-----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, Q41jKV3vfMdilSwASn3dY0Gs+PfGxT45iU1ZuO2iBPwV31ZI9nf930zt6BBCdwV9 UZEgfky4WqlrqW4/Z+HDGA== 0000950134-98-004863.txt : 19980601 0000950134-98-004863.hdr.sgml : 19980601 ACCESSION NUMBER: 0000950134-98-004863 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980529 SROS: NONE GROUP MEMBERS: UNITED SERVICES AUTOMOBILE ASSOC GROUP MEMBERS: USAA CAPITAL CORPORATION GROUP MEMBERS: USAA INVENTORS I INC GROUP MEMBERS: USAA INVESTORS II INC GROUP MEMBERS: USAA PROPERTIES III INC GROUP MEMBERS: USAA PROPERTIES 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: 98634734 BUSINESS ADDRESS: STREET 1: 6210 N BELTLINE RD STREET 2: STE 170 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. 3 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. 3) 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) APRIL 30, 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 40 Pages) 2 CUSIP NO. 026791103 13D Page 2 of 40 Pages ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 1,678,086 Shares of Beneficial Interest (See Item 5) PERSON WITH ------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,678,086 Shares of Beneficial Interest (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,678,086 Shares of Beneficial Interest (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.1% (See Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ 3 CUSIP NO. 026791103 13D Page 3 of 40 Pages ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 1,678,086 Shares of Beneficial Interest (See Item 5) PERSON WITH ------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,678,086 Shares of Beneficial Interest (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,678,086 Shares of Beneficial Interest (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.1% (See Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ 4 CUSIP NO. 026791103 13D Page 4 of 40 Pages ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON USAA Real Estate Company - -------------------------------------------------------------------------------- 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 1,678,086 Shares of Beneficial Interest (See Item 5) PERSON WITH ------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 1,678,086 Shares of Beneficial Interest (See Item 5) - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,678,086 Shares of Beneficial Interest (See Item 5) - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.1% (See Item 5) - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ 5 CUSIP NO. 026791103 13D Page 5 of 40 Pages ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON WITH ------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ 6 CUSIP NO. 026791103 13D Page 6 of 40 Pages ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON WITH ------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ 7 CUSIP NO. 026791103 13D Page 7 of 40 Pages ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON WITH ------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ 8 CUSIP NO. 026791103 13D Page 8 of 40 Pages ================================================================================ 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 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 BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Texas - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY ------------------------------------------------------------- OWNED BY 8 SHARED VOTING POWER EACH REPORTING 0 PERSON WITH ------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* CO ================================================================================ 9 This Amendment No. 3 supplements and amends the Statement on Schedule 13D filed on December 20, 1996 (as amended, the "Schedule 13D") by United Services 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended to add the following at the end thereof: Effective as of April 30, 1998, each of USAA-I, USAA-II, USAA-III, and USAA-IV distributed to Realco all of the Shares owned directly by it and, thereupon, ceased to be the beneficial owner of any securities of the Company. (Such distributions are hereinafter referred to collectively as the "Distributions.") ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended to add the following immediately prior to the last paragraph thereof: The purpose of the Distributions was to consolidate the direct ownership of all Shares beneficially owned by the Reporting Persons in a single entity and thereby simplify the administrative burden associated with the ownership of such Shares. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. Item 5 is hereby amended by deleting it in its entirety and substituting the following therefor: Giving effect to the Distributions and the other transactions disclosed herein, Realco owns directly 1,678,086 Shares (including 4,000 Shares issuable to Realco upon exercise of the Options (as defined below)), constituting 15.1% of the total number of Shares. By reason of the relationships described in Item 2 above, USAA, USAA-CC, and Realco may be deemed to have shared voting and dispositive power with respect to the 1,678,086 Shares owned directly by Realco. All Share numbers in the immediately preceding paragraph 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 paragraph are based on 11,102,577 Shares (reflecting the Reverse Stock Split) outstanding consisting of: (i) 11,098,577 Shares outstanding as of May 13, 1998 (as disclosed in the Company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998) and (ii) 4,000 Shares issuable upon exercise of the Options. 