-----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, DcT26JXZRNHHgzQiRG0ZWUYSlXCJFlAqx4i0ey3P2eRxliEg2DuulBg1a8CNkxuq RjONITiTupKpUACweQI09g== 0000950134-98-000560.txt : 19980128 0000950134-98-000560.hdr.sgml : 19980128 ACCESSION NUMBER: 0000950134-98-000560 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980127 SROS: NONE GROUP MEMBERS: UNITED SERVICES AUTOMOBILE ASSOC GROUP MEMBERS: USAA CAPTIAL CORP GROUP MEMBERS: USAA INVESTORS I INC GROUP MEMBERS: USAA INVESTORS II INC GROUP MEMBERS: USAA INVESTORS III INC GROUP MEMBERS: USAA INVESTORS IV INC GROUP MEMBERS: USAA REAL ESTATE CO 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: SEC FILE NUMBER: 005-43183 FILM NUMBER: 98514393 BUSINESS ADDRESS: STREET 1: 6220 N BELTLINE RD STREET 2: STE 205 CITY: IRVING STATE: TX ZIP: 75063 BUSINESS PHONE: 9727566000 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: USAA REAL ESTATE CO CENTRAL INDEX KEY: 0000946483 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 742237999 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 8000 ROBERT F MCDERMOTT FREEWAY CITY: SAN ANTONIO STATE: TX ZIP: 78230 BUSINESS PHONE: 2104980626 MAIL ADDRESS: STREET 1: USAA REAL ESTATE CO STREET 2: 8000 ROBERT F MCDERMOTT FREEWAY CITY: SAN ANTONIO STATE: TX ZIP: 78230 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13D- 1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO. 2) AMERICAN INDUSTRIAL PROPERTIES REIT (Name of Issuer) SHARES OF BENEFICIAL INTEREST, PAR VALUE $0.10 PER SHARE (Title of Class of Securities) 026791103 (CUSIP Number) T. PATRICK DUNCAN USAA REAL ESTATE COMPANY 8000 ROBERT F. MCDERMOTT FREEWAY IH-10 WEST, SUITE 600 SAN ANTONIO, TEXAS 78230-3884 (210) 498-7541 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) JANUARY 20, 1998 (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 [ ]. (Continued on following pages) (Page 1 of 30 Pages) 2 CUSIP NO. 026791103 13D Page 2 of 29 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS United Services Automobile Association - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,674,087 Shares of Beneficial Interest (See Item 5) ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 1,674,087 Shares of Beneficial Interest (See Item 5) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,674,087 Shares of Beneficial Interest (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4% (See Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *Based on the assumptions stated by virtue of Rule 13d-3(d) 3 CUSIP NO. 026791103 13D Page 3 of 29 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS USAA Capital Corporation - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,674,087 Shares of Beneficial Interest (See Item 5) ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 1,674,087 Shares of Beneficial Interest (See Item 5) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,674,087 Shares of Beneficial Interest (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4% (See Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *Based on the assumptions stated by virtue of Rule 13d-3(d) 4 CUSIP NO. 026791103 13D Page 4 of 29 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS USAA Real Estate Company Employer Tax ID #74-2237999 - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 1,674,087 Shares of Beneficial Interest (See Item 5) ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 1,674,087 Shares of Beneficial Interest (See Item 5) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,674,087 Shares of Beneficial Interest (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4% (See Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *Based on the assumptions stated by virtue of Rule 13d-3(d) 5 CUSIP NO. 026791103 13D Page 5 of 29 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS USAA Investors I, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 96,020 Shares of Beneficial Interest (See Item 5) ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 96,020 Shares of Beneficial Interest (See Item 5) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 96,020 Shares of Beneficial Interest (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% (See Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *Based on the assumptions stated by virtue of Rule 13d-3(d) 6 CUSIP NO. 026791103 13D Page 6 of 29 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS USAA Investors II, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 191,563 Shares of Beneficial Interest (See Item 5) ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 191,563 Shares of Beneficial Interest (See Item 5) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 191,563 Shares of Beneficial Interest (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.0% (See Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *Based on the assumptions stated by virtue of Rule 13d-3(d) 7 CUSIP NO. 026791103 13D Page 7 of 29 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS USAA Properties III, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 107,634 Shares of Beneficial Interest (See Item 5) ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 107,634 Shares of Beneficial Interest (See Item 5) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 107,634 Shares of Beneficial Interest (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.1% (See Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *Based on the assumptions stated by virtue of Rule 13d-3(d) 8 CUSIP NO. 026791103 13D Page 8 of 29 Pages - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS USAA Properties IV, Inc. