman H. Dippel and Kenneth Barfield - -------------------------------------------------------------------------------- (Instruction: To withhold authority to vote for any individual nominee, write that nominee's name in the space provided above and check the FOR box to elect all other nominees). 3. Ratification of appointment of Ernst & Young as independent auditors for the year ended December 31, 1994 [ ] FOR [ ] AGAINST [ ] ABSTAIN The undersigned acknowledges receipt of the accompanying Notice of Annual Meeting of Shareholders and Proxy Statement for the November 21, 1994 meeting. Dated: , 1994 ...................................... Signature of Shareholder Print Name: ...................................... Signature of Shareholder Print Name: (Please sign exactly as name or names appear hereon. Full title of one signing in representative capacity should be clearly designated after signature. If a corporation, please sign in full corporate name by President or other authorized officer(s). If a partnership, please sign in partnership name by authorized person. If stock is in the name of two or more persons, each should sign. Joint owners should each sign. Names of all joint holders should be written even if signed by only one). AMHOLD RECOMMENDS A VOTE FOR PROPOSALS 1 AND 2. PLEASE PROMPTLY COMPLETE, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED ENVELOPE. -----END PRIVACY-ENHANCED MESSAGE-----