9 10 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 March 30, 1998. 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. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended to add the following at the end thereof: On June 30, 1997, each of Messrs. Duncan and Kelley were granted options to purchase Shares (collectively, the "Options") in connection with their services as Trust Managers of the Company. Pursuant to internal policies of Realco, each of Messrs. Duncan and Kelley thereafter transferred to Realco the Options granted to him. Giving effect to certain adjustments made in connection with the Reverse Stock Split, the Options entitle Realco to purchase 4,000 Shares at an exercise price of $15.00 per Share. A form of the option agreement governing the Options is attached hereto as Exhibit 10.13. Similarly, on December 1, 1997, each of Messrs. Duncan and Kelley were awarded 2,254 Shares in connection with their services as Trust Managers of the Company. Pursuant to internal policies of Realco, each of Messrs. Duncan and Kelley thereafter transferred to Realco the Shares awarded to him. In accordance with the terms of the Registration Rights Agreements described above, the Company has included the 1,678,086 Shares owned by Realco in a Registration Statement on Form S-3 initially filed by the Company with the Securities and Exchange Commission on May 15, 1998 (the "Registration Statement"). The Registration Statement registers the resale of Shares owned by Realco and certain other persons under the Securities Act of 1933, as amended. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. The following are filed herewith as Exhibits to this Amendment No. 3 to Schedule 13D. 10.13 Form of Option Agreement. 10 11 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: May 29, 1998 UNITED SERVICES AUTOMOBILE ASSOCIATION By: /s/ Michael D. Wagner ------------------------------------ Name: Michael D. Wagner Title: Vice President 11 12 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: May 29, 1998 USAA CAPITAL CORPORATION By: /s/ Michael D. Wagner ------------------------------------ Name: Michael D. Wagner Title: Vice President 12 13 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: May 29, 1998 USAA REAL ESTATE COMPANY By: /s/ Randal R. Seewald ------------------------------------ Name: Randal R. Seewald Title: Vice President 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: May 29, 1998 USAA INVESTORS I, INC. By: /s/ Randal R. Seewald ------------------------------------ Name: Randal R. Seewald Title: 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: May 29, 1998 USAA INVESTORS II, INC. By: /s/ Randal R. Seewald ------------------------------------ Name: Randal R. Seewald Title: 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: May 29, 1998 USAA PROPERTIES III, INC. By: /s/ Randal R. Seewald ------------------------------------ Name: Randal R. Seewald Title: Vice President 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: May 29, 1998 USAA PROPERTIES IV, INC. By: /s/ Randal R. Seewald ------------------------------------ Name: Randal R. Seewald Title: Vice President 17 18 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 Insurance Agency, 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) USAA Insurance Agency, Inc. (New Mexico); (23) USAA Insurance Agency, Inc. (Alabama); (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; (60) USAA Corporate Attorney in Fact, Inc.; (61) USAA Information Technology Company; (62) USAA Merchandise Services Company; and (63) USAA Life Insurance Company of New York (collectively, the Subsidiaries). USAA and subsidiaries (2-35, 54-63) 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 18 19 the names, the residences or business addresses, and the present principal occupation or employment of the directors and executive officers of the Reporting Parties. 1. UNITED SERVICES AUTOMOBILE ASSOCIATION Name and Position Business Address Present Occupation ROBERT T. HERRES, USAA Building Serves as Chairman/President/CEO/COO San Antonio, Texas 78288 Chairman/President/CEO/COO/ Attorney-in-Fact and Director Attorney-in-Fact of USAA and Director of Subsidiaries (2, 3, 6, 9, 10, 11, 14, 33 and 54) and as Chairman of Board of Subsidiaries (9, 10, 11, 14, 33, 54, 60, 61 and 62); 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 San Antonio, Texas 78288 Chairman 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 San Antonio, Texas 78288 Subsidiary (10). RICHARD D. MILLIGAN, Director USAA Building Serves as Director of USAA and San Antonio, Texas 78288 Subsidiary (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 & in-Fact, President-Property & San Antonio, Texas 78288 Casualty Insurance, P&C of USAA Casualty Insurance, P&C and as Director of Subsidiaries (2-6, 9, 10, 14, 34, 35, 54, 60 and 61); and as Vice Chair of Board and President of Subsidiaries (2 and 3); and as Chairman of Board of Subsidiaries (4 & 5); CEO of Subsidiary (54); and as Vice Chairman, President and CEO of Subsidiary (60).
