-----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, NGG+fCBGHdnLBdrG4eG+zhCxEa4Reor4CYUJVcAM44SLWNxq+SWwLv3u4dh1sQFk dZpkpF7GkU6HX3aznShLZQ== 0000950117-94-000246.txt : 19941026 0000950117-94-000246.hdr.sgml : 19941026 ACCESSION NUMBER: 0000950117-94-000246 CONFORMED SUBMISSION TYPE: DEFC14A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19941025 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: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFC14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-09016 FILM NUMBER: 94554893 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, 10/24/94 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. 2) Filed by the registrant [ ] Filed by a party other than the registrant [X] Check the appropriate box: [ ] Preliminary proxy statement [ ] Definitive proxy statement [X] Definitive additional materials [ ] 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. OCTOBER 24, 1994 AMERICAN HOLDINGS, INC. ('AMHOLD') IMPORTANT INFORMATION ABOUT AMERICAN INDUSTRIAL PROPERTIES REIT (THE 'TRUST') WOLCOTT, THROUGH THE LOOKING GLASS When Charlie Wolcott looks into the mirror he sees the Trust as the fairest of them all. We and other shareholders see a trust which has under-performed its competitors by degrees of magnitude. An unrelated portfolio manager who invests in real estate stocks on behalf of institutions said this about the Trust: 'BY ANY MEASURE (THE TRUST) RANKS UP THERE AS ONE OF THE INDUSTRY'S BIGGER DISASTERS'.1 TWEEDLEDEE AND TWEEDLEDUM Trust Managers William Bricker and Raymond Hay have a history of serving on one another's boards and neither one is a stranger to business disasters like the Trust. Hay served as a director when Bricker was losing more than $557 million at the helm of Diamond Shamrock and Bricker served as a director of LTV when Hay, as CEO, was losing over $3 billion. Here is how Bricker's stewardship of Diamond Shamrock was summed up in a Business Week article in 1987 as Bricker stepped down as CEO:2 '. . . after launching the floundering company's third major restructuring in less than three years . . . it was time to explain how a once profitable chemical company with a modest oil operation and a solid future became a debt-ridden energy conglomerate with large, persistent losses'. Change the word 'chemical' to 'real estate' and the story about Diamond Shamrock has a very familiar ring. Prior to Bricker's departure from Diamond Shamrock: 'According to one insider, Bricker asked the bankers to estimate how much his staying on would effect the value of the deal. The banker told him the company (Diamond Shamrock) would be worth more if he resigned.2 IN OUR OPINION, THE TRUST SHARES WOULD ALSO BE WORTH MORE IF BRICKER LEFT, SO LONG AS HE TOOK WOLCOTT AND HAY WITH HIM. - ------------ 1 'Shame on You, Charlie Wolcott', Realty Stock Review, (May 23, 1994). Quotation made without permission. 2 Todd Mason Dallas and G. David Wallace, 'The Downfall of a CEO', Business Week, (1987). Quotation made without permission. IT'S LATE, IT'S LATE, FOR A VERY IMPORTANT DATE November 21, 1994 is a very important date for all of us. In our view, it is the last chance to recoup the value of the Trust Shares. After the shareholders defeated management's entrenchment proposal at the spring shareholders meeting, we invited several entities to speak to Wolcott about combining with the Trust, acquiring the Trust or investing in the Trust. He rebuffed every approach. And that is why we seek control because we see no other course. Wolcott promised you he would consider such alternatives. He did not. As one veteran REIT buyer said 'IT LOOKS TO ME AS IF WHAT (WOLCOTT'S) REALLY TRYING TO DO IS MAKE SURE CHARLIE WOLCOTT HAS THE BEST POSSIBLE DEAL FOR HIM FOR AS LONG AS POSSIBLE.'1 Wolcott complains that we will be communicating with you about him and his so-called 'new' management. IF YOU STOP LYING ABOUT US, CHARLIE, WE WILL STOP TELLING THE TRUTH ABOUT YOU. IT IS A LIE that AmHold (or any affiliate) solicited proxies to gain control of Computer Memories in a proxy fight! IT IS A LIE that AmHold has never paid a dividend! IT IS A LIE that AmHold sold NorthCorp at a loss! AmHold and its shareholders made a 71% return on the investment and the return may grow since the shareholders of AmHold still own 49% of NorthCorp. IT IS A LIE that several courts have called the Koethers greenmailers and it is a lie that the Delaware case to which Wolcott refers was ever dismissed. Not only is the case alive and well but, in fact, the court approved the Koethers as the class representative for their fellow shareholders. So, why does Wolcott resort to these libels? Simple. As one investment advisor noted: 'Forget what Wolcott says. Everything he's done from the staggered board to the poison pill he wanted shareholders to approve screams that this is a guy who intends to hang on for dear life'.1 As one periodical says, 'Shame on You, Charlie Wolcott'1. But if we shareholders continue to support you, Shame on Us. VOTE TO REMOVE THE CURRENT TRUST MANAGERS -- VOTE FOR THE AMHOLD NOMINEES THE TRUST YOU SAVE MAY BE YOUR OWN Very truly yours, AMERICAN HOLDINGS, INC. AMERICAN INDUSTRIAL PROPERTIES REIT ANNUAL MEETING IMPORTANT VOTING INSTRUCTIONS A VOTE AGAINST MANAGEMENT'S NOMINEES ON THE MANAGEMENT'S PROXY CARD DOES NOT COUNT AS A VOTE TO REMOVE A TRUST MANAGER. TO VOTE TO REMOVE A TRUST MANAGER OR TO VOTE FOR AMHOLD'S NOMINEES, YOU MUST VOTE ON AMHOLD'S BLUE PROXY CARD. A PROXY CARD IS ENCLOSED. If you have executed management's white proxy card before receiving this letter, 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. 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 our proposal on a blue proxy 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 2 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, FOR THE ELECTION OF ALL OF AMHOLD'S NOMINEES FOR TRUST MANAGER NAMED BELOW AND FOR THE RATIFICATION OF THE TRUST'S AUDITORS. 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. 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). (Continued, and to be signed and dated on the reverse side). [REVERSE] 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, Jr. and Kenneth A. 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 ...................................... Signature of Shareholder if Shares held in more than one 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-----