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* OO - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 0 SHARES ------------------------------------------------- 8 SHARED VOTING POWER BENEFICIALLY OWNED BY 92,959 Shares of Beneficial Interest (See Item 5) ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING 0 PERSON ------------------------------------------------ 10 SHARED DISPOSITIVE POWER WITH 92,959 Shares of Beneficial Interest (See Item 5) - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 92,959 Shares of Beneficial Interest (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.0% (See Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- *Based on the assumptions stated by virtue of Rule 13d-3(d) 9 This Amendment No. 2 supplements and amends the Statement on Schedule 13D filed on December 20, 1996 (as amended, the "Schedule 13D") by United States Automobile Association, USAA Capital Corporation, and USAA Real Estate Company. Capitalized terms used but not defined herein shall have the same meanings ascribed to such terms in the Schedule 13D. ITEM 2. IDENTITY AND BACKGROUND. Item 2 is hereby amended by deleting it in its entirety and substituting the following therefor: This Statement on Schedule 13D is being filed jointly by (i) United Services Automobile Association, a reciprocal interinsurance exchange under the Texas Insurance Code ("USAA"), (ii) USAA Capital Corporation, a Delaware corporation ("USAA-CC"), (iii) USAA Real Estate Company, a Delaware corporation ("Realco"), (iv) USAA Investors I, Inc., a Texas corporation ("USAA-I"), (v) USAA Investors II, Inc., a Texas corporation ("USAA-II"), (vi) USAA Properties III, Inc., a Texas corporation ("USAA-III"), and (vii) USAA Properties IV, Inc., a Texas corporation ("USAA-IV," and collectively with USAA, USAA-CC, Realco, USAA-I, USAA-II, and USAA-III, the "Reporting Parties"). USAA is the sole stockholder of USAA-CC; USAA-CC is the sole stockholder of Realco; and Realco is the sole shareholder of each of USAA-I, USAA-II, USAA-III, and USAA-IV. The principal business of USAA is the underwriting of property and casualty insurance. The principal business of USAA-CC is to engage, through its subsidiaries, in various investment activities. The principal business of Realco is to engage in diversified investment in real estate operating companies and real estate, including commercial and industrial properties operating or located in Texas and in other parts of the United States. Prior to the RELP I Merger (as defined below), the principal business of USAA-I was to operate as the sole general partner of USAA Real Estate Income Investments I, A California Limited Partnership ("RELP I"), which owned certain real estate properties in California and Florida. Prior to the RELP II Merger (as defined below), the principal business of USAA-II was to operate as the sole general partner of USAA Real Estate Income Investments II Limited Partnership, a Texas limited partnership ("RELP II"), which owned certain real estate properties in Florida and Illinois, and an interest in a joint venture owning real estate property. Prior to the RELP III Merger (as defined below), the principal business of USAA-III was to operate as the sole general partner of USAA Income Properties III Limited Partnership, a Delaware limited partnership ("RELP III"), which owned certain real estate properties in Arizona, California and Florida. Prior to the RELP IV Merger (as defined below), the principal business of USAA-IV was to operate as the sole general partner of USAA Income Properties IV Limited Partnership, a Delaware limited partnership ("RELP IV"), which owned certain real estate properties in California and Missouri, and an interest in a joint venture owning real estate property. The present 9 10 principal business of each of USAA-I, USAA-II, USAA-III, and USAA-IV is to hold its respective investment in the Company. The address of the principal business and the principal office of each of USAA and USAA-CC is USAA Building, 9800 Fredericksburg, San Antonio, Texas 78288. The address of the principal business and the principal office of each of Realco, USAA- I, USAA-II, USAA-III, and USAA-IV is 8000 Robert F. McDermott Freeway, IH-10 West, Suite 600, San Antonio, Texas 78230-3884. Appendix A hereto, which is incorporated herein by this reference, sets forth the name, the residence or business address, and the present principal occupation or employment (including the name, principal business, and address of any corporation or other organization in which such employment is conducted) of the directors and executive officers of the Reporting Parties. None of the Reporting Parties and, to their knowledge, none of the persons identified in Appendix A hereto has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended to add the following: On June 30, 1997, (i) RELP I entered into the Amended and Restated Plan and Agreement of Merger with the Company (the "RELP I Merger Agreement"), providing for the merger of RELP I with and into the Company (the "RELP I Merger"); (ii) RELP II entered into the Amended and Restated Plan and Agreement of Merger with the Company (the "RELP II Merger Agreement"), providing for the merger of RELP II with and into the Company (the "RELP II Merger"); (iii) RELP III entered into the Amended and Restated Plan and Agreement of Merger with the Company (the "RELP III Merger Agreement"), providing for the merger of RELP III with and into the Company (the "RELP III Merger"); and (iv) RELP IV entered into the Amended and Restated Plan and Agreement of Merger with the Company (the "RELP IV Merger Agreement"), providing for the merger of RELP IV with and into the Company (the "RELP IV Merger" and, collectively with the RELP I Merger, the RELP II Merger, and RELP III Merger, the "Mergers"). A form of Merger Agreement is attached as Exhibit 10.11 hereto. On January 20, 1998, (i) the RELP I Merger became effective and, as a result, each unit of limited partnership interests in RELP I (each, a "RELP I Unit") was converted into the right to receive 15.90 Shares; (ii) the RELP II Merger became 10 11 effective and, as a result, each unit of limited partnership interests in RELP II (each, a "RELP II Unit") was converted into the right to receive 28.63 Shares; (iii) the RELP III Merger became effective and, as a result, each unit of limited partnership interests in RELP III (each, a "RELP III Unit") was converted into the right to receive 16.60 Shares; and (iv) the RELP IV Merger became effective and, as a result, each unit of limited partnership interests in RELP IV (each, a "RELP IV Unit") was converted into the right to receive 15.14 Shares. Accordingly, on January 20, 1998, (i) the 6,039 RELP-I Units held by USAA-I immediately prior to the effectiveness of the RELP I Merger were converted into the right to receive 96,020 Shares; (ii) the 6,691 RELP-II Units held by USAA-II immediately prior to the effectiveness of the RELP II Merger were converted into the right to receive 191,563 Shares; (iii) the 6,484 RELP-III Units held by USAA-III immediately prior to the effectiveness of the RELP III Merger were converted into the right to receive 107,634 Shares; and (iv) the 6,140 RELP-IV Units held by USAA-IV immediately prior to the effectiveness of the RELP IV Merger were converted into the right to receive 92,959 Shares. ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended to add the following: As more fully described in the Joint Proxy Statement/Prospectus dated November 14, 1997 forming a part of the Company's Registration Statement on Form S-4 (No. 333-31823) and the supplements thereto, the purpose of the Mergers was to give limited partners of RELP I, RELP II, RELP III, and RELP IV the ability to participate in a strategic business combination with a publicly-traded real estate investment trust ("REIT") with compatible properties in existing and new markets in order to take advantage of the growth in the REIT industry and real estate markets in general, with the opportunity to liquidate their investment through the sale of the publicly-traded shares or retain their investment indefinitely. The Reporting Parties may at any time and from time to time acquire additional Shares, dispose of Shares or take such other actions with respect to the Company or any of its securities as the Reporting Parties, in their discretion, may deem to be desirable or appropriate. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended by deleting it in its entirety and substituting the following therefor: Immediately following the consummation of the Mergers, (i) Realco owned directly 1,185,911 Shares (which includes 544,962 Shares issued to Realco on December 1, 1997 upon conversion of the Modified Notes), constituting 12.4% of the total number of Shares, (ii) USAA-I owned directly 96,020 Shares, constituting 1.0% 11 12 of the total number of Shares, (iii) USAA-II owned directly 191,563 Shares, constituting 2.0% of the total number of Shares, (iv) USAA-III owned directly 107,634 Shares, constituting 1.1% of the total number of Shares, and (v) USAA-IV owned directly 92,959 Shares, constituting 1.0% of the total number of Shares. By reason of the relationships described in Item 2 above, (i) USAA, USAA-CC and Realco may be deemed to have shared voting and dispositive power with respect to the 1,185,911 Shares owned directly by Realco, (ii) USAA, USAA-CC, Realco, and USAA-I may be deemed to have shared voting and dispositive power with respect to the 96,020 Shares owned directly by USAA-I, (iii) USAA, USAA-CC, Realco, and USAA-II may be deemed to have shared voting and dispositive power with respect to the 191,563 Shares owned directly by USAA-II; (iv) USAA, USAA-CC, Realco, and USAA-III may be deemed to have shared voting and dispositive power with respect to the 107,634 Shares owned directly by USAA-III; (v) USAA, USAA-CC, Realco, and USAA-IV may be deemed to have shared voting and dispositive power with respect to the 92,959 Shares owned directly by USAA-IV; (vi) USAA and USAA-CC may be deemed to have indirect beneficial ownership of all of the 1,674,087 Shares owned directly by Realco, USAA-I, USAA-II, USAA-III, and USAA-IV, constituting 17.4% of the total number of Shares, and (vii) Realco may be deemed to have direct and indirect beneficial ownership of all of the 1,674,087 Shares owned directly by Realco, USAA-I, USAA-II, USAA-III, and USAA-IV, constituting 17.4% of the total number of Shares. All Share numbers in the immediately preceding paragraphs of this Item 5 reflect a one-for-five reverse stock split effected by the Company on October 15, 1997 (the "Reverse Stock Split"). All percentages in the immediately preceding paragraphs of this Item 5 are based on 9,597,807 Shares (reflecting the Reverse Stock Split) consisting of: (i) 4,640,016 Shares outstanding as of November 20, 1997 (as disclosed at page 5 of the Joint Proxy Statement/Prospectus), (ii) 544,962 Shares issued to Realco on December 1, 1997 upon conversion of the Modified Notes, and (iii) 4,412,829 Shares to be issued as a result of the Mergers (as disclosed at page 118 of the Joint Proxy Statement/Prospectus). Appendix B hereto, which is incorporated herein by this reference, sets forth certain information with respect to Shares owned beneficially by the persons identified on Appendix A. Except as disclosed herein, none of the Reporting Parties and, to the knowledge of the Reporting Parties, none of the persons identified on Appendix A, have effected any transactions in Shares since November 21, 1997. Certain of such persons may purchase Shares in the future for their own account and not pursuant to any agreement, arrangement or understanding with the Reporting Parties with respect to the voting or disposition of any such Shares. The Reporting Parties disavow the existence of a group with any of such persons. 12 13 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following are filed herewith as Exhibits to this Amendment No. 2 to Schedule 13D. 10.11 Form of Amended and Restated Agreement and Plan of Merger, dated as of June 30,1997, by and between the Company and each of RELP I, RELP II, RELP III and RELP IV (incorporated by reference to Annex I to the Joint Proxy Statement/Prospectus forming a part of the Company's Registration Statement on Form S-4 (No. 333-31823)). 10.12 Amended and Restated Agreement for Joint Filing on Behalf of Each Reporting Party. 13 14 SIGNATURE 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. Date: January 26, 1998 UNITED SERVICES AUTOMOBILE ASSOCIATION By: /s/ Bradford W. Rich ------------------------------------------- Name: Bradford W. Rich Title: Senior Vice President 14 15 SIGNATURE 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. Date: January 26, 1998 USAA CAPITAL CORPORATION By: /s/ Bradford W. Rich ------------------------------------------- Name: Bradford W. Rich Title: Senior Vice President 15 16 SIGNATURE 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. Date: January 26, 1998 USAA REAL ESTATE COMPANY By: /s/ T. Patrick Duncan ------------------------------------------- Name: T. Patrick Duncan Title: Senior Vice President - Operations 16 17 SIGNATURE 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. Date: January 26, 1998 USAA INVESTORS I, INC. By: /s/ T. Patrick Duncan ------------------------------------------- Name: T. Patrick Duncan Title: Senior Vice President - Real Estate Operations 17 18 SIGNATURE 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. Date: January 26, 1998 USAA INVESTORS II, INC. By: /s/ T. Patrick Duncan ------------------------------------------- Name: T. Patrick Duncan Title: Senior Vice President - Real Estate Operations 18 19 SIGNATURE 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. Date: January 26, 1998 USAA PROPERTIES III, INC. By: /s/ T. Patrick Duncan ------------------------------------------- Name: T. Patrick Duncan Title: Senior Vice President - Real Estate Operations 19 20 SIGNATURE 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. Date: January 26, 1998 USAA PROPERTIES IV, INC. By: /s/ T. Patrick Duncan ------------------------------------------- Name: T. Patrick Duncan Title: Senior Vice President - Real Estate Operations 20 21 Appendix A is hereby amended by deleting it in its entirety and substituting the following therefor: APPENDIX A CERTAIN INFORMATION REGARDING DIRECTORS AND EXECUTIVE OFFICERS OF USAA, USAA-CC, REALCO, USAA-I, USAA-II, USAA-III, AND USAA-IV USAA and certain of its direct and indirect subsidiaries are listed below with numerical designations for purposes of providing certain information regarding directors and executive officers of USAA, USAA-CC, Realco, USAA-I, USAA-II, USAA-III, and USAA-IV: (1) USAA; (2) USAA Casualty Insurance Company; (3) USAA General Indemnity Company; (4) USAA Property & Casualty Agency, Inc.; (5) USAA Insurance Agency, Inc.; (6) USAA Limited; (7) USAA Life Insurance Company; (8) USAA Life General Agency, Inc.; (9) USAA Alliance Services, Inc.; (10) USAA Capital Corporation; (11) USAA Funding Company; (12) USAA Property Holdings, Inc.; (13) HTO, Inc.; (14) USAA Buying Services, Inc.; (15) Hausman Road Water Supply Corporation; (16) USAA Capital Development, Inc.; (17) Institutional Realty Investors, Inc.; (18) La Cantera Development Company; (19) Fiesta Texas Showpark, Inc.; (20) La Cantera Hospitality, Inc.; (21) USAA Federal Savings Bank; (22) Intentionally Omitted; (23) Intentionally Omitted; (24) USAA Relocation Services, Inc.; (25) USAA Investment Corporation; (26) USAA Investment Management Company; (27) USAA Transfer Agency Company; (28) USAA Traco Service GmbH; (29) USAA Investment Trust; (30) USAA Mutual Fund, Inc.; (31) USAA Tax Exempt Fund, Inc.; (32) USAA State Tax-Free Trust; (33) USAA Educational Foundation (The); (34) USAA Political Action Committee; (35) USAA Employee Benefit Association; (36) USAA Real Estate Company; (37) USAA Real Estate Equities, Inc.; (38) Alhambra Gables One, Inc.; (39) L.A. Wilshire One, Inc.; (40) La Paz, Inc.; (41) Las Colinas Management Company; (42) Quorum Real Estate Services Corporation; (43) USAA Equity Advisors, Inc.; (44) USAA Health Services, Inc.; (45) USAA Investors I, Inc.; (46) USAA Investors II, Inc.; (47) USAA Properties Fund, Inc.; (48) USAA Properties II, Inc.; (49) USAA Properties III, Inc.; (50) USAA Properties IV, Inc.; (51) USAA Real Estate-Midwest, Inc.; (52) USAA Real Estate Development Company; (53) USAA Real Estate Management Company; (54) USAA County Mutual Insurance Company; (55) USAA Financial Administration Company; (56) USAA Financial Planning Network, Inc.; (57) Capital Financial Resources Company; (58) USAA Financial Services Corporation; (59) USAA Credit Card Bank (collectively, the Subsidiaries). USAA and subsidiaries (2-35, 54-59) have a business address of USAA Building, 9800 Fredericksburg, San Antonio, Texas 78288. Subsidiaries (36-53) have a business address of 8000 Robert F. McDermott Freeway IH-10 West, Suite 600, San Antonio, Texas 78230-3884. Except as described in Item 2, the principal businesses of the entities listed above are insurance underwriting and related investment activity. Set forth below are the names, the residences or business addresses, and the present principal occupation or employment of the directors and executive officers of the Reporting Parties. 21 22 1. UNITED SERVICES AUTOMOBILE ASSOCIATION
Name and Position Business Address Present Occupation - ----------------- ---------------- ------------------ ROBERT T. HERRES, USAA Building Serves as Chairman/President/CEO/COO/ Chairman/President/CEO/COO San Antonio, Texas 78288 Attorney-in-Fact of USAA and Director of Attorney-in-Fact and Director Subsidiaries (2, 3, 6, 9, 10, 11, 14, 33 and 54) and as Chairman of Board of Subsidiaries (9, 10, 11, 14, 33 and 54); and as Chairman of the Board and CEO of Subsidiaries (2 and 3); and as Managing Director of Subsidiary (6) JOHN D. BUCKELEW, Director USAA Building Serves as Director of USAA. San Antonio, Texas 78288 DANIEL W. CHRISTMAN, Director USAA Building Serves as Director of USAA. San Antonio, Texas 78288 DANIEL L. COOPER, Director USAA Building Serves as Director and 1st Vice Chairman San Antonio, Texas 78288 of the Board of USAA. STEPHEN B. CROKER, Director USAA Building Serves as Director of USAA. San Antonio, Texas 78288 LESLIE G. DENEND, Director USAA Building Serves as Director of USAA. San Antonio, Texas 78288 FRED A. GORDEN, Director USAA Building Serves as Director of USAA. San Antonio, Texas 78288 MARCELITE J. HARRIS, Director USAA Building Serves as Director of USAA. San Antonio, Texas 78288 WILLIAM J. HYBL, Director USAA Building Serves as Director of USAA and Subsidiary San Antonio, Texas 78288 (10). RICHARD D. MILLIGAN, Director USAA Building Serves as Director of USAA and Subsidiary San Antonio, Texas 78288 (10). JOHN H. MOELLERING, Director USAA Building Serves as Director of USAA. San Antonio, Texas 78288 MYRNA H. WILLIAMSON, Director USAA Building Serves as Director of USAA. San Antonio, Texas 78288 THOMAS P. CARNEY, Director USAA Building Serves as Director of USAA. San Antonio, Texas 78288 DENTON L. PEOPLES, Director USAA Building Serves as Director of USAA. San Antonio, Texas 78288 WILSON C. COONEY, Deputy Attorney- USAA Building Serves as President-Property & Casualty in-Fact, President-Property & Casualty San Antonio, Texas 78288 Insurance, P&C of USAA and as Director Insurance, P&C of Subsidiaries (2-6, 10, 14, 34, 35 and 54); and as Vice Chair of Board and President of Subsidiaries (2 and 3); and as Chairman of Board of Subsidiaries (4 & 5), and CEO of Subsidiary (54). HENRY VICCELLIO, JR., Executive Vice USAA Building Serves as Executive Vice President and President, Deputy CEO for Operational San Antonio, Texas 78288 Deputy CEO of USAA; and as Director of Integration and Support Subsidiary (33). STEVEN M. EAMES, Sr. Vice President - USAA Building Serves as Sr. Vice President-Chief Chief Communications and Marketing San Antonio, Texas 78288 Communications Officer of USAA and as Officer Director and President of Subsidiary (33).