19 20 HENRY VICCELLIO, JR., Executive USAA Building Serves as Executive Vice President Vice President, Deputy CEO for San Antonio, Texas 78288 and Deputy CEO of USAA; and as Operational Integration and Director of Subsidiary (33 and Support 61). MICHAEL J.C. ROTH, Vice Chair, USAA Building Serves as Director, Vice Chair, CEO, President and Director San Antonio, Texas 78288 CEO, and 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 USAA Building Serves as Sr. Vice President-CFO President-CFO/Treasurer San Antonio, Texas 78288 and Treasurer of USAA and as Director of Subsidiaries (2, 3, 6, 7, 9-12, 13, 14, 16, 17, 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); and as Chair of Board and President of Subsidiary (35); and as Treasurer of Subsidiaries (33 and 34), and Chairman of (12, 13); and as Chairman, President and CEO of Subsidiary (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, Board, CEO, President and Director San Antonio, Texas 78288 President of Subsidiary (7) and as Director of Subsidiaries (7, 8, 11, 14, 22, 23, 34, 35 and 56); as Chairman of the Board and President of Subsidiary (8); and as Chairman, President and CEO of Subsidiary (63). 2. USAA CAPITAL CORPORATION Name and Position Business Address Present Occupation ----------------- ---------------- ------------------ ROBERT G. DAVIS, Director, Vice USAA Building Serves as Director, Vice Chairman, Chairman, CEO/President San Antonio, Texas 78288 CEO and President of USAA Capital Corporation; and as Director of 36 Subsidiaries (2, 3, 7, 9, 11-21, 25-36, 54 and 61); 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 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. HYBL, 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).
20 21 ROBERT T. HERRES, USAA Building Serves as Director of USAA Capital Director, Chairman San Antonio, Texas 78288 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. 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, 14, 16, 17, 25, 27, 28, 33, 34, 35, 54, 56, 60, 61 and 62); 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, 56, 60 and 61); 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 USAA Building Serves as Director of USAA Capital Vice President and Controller San Antonio, Texas 78288 Corporation and Subsidiaries (2, 3, 6, 7, 9, 11-14, 16, 17, 27, 33- 35, 54, 56, 60, 61 and 62); and as Chairman of Board of Subsidiaries (12, 13, 16, 17, 35); and as President of Subsidiaries (16, 17 and 35); and as CFO of Subsidiary (1); and as CEO of Subsidiary ( 16 and 17); and as Senior Vice President of USAA Capital Corporation, USAA and of Subsidiaries (11); and as Vice President of Subsidiaries (2, 3, 9, 14, 33, 54, 56, 60, 61 and 62); and as Controller of USAA Capital Corporation and of Subsidiaries (11, 16 and 17); and as Treasurer of Subsidiaries (1, 2, 3, 9, 14, 16, 17, 33, 34, 54, 56 and 62). 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 San Antonio, Texas 78216 Solutions LUIS DE LA GARZA, Director 1020 N.E. Loop 410, Suite 700 Vice President-Corporate Relations San Antonio, Texas 78209 PG&E Gas Transmission BRIG. GEN. KENNETH R. FLEENOR, 13735 Corinth Retired from Military Director Universal City, Texas 78148
21 22 EDWARD B. KELLEY, President, 8000 Robert F. McDermott Frwy. Serves as President, CEO, Vice CEO Vice Chairman and Director IH-10 West, Suite 600 Chairman and Director of the Board San Antonio, Texas 78230-3884 of USAA Real 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 Subsidiary (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 President and Director IH-10 West, Suite 600 USAA Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (37-53) 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 and Secretary IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (18-20 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 Subsidiaries (18-20, 37-53). DAVID M. HOLMES, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA and Treasurer IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as Director of Subsidiary (42) and as Treasurer of USAA Real Estate Company and Subsidiaries (37-53). S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (37-39, 42, 43 and 47-53) and Director of Subsidiary (42). RANDELL E. CARR, JR., Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President President IH-10 West, Suite 600 of USAA Real Estate Company. San Antonio, Texas 78230-3884 MAJ. GEN. CHRIS O. DIVICH, 9311 San Pedro, Suite 600 Serves as Senior Vice President of Director San Antonio, Texas 78216 Southwest Business Corporation. PATRICIA R. MARTIN, Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President President and Controller IH-10 West, Suite 600 and Controller of USAA Real Estate San Antonio, Texas 78230-3884 Company and Subsidiaries (37-53). SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 41, 43 and 45-51). STANLEY R. ALTERMAN, Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President President IH-10 West, Suite 600 of USAA Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (37-39, 41, 42, 45- 53); and as Director of Subsidiary (42). GARY M. DRIGGERS, Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President President IH-10 West, Suite 600 of USAA Real Estate Company and San Antonio, Texas 78230-3884 Subsidiary (37). THOMAS M. BOTHEN, Asst. Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President President IH-10 West, Suite 600 of USAA Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (37, 47 and 51).
22 23 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 President, CEO and Director IH-10 West, Suite 600 Chairman and Director of the San Antonio, Texas 78230-3884 Board of USAA Real 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 Subsidiary (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 Senior Vice President and IH-10 West, Suite 600 of USAA Real Estate Company and Director San Antonio, Texas 78230-3884 Subsidiaries (37-53) 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 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA President, Secretary, Legal IH-10 West, Suite 600 Real Estate Company and Counsel and Director San Antonio, Texas 78230-3884 Subsidiaries (18-20 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). DAVID M. HOLMES, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA and Treasurer IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as Director of Subsidiary (42) and as Treasurer of USAA Real Estate Company and Subsidiaries (37-53). S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (37-39, 42, 43 and 47-53) and Director of Subsidiary (42) SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 41, 43 and 45-51). PATRICIA R. MARTIN, Assistant 8000 Robert F. McDermott Frwy. Serves as Assistant Vice Vice President and Controller IH-10 West, Suite 600 President and Controller of USAA San Antonio, Texas 78230-3884 Real Estate Company and Subsidiaries (37-53). STANLEY R. ALTERMAN, Assistant 8000 Robert F. McDermott Frwy. Serves as Assistant Vice Vice President IH-10 West, Suite 600 President of USAA Real Estate San Antonio, Texas 78230-3884 Company and Subsidiaries (37-39, 41, 42, 45-53); and as Director of Subsidiary (42)
23 24 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 President, CEO and Director IH-10 West, Suite 600 Chairman and Director of the San Antonio, Texas 78230-3884 Board of USAA Real 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 Subsidiary (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 Senior Vice President and IH-10 West, Suite 600 of USAA Real Estate Company and Director San Antonio, Texas 78230-3884 Subsidiaries (37-53) 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 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA President, Secretary, Legal IH-10 West, Suite 600 Real Estate Company and Counsel and Director San Antonio, Texas 78230-3884 Subsidiaries (18-20 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). DAVID M. HOLMES, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA and Treasurer IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as Director of Subsidiary (42) and as Treasurer of USAA Real Estate Company and Subsidiaries (37-53). S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (37-39, 42, 43 and 47-53) and Director of Subsidiary (42) SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (38, 39, 41, 43 and 45-51). PATRICIA R. MARTIN, Assistant 8000 Robert F. McDermott Frwy. Serves as Assistant Vice Vice President and Controller IH-10 West, Suite 600 President and Controller of USAA San Antonio, Texas 78230-3884 Real Estate Company and Subsidiaries (37-53). STANLEY R. ALTERMAN, Assistant 8000 Robert F. McDermott Frwy. Serves as Assistant Vice Vice President IH-10 West, Suite 600 President of USAA Real Estate San Antonio, Texas 78230-3884 Company and Subsidiaries (37-39, 41, 42, 45-53); and as Director of Subsidiary (42)