22 23 MICHAEL J.C. ROTH, Vice Chair, CEO, USAA Building Serves as Director, Vice Chair, CEO, and President and Director San Antonio, Texas 78288 President of Subsidiaries (25-28) and as Director of Subsidiaries (7, 35 and 56) and as Director, Vice Chair and President of Subsidiary (29). JOSUE ROBLES, JR., Sr. Vice President- USAA Building Serves as Sr. Vice President-CFO and Treasurer of CFO/Treasurer San Antonio, Texas 78288 USAA and as Director of Subsidiaries (2, 3, 6, 7, 9-12, 13, 14, 16, 17, 21, 27, 33, 34, 35, 54 and 56); and as Vice President-Treasurer of Subsidiaries (2, 3, 9, 13, 14, 33, 54, 56); and as Sr. Vice President-Controller of Subsidiaries (10-12, 16); and as Chair of Board and President of Subsidiary (35); and as Treasurer of Subsidiaries (33 and 34), and Chairman of (12, 13, and 16) and as Chairman, President, CEO, and Controller/Treasurer of Subsidiary (17). EDWIN L. ROSANE, Vice Chair of USAA Building Serves as Vice Chair, CEO, President of Board, CEO, President and Director San Antonio, Texas 78288 Subsidiary (7) and as Director of Subsidiaries (7, 8, 11, 34, 35 and 56); and as Chairman of the Board and President of Subsidiary (8).
2. USAA CAPITAL CORPORATION
Name and Position Business Address Present Occupation - ----------------- ---------------- ------------------ ROBERT G. DAVIS, Director, Vice USAA Building Serves as Director, Vice Chairman, CEO Chairman, CEO/President San Antonio, Texas 78288 and President of USAA Capital Corporation; and as Director of Subsidiaries (2, 3, 7, 11-21, 25-37, 54 and 56); and as Chairman of the Board of Subsidiaries (7, 15, 18-21, 25-37, 54 and 56); and as Vice Chairman of the Board of Subsidiaries (11, 12, 33 and 35); and as CEO/President of Subsidiaries (11, 12, 13, 16 and 56); and as President of Subsidiary (15); and as Vice President of Subsidiary (54); and as Vice President/Treasurer of Subsidiary (35). WILLIAM J. HYBE, Director USAA Building Serves as Director of USAA Capital San Antonio, Texas 78288 Corporation and Subsidiary (1). RICHARD D. MILLIGAN, Director USAA Building Serves as Director of USAA Capital San Antonio, Texas 78288 Corporation and Subsidiary (1). ROBERT T. HERRES, USAA Building Serves as Director and Chairman of USAA Director, Chairman San Antonio, Texas 78288 Capital Corporation and Subsidiaries (1-3, 6, 9, 10, 11, 14, 33 and 54); and as Chairman of the Board of Subsidiaries (9, 10, 11, 14, 33 and 54); and as Chairman of the Board and CEO of Subsidiaries (2 and 3); and as Managing Director of Subsidiary (6); and as Chairman/ President/CEO/COO/Attorney-In-Fact of USAA.
23 24 BRADFORD W. RICH, Director, Senior USAA Building Serves as Director of USAA Capital Vice President and Secretary San Antonio, Texas 78288 Corporation and Subsidiaries (2, 3, 6, 7, 9, 12-13, 14, 16, 17, 25, 27, 28, 33, 34, 35, 56 and 54); and as Chairman of the Officers of the Board of Directors of Subsidiary (34); and as Senior Vice President of USAA Capital Corporation and Subsidiaries (1, 11, 12, 16 and 17); and as Vice President of Subsidiaries (2, 3, 7, 14, 33, 54 and 56); and as Treasurer of Subsidiary (15); and as Secretary of USAA Capital Corporation and Subsidiaries (1, 2, 3, 7, 11, 12, 14, and 15-17, 33, 54, and 56). JOSUE ROBLES, Director,Senior Vice USAA Building Serves as Director of USAA Capital President and Controller San Antonio, Texas 78288 Corporation and Subsidiaries (2, 3, 6, 7, 9, 11-14, 16, 17, 21, 27, 33-35, 54 and 56); and as Chairman of Board of Subsidiaries (12, 13, 16, 17, 35); and as President of Subsidiaries (17 and 35); and as CFO of Subsidiary (1); and as CEO of Subsidiary (17); and as Senior Vice President of USAA Capital Corporation, USAA and of Subsidiaries (11 and 16); and as Vice President of Subsidiaries (2, 3, 9, 13, 14, 33, 54 and 56); and as Controller of USAA Capital Corporation and of Subsidiaries (11, 16 and 17); and as Treasurer of Subsidiaries (1, 2, 3, 9, 13, 14, 16, 17, 33, 34, 54 and 56).