24 25 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 President, CEO and Director IH-10 West, Suite 600 Chairman and Director of the San Antonio, Texas 78230-3884 Board of USAA Real 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 Subsidiary (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 Senior Vice President and IH-10 West, Suite 600 of USAA Real Estate Company and Director San Antonio, Texas 78230-3884 Subsidiaries (37-53) 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 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA President, Secretary, Legal IH-10 West, Suite 600 Real Estate Company and Counsel and Director San Antonio, Texas 78230-3884 Subsidiaries (18-20 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). DAVID M. HOLMES, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA and Treasurer IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as Director of Subsidiary (42) and as Treasurer of USAA Real Estate Company and Subsidiaries (37-53). S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (37-39, 42, 43 and 47-53) and Director of Subsidiary (42). SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (38,39, 41, 43 and 45-51). PATRICIA R. MARTIN, Vice 8000 Robert F. McDermott Frwy. Serves as Assistant Vice President and Controller IH-10 West, Suite 600 President and Controller of USAA San Antonio, Texas 78230-3884 Real Estate Company and Subsidiaries (37-53). STANLEY R. ALTERMAN, Assistant 8000 Robert F. McDermott Frwy. Serves as Assistant Vice Vice President IH-10 West, Suite 600 President of USAA Real Estate San Antonio, Texas 78230-3884 Company and Subsidiaries (37-39, 41, 42, 45-53); and as Director of Subsidiary (42). 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 President, CEO and Director IH-10 West, Suite 600 Chairman and Director of the San Antonio, Texas 78230-3884 Board of USAA Real 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 Subsidiary (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).
25 26 Name and Position Business Address Present Occupation - ----------------- ---------------- ------------------ T. PATRICK DUNCAN, Vice Chairman, 8000 Robert F. McDermott Frwy. Serves as Senior Vice President Senior Vice President and IH-10 West, Suite 600 of USAA Real Estate Company and Director San Antonio, Texas 78230-3884 Subsidiaries (37-53) 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 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA President, Secretary, Legal IH-10 West, Suite 600 Real Estate Company and Counsel and Director San Antonio, Texas 78230-3884 Subsidiaries (18-20 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). DAVID M. HOLMES, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA and Treasurer IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (37-53) and as Director of Subsidiary (42) and as Treasurer of USAA Real Estate Company and Subsidiaries (37-53). S. WAYNE PEACOCK, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (37-39, 42, 43 and 47-53) and Director of Subsidiary (42) SUSAN T. WALLACE, Vice President 8000 Robert F. McDermott Frwy. Serves as Vice President of USAA IH-10 West, Suite 600 Real Estate Company and San Antonio, Texas 78230-3884 Subsidiaries (38,39, 41, 43 and 45-51). PATRICIA R. MARTIN, Assistant 8000 Robert F. McDermott Frwy. Serves as Assistant Vice Vice President and Controller IH-10 West, Suite 600 President and Controller of USAA San Antonio, Texas 78230-3884 Real Estate Company and Subsidiaries (37-53). STANLEY R. ALTERMAN, Assistant 8000 Robert F. McDermott Frwy. Serves as Assistant Vice Vice President IH-10 West, Suite 600 President of USAA Real Estate San Antonio, Texas 78230-3884 Company and Subsidiaries (37-39, 41, 42, 45-53); and as Director of Subsidiary (42).
26 27 Appendix B is hereby amended by deleting it in its entirety and substituting the following therefor: 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 May 28, 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 *
- ---------- *Less than 1.0% 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, and 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 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. 27 28 EXHIBIT INDEX
Exhibit No. Description - ----------- ----------------------------------- 10.13 Form of Option Agreement.
28 EX-10.13 2 FORM OF OPTION AGREEMENT 1 EXHIBIT 10.13 Form of Option Agreement OPTION CERTIFICATE (NON-STATUTORY SHARE OPTION) THIS IS TO CERTIFY that American Industrial Properties REIT, a Texas real estate investment trust (the "Trust"), has granted to the individual named below ("Optionee") a non-statutory share option (the "Option") to purchase the Trust's Common Shares of Beneficial Interest, $.10 par value per share (the "Shares"), under its Employee and Trust Manager Incentive Share Plan (the "Plan"), as follows: Name of Optionee: ------------------------------------------------------------------------------ Address of Optionee: 8000 Robert F. McDermott Fwy ------------------------------------------------------------------------------ Suite 600 ------------------------------------------------------------------------------ San Antonio, TX 78230-3884 ------------------------------------------------------------------------------ Number of Shares: 10,000 ------------------------------------------------------------------------------ Exercise Price: $3.00 ------------------------------------------------------------------------------ Option Expiration Date: 6/30/2007 ------------------------------------------------------------------------------ Dates and Amount of Vesting: Date Percentage ---- ---------- 6/30/97 100% ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------ ------------------------------------------------------------------------------
SUMMARY OF OTHER TERMS: Terms of the Option extended hereunder are set forth in the Share Option Agreement (Non-Statutory Share Option) (the "Agreement") which is attached to this Certificate as Annex "I." This Certificate summarizes certain of the provisions of the Agreement for your information, but is not complete. Your rights are governed by the Agreement, not by this Summary. 1 2 Among the terms of the Agreement are the following: TERMINATION OF EMPLOYMENT: While the Option expires on the Option Expiration Date, it will terminate earlier if you cease to be employed by the Company. If your employment ends due to death, disability or retirement, the Option will expire on the date of death, disability or retirement. Any Options vested on such date may be exercised by eligible persons under the Plan for a period of two years from the date of death, disability or retirement. In all other cases, the Option will expire on the date of termination of employment. TRANSFER: The Option is personal to you and cannot be sold, transferred, assigned or otherwise disposed of to any other person, except by will or the laws of descent and distribution or pursuant to a qualified domestic relations order. EXERCISES: You can exercise the Option (after it becomes exercisable), in whole or in part by delivering to the Company a Notice of Exercise identical to Exhibit "A" attached to the Agreement, accompanied by payment of the Exercise Price for the Shares to be purchased. The Company will then issue a certificate to you for the Shares you have purchased. You are under no obligation to exercise the Option. ANTI-DILUTION PROVISIONS: Section 6 of the Plan contains provisions which adjust your Option to reflect Share Splits, share dividends, mergers and other major corporate reorganizations which would change the nature of the Shares underlying your Option. WITHHOLDING: The Company may require that you make arrangements necessary to insure the property withholding of any amount of tax, if any, required to be withheld by the Company as a result of the exercise of the Option. AGREEMENT: By signing this Certificate, you will be agreeing to all of the terms of the Agreement, including those not summarized in this Certificate. 2 3 AGREEMENT The Trust and the above-named Optionee each hereby agrees to be bound by all of the terms and conditions of the Share Option Agreement (Non-Statutory Share Option) which is attached hereto as Annex "I" and incorporated herein by this reference as if set forth in full in this document. Dated as of 7/31, 1997 AMERICAN INDUSTRIAL PROPERTIES REIT By: ----------------------------------------------- Title: -------------------------------------------- OPTIONEE -------------------------------------------------- (Signature) -------------------------------------------------- (Please print your name exactly as you wish it to appear on any Share certificate issued to you upon exercise of the Option.) -------------------------------------------------- Social Security Number 4 ANNEX I SHARE OPTION AGREEMENT (NON-STATUTORY SHARE OPTION) This SHARE OPTION AGREEMENT (this "Agreement") is made and entered into on the execution date of the Option Certificate to which it is attached (the "Certificate"), by and between American Industrial Properties REIT, a Texas real estate investment trust (the "Trust") and the optionee (the "Optionee") named in the Certificate. Pursuant to the Trust's Employee and Trust Manager Incentive Share Plan (the "Plan"), the Committee has determined that Optionee is to be granted, on the terms and conditions set forth in this Agreement and in the Plan, an