3. USAA REAL ESTATE COMPANY
Name and Position Business Address Present Occupation - ----------------- ---------------- ------------------ STEPHANIE A. COLEMAN, Director 613 N. W. Loop 410, Suite 140 Managing Partner of Staffing Solutions San Antonio, Texas 78217 LUIS DE LA GARZA, Director 1020 N.E. Loop 410, Suite 700 Vice President-Corporate Relations San Antonio, Texas 78217 PG&E Gas Transmission BRIG. GEN. KENNETH R. FLEENOR, 14715 Hermes Retired from Military Director Selma, Texas 78154 EDWARD B. KELLEY, President, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice Chairman CEO Vice Chairman and Director IH-10 West, Suite 600 and Director of the Board of USAA Real San Antonio, Texas 78230-3884 Estate Company and Subsidiary (18); and as Director of Subsidiaries (13, 15, 19, 20 and 37-53); and as Vice Chairman of the Board of Subsidiaries (13 and 15); and as CEO of Subsidiaries (20, 37-43, and 45- 53); and as President of Subsidiaries (20, 37-42, and 44-53); and as Chairman of the Board of Subsidiaries (37-43, 45-53). T. PATRICK DUNCAN, Senior Vice 8000 Robert F. McDermott Frwy. Serves as Senior Vice President of USAA President and Director IH-10 West, Suite 600 Real Estate Company and Subsidiaries (37- San Antonio, Texas 78230-3884 53) and as Director of USAA Real Estate Company and Subsidiaries (37-53); and as Vice Chair of Subsidiaries (38-43, 45-53).
24 25 RANDAL R. SEEWALD, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real Estate and Secretary IH-10 West, Suite 600 Company and Subsidiaries (18-20 and 37-53) San Antonio, Texas 78230-3884 and as Director of Subsidiaries 38-53) and as Treasurer of Subsidiaries (18-20), and as Secretary of USAA Real Estate Company and Subsidiaries (18-20, 37-53). MARTHA J. BARROW, Vice President 8000 Robert F. McDermott Frwy. Serves as President of Subsidiary (43) and and Treasurer IH-10 West, Suite 600 as Vice President of USAA Real Estate San Antonio, Texas 78230-3884 Company and Subsidiaries (37-42 and 44- 53) and as Director of Subsidiary (42) and as Treasurer of USAA Real Estate Company and Subsidiaries (37-42, 44-53). S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39, San Antonio, Texas 78230-3884 42, 43 and 45-53) and Director of Subsidiary (42). RANDELL E. CARR, JR., Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President of President IH-10 West, Suite 600 USAA Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (42 and 53). MAJ. GEN. CHRIS O. DIVICH, Director 9311 San Pedro, Suite 600 Serves as Senior Vice President of San Antonio, Texas 78216 Southwest Business Corporation. DAVID A. ROSALES, Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President and President and Controller IH-10 West, Suite 600 Controller of USAA Real Estate Company San Antonio, Texas 78230-3884 and Subsidiaries (37-43 and 45-53). SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39, San Antonio, Texas 78230-3884 41, 43 and 45-51). DAVID M. HOLMES, Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President of President IH-10 West, Suite 600 USAA Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 43 and 45-51).
4. USAA INVESTORS I, INC.
Name and Position Business Address Present Occupation - ----------------- ---------------- ------------------ EDWARD B. KELLEY, Chairman, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice Chairman President, CEO and Director IH-10 West, Suite 600 and Director of the Board of USAA Real San Antonio, Texas 78230-3884 Estate Company and Subsidiary (18); and as Director of Subsidiaries (13, 15, 19, 20 and 37-53); and as Vice Chairman of the Board of Subsidiaries (13 and 15); and as CEO of Subsidiaries (20, 37-43, and 45- 53); and as President of Subsidiaries (20, 37-42, and 44-53); and as Chairman of the Board of Subsidiaries (37-43, 45-53). T. PATRICK DUNCAN, Vice Chairman, 8000 Robert F. McDermott Frwy. Serves as Senior Vice President of USAA Senior Vice President and Director IH-10 West, Suite 600 Real Estate Company and Subsidiaries (37- San Antonio, Texas 78230-3884 53) and as Director of USAA Real Estate Company and Subsidiaries (37-53); and as Vice Chair of Subsidiaries (38-43, 45-53). RANDAL R. SEEWALD, Vice President, 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real Estate Secretary, Legal Counsel and Director IH-10 West, Suite 600 Company and Subsidiaries (18-20 and 37-53) Antonio, Texas 78230-3884 and as Director of Subsidiaries (38-53) and as Treasurer of Subsidiaries (18-20), and as Secretary of USAA Real Estate Company and Subsidiaries (18-20, 37-53).
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Name and Position Business Address Present Occupation - ----------------- ---------------- ------------------ MARTHA J. BARROW, Vice President 8000 Robert F. McDermott Frwy. Serves as President of Subsidiary (43) and and Treasurer IH-10 West, Suite 600 as Vice President of USAA Real Estate San Antonio, Texas 78230-3884 Company and Subsidiaries (37-42 and 44- 53) and as Director of Subsidiary (42) and as Treasurer of USAA Real Estate Company and Subsidiaries (37-42, 44-53). S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39, San Antonio, Texas 78230-3884 42, 43 and 45-53) and Director of Subsidiary (42) SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39, San Antonio, Texas 78230-3884 41, 43 and 45-51). DAVID A. ROSALES, Assistant Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President and President and Controller IH-10 West, Suite 600 Controller of USAA Real Estate Company San Antonio, Texas 78230-3884 and Subsidiaries (37-43 and 45-53). DAVID M. HOLMES, Assistant Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President of President IH-10 West, Suite 600 USAA Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 43 and 45-51)
5. USAA INVESTORS II, INC.
Name and Position Business Address Present Occupation - ----------------- ---------------- ------------------ EDWARD B. KELLEY, Chairman, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice Chairman President, CEO and Director IH-10 West, Suite 600 and Director of the Board of USAA Real San Antonio, Texas 78230-3884 Estate Company and Subsidiary (18); and as Director of Subsidiaries (13, 15, 19, 20 and 37-53); and as Vice Chairman of the Board of Subsidiaries (13 and 15); and as CEO of Subsidiaries (20, 37-43, and 45- 53); and as President of Subsidiaries (20, 37-42, and 44-53); and as Chairman of the Board of Subsidiaries (37-43, 45-53). T. PATRICK DUNCAN, Vice Chairman, 8000 Robert F. McDermott Frwy. Serves as Senior Vice President of USAA Senior Vice President and Director IH-10 West, Suite 600 Real Estate Company and Subsidiaries (37- San Antonio, Texas 78230-3884 53) and as Director of USAA Real Estate Company and Subsidiaries (37-53); and as Vice Chair of Subsidiaries (38-43, 45-53). RANDAL R. SEEWALD, Vice President, 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real Secretary, Legal Counsel and Director IH-10 West, Suite 600 Estate Company and Subsidiaries (18-20 San Antonio, Texas 78230-3884 and 37-53) and as Director of Subsidiaries (38-53) and as Treasurer of Subsidiaries (18-20) and as Secretary of USAA Real Estate Company and of Subsidiaries (18-20, 37-53). MARTHA J. BARROW, Vice President 8000 Robert F. McDermott Frwy. Serves as President of Subsidiary (43) and and Treasurer IH-10 West, Suite 600 as Vice President of USAA Real Estate San Antonio, Texas 78230-3884 Company and Subsidiaries (37-42 and 44- 53) and as Director of Subsidiary (42) and as Treasurer of USAA Real Estate Company and Subsidiaries (37-42, 44-53).
26 27
Name and Position Business Address Present Occupation - ----------------- ---------------- ------------------ S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39, San Antonio, Texas 78230-3884 42, 43 and 45-53) and Director of Subsidiary (42) SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39, San Antonio, Texas 78230-3884 41, 43 and 45-51). DAVID A. ROSALES, Assistant Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President and President and Controller IH-10 West, Suite 600 Controller of USAA Real Estate Company San Antonio, Texas 78230-3884 and Subsidiaries (37-43 and 45-53). DAVID M. HOLMES, Assistant Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President of President IH-10 West, Suite 600 USAA Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 43 and 45-51)
6. USAA PROPERTIES III, INC.
Name and Position Business Address Present Occupation - ----------------- ---------------- ------------------ EDWARD B. KELLEY, Chairman, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice Chairman President, CEO and Director IH-10 West, Suite 600 and Director of the Board of USAA Real San Antonio, Texas 78230-3884 Estate Company and Subsidiary (18); and as Director of Subsidiaries (13, 15, 19, 20 and 37-53); and as Vice Chairman of the Board of Subsidiaries (13 and 15); and as CEO of Subsidiaries (20, 37-43, and 45- 53); and as President of Subsidiaries (20, 37-42, and 44-53); and as Chairman of the Board of Subsidiaries (37-43, 45-53). T. PATRICK DUNCAN, Vice Chairman, 8000 Robert F. McDermott Frwy. Serves as Senior Vice President of USAA Senior Vice President and Director IH-10 West, Suite 600 Real Estate Company and Subsidiaries (37- San Antonio, Texas 78230-3884 53) and as Director of USAA Real Estate Company and Subsidiaries (37-53); and as Vice Chair of Subsidiaries (38-43, 45-53). RANDAL R. SEEWALD, Vice President, 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real Secretary, Legal Counsel and Director IH-10 West, Suite 600 Estate Company and Subsidiaries (18-20 San Antonio, Texas 78230-3884 and 37-53) and as Director of Subsidiaries (38-53) and as Treasurer of Subsidiaries (18-20) and as Secretary of USAA Real Estate Company and of Subsidiaries (18-20, 37-53). MARTHA J. BARROW, Vice President 8000 Robert F. McDermott Frwy. Serves as President of Subsidiary (43) and and Treasurer IH-10 West, Suite 600 as Vice President of USAA Real Estate San Antonio, Texas 78230-3884 Company and Subsidiaries (37-42 and 44- 53) and as Director of Subsidiary (42) and as Treasurer of USAA Real Estate Company and Subsidiaries (37-42, 44-53). S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39, San Antonio, Texas 78230-3884 42, 43 and 45-53) and Director of Subsidiary (42) SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39, San Antonio, Texas 78230-3884 41, 43 and 45-51).
27 28
Name and Position Business Address Present Occupation - ----------------- ---------------- ------------------ DAVID A. ROSALES, Vice President and 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President and Controller IH-10 West, Suite 600 Controller of USAA Real Estate Company San Antonio, Texas 78230-3884 and Subsidiaries (37-43 and 45-53). DAVID M. HOLMES, Assistant Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President of President IH-10 West, Suite 600 USAA Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 43 and 45-51)
7. USAA PROPERTIES IV, INC.
Name and Position Business Address Present Occupation - ----------------- ---------------- ------------------ EDWARD B. KELLEY, Chairman, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice Chairman President, CEO and Director IH-10 West, Suite 600 and Director of the Board of USAA Real San Antonio, Texas 78230-3884 Estate Company and Subsidiary (18); and as Director of Subsidiaries (13, 15, 19, 20 and 37-53); and as Vice Chairman of the Board of Subsidiaries (13 and 15); and as CEO of Subsidiaries (20, 37-43, and 45- 53); and as President of Subsidiaries (20, 37-42, and 44-53); and as Chairman of the Board of Subsidiaries (37-43, 45-53). T. PATRICK DUNCAN, Vice Chairman, 8000 Robert F. McDermott Frwy. Serves as Senior Vice President of USAA Senior Vice President and Director IH-10 West, Suite 600 Real Estate Company and Subsidiaries (37- San Antonio, Texas 78230-3884 53) and as Director of USAA Real Estate Company and Subsidiaries (37-53); and as Vice Chair of Subsidiaries (38-43, 45-53). RANDAL R. SEEWALD, Vice President, 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real Secretary, Legal Counsel and Director IH-10 West, Suite 600 Estate Company and Subsidiaries (18-20 San Antonio, Texas 78230-3884 and 37-53) and as Director of Subsidiaries (38-53) and as Treasurer of Subsidiaries (18-20) and as Secretary of USAA Real Estate Company and of Subsidiaries (18-20, 37-53). MARTHA J. BARROW, Vice President 8000 Robert F. McDermott Frwy. Serves as President of Subsidiary (43) and and Treasurer IH-10 West, Suite 600 as Vice President of USAA Real Estate San Antonio, Texas 78230-3884 Company and Subsidiaries (37-42 and 44-53) and as Director of Subsidiary (42) and as Treasurer of USAA Real Estate Company and Subsidiaries (37-42, 44-53). S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39, San Antonio, Texas 78230-3884 42, 43 and 45-53) and Director of Subsidiary (42) SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA Real IH-10 West, Suite 600 Estate Company and Subsidiaries (37-39, San Antonio, Texas 78230-3884 41, 43 and 45-51). DAVID A. ROSALES, Assistant Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President and President and Controller IH-10 West, Suite 600 Controller of USAA Real Estate Company San Antonio, Texas 78230-3884 and Subsidiaries (37-43 and 45-53). DAVID M. HOLMES, Assistant Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President of President IH-10 West, Suite 600 USAA Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 43 and 45-51)
28 29 APPENDIX B BENEFICIAL OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS OF USAA, USAA-CC, REALCO, USAA-I, USAA-II, USAA-III, AND USAA-IV Except as indicated below, to the knowledge of the Reporting Parties, none of the persons identified on Appendix A beneficially own any Shares as of January 20, 1998. To the knowledge of the Reporting Parties, all Shares are beneficially owned directly by the person indicated in the table, and such person has sole voting and dispositive power with respect to such Shares.
Amount of Director/Executive Officer Beneficial Ownership Percent of Class - -------------------------- -------------------- ---------------- T. Patrick Duncan 600 -- Edward B. Kelly 1,000 -- S. Wayne Peacock 2,000 -- David M. Holmes 1,750 --
Each of the directors and executive officers of USAA may be deemed to share beneficial ownership of Shares beneficially owned by USAA, each of the directors and executive officers of USAA-CC may be deemed to share beneficial ownership of Shares beneficially owned by USAA-CC, each of the directors and executive officers of Realco may be deemed to share beneficial ownership of Shares beneficially owned by Realco, each of the directors and executive officers of USAA I may be deemed to share beneficial ownership of Shares beneficially owned by USAA I, each of the directors and executive officers of USAA II may be deemed to share beneficial ownership of Shares beneficially owned by USAA II, each of the directors and executive officers of USAA III may be deemed to share beneficial ownership of Shares beneficially owned by USAA III, and each of the directors and executive officers of USAA IV may be deemed to share beneficial ownership of Shares beneficially owned by USAA IV. Each of the individuals listed above disclaims beneficial ownership of such Shares, and the number of Shares shown above to be owned beneficially by each individual excludes such Shares. 29 30 EXHIBIT INDEX Exhibit No. 10.11 Form of Amended and Restated Agreement and Plan of Merger, dated as of June 30,1997, by and between the Company and each of RELP I, RELP II, RELP III and RELP IV (incorporated by reference to Annex I to the Joint Proxy Statement/Prospectus forming a part of the Company's Registration Statement on Form S-4 (No. 333-31823)). 10.12 Amended and Restated Agreement for Joint Filing on Behalf of Each Reporting Party. EX-10.12 2 AMENDED & RESTATED AGREEMENT FOR JOINT FILING 1 EXHIBIT 10.12 AMENDED AND RESTATED AGREEMENT FOR JOINT FILING In connection with the beneficial ownership of Shares of Beneficial Interest, par value $.10 per share, of American Industrial Properties REIT, USAA Real Estate Company, USAA Capital Corporation, United Services Automobile Association, USAA Investors I, Inc., USAA Investors II, Inc., USAA Properties III, Inc. and USAA Properties IV, Inc. hereby agree to the joint filing on behalf of such persons all filings, including the filing of a Schedule 13D and all amendments thereto pursuant to Rule 13d-2(f)(1)(iii) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), required under the Exchange Act pursuant to which joint filing statements are permitted. IN WITNESS WHEREOF, the undersigned have caused this Amended and Restated Agreement for Joint Filing to be signed as of this 26th day of January, 1998. USAA REAL ESTATE COMPANY By: /s/ T. Patrick Duncan ---------------------------------- Name: T. Patrick Duncan Title: Senior Vice President -- Real Estate Operations USAA CAPITAL CORPORATION Signature: /s/ Bradford W. Rich --------------------------- Name: Bradford W. Rich Title: Senior Vice President UNITED SERVICES AUTOMOBILE ASSOCIATION Signature: /s/ Bradford W. Rich --------------------------- Name: Bradford W. Rich Title: Senior Vice President 2 USAA INVESTORS I, INC. By: /s/ T. Patrick Duncan ---------------------------------- Name: T. Patrick Duncan Title: Senior Vice President -- Real Estate Operations USAA INVESTORS II, INC. By: /s/ T. Patrick Duncan ---------------------------------- Name: T. Patrick Duncan Title: Senior Vice President -- Real Estate Operations USAA PROPERTIES III, INC. By: /s/ T. Patrick Duncan ---------------------------------- Name: T. Patrick Duncan Title: Senior Vice President -- Real Estate Operations USAA PROPERTIES IV, INC. By: /s/ T. Patrick Duncan ---------------------------------- Name: T. Patrick Duncan Title: Senior Vice President -- Real Estate Operations -----END PRIVACY-ENHANCED MESSAGE-----