option (the "Option") to purchase the number of the Company's Common Shares of Beneficial Interest, $.10 par value per share (the "Shares") at the exercise price (the "Exercise Price") set forth in the Certificate. It is not intended that the Option qualify as an "Incentive Share Option" within the meaning of Section 422A of the Internal Revenue Code of 1986, as amended from time to time (the "Code"). All initial capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in the Plan. The Company and Optionee agree as follows: 1. GRANT OF OPTION. The Company hereby grants to Optionee, upon the terms and subject to the conditions set forth in this Agreement, the Option to purchase all or any portion of that number of Shares set forth in the Certificate (the "Option Shares"), at the Exercise Price. 2. TERM OF OPTION. The Option shall terminate and expire on the Option Expiration Date set forth in the Certificate, unless sooner terminated as provided herein. 3. VESTING; REGULATORY MATTERS. (a) Except as otherwise provided in Sections 3(b), 6 or 7 of this Agreement: (i) the Option shall only be exercisable commencing on the Date of Vesting set forth in the Certificate (the "Vesting Date"), and thereafter during the term of the Option; and (ii) if the Option terminates prior to the Vesting Date, the Option shall not be exercisable, in whole or in part. (b) Notwithstanding anything to the contrary contained in this Agreement, no Option Shares shall be purchased or sold hereunder unless and until (i) any then-applicable requirements of all state and federal laws and regulatory agencies shall have been fully complied with to the satisfaction of the Company and its counsel; (ii) if required to do so by the Company, Optionee shall have executed and delivered to the Company a letter of investment intent in such form and containing such provisions as the Committee may require. 4. EXERCISE OF OPTION. There is no obligation to exercise the Option. The Option may be exercised, in whole or in part, only by delivery to the Company of: (a) written notice of the exercise of the Option in form identical to Exhibit "A" attached to this Agreement stating the number of Option Shares being purchased; and 1 5 (b) payment of the Exercise Price (i) in cash or cash equivalent; or (ii) with the approval of the Committee, by delivery to the Committee of Shares which have been held by Optionee for at least six calendar months prior to the date of surrender and which have a Fair Market Value (as determined in accordance with Section 6.1(e) of the Plan) equal to the Exercise Price; or (iii) as otherwise provided in the Plan. Following receipt of the exercise notice, any other applicable documents and the payment referred to above, the Company shall promptly cause certificates representing the Option Shares purchased to be delivered to Optionee either at Optionee's address set forth in the records of the Company or at such other address as Optionee may designate in writing to the Company; provided, however, that the Company shall not be obligated to issue a fraction or fractions of a Share otherwise issuable upon exercise of the Option, and may pay to Optionee, in cash or cash equivalent, the Fair Market Value of any fraction or fractions of a Share as of the date of exercise. If requested by the Committee, Optionee shall also deliver this Agreement to the Secretary of the Company, who shall endorse hereon a notation of the exercise and return this Agreement to Optionee. The date of exercise of an Option that is validly exercised shall be deemed to be the date on which there shall have been delivered to the Committee the instruments referred to in this Section 4. Optionee shall not be deemed to be a holder of any Option Shares pursuant to the exercise of the Option until the date of issuance of a Share certificate to him or her for such Shares following payment in full for the Option Shares purchased. 5. TERMINATION OF EMPLOYMENT. (a) Except as provided in this Section 5, the Option cannot be exercised after Optionee has ceased to be employed by the Company. (b) If Optionee ceases to be employed by the Company for any reason other than death, disability or retirement, the Option (whether or not vested) shall terminate on the date of termination of employment. The Committee, in its sole and absolute discretion, shall determine whether or not authorized leaves of absence will constitute termination of employment for the purposes of this Agreement. If employment is terminated due to death, disability or retirement, the unvested portion of the Option shall terminate on the date of death, disability or retirement and with respect to the vested portion of the Option, the Optionee or his or her heirs or legal representative or guardians shall have two years from the date of death, disability or retirement to exercise the Option. 6. ADJUSTMENTS. (a) Changes in Capital Structure. If the number of outstanding Shares is increased by means of a Share dividend payable in Shares, a Share split or other subdivision or by a reclassification of Shares, then, from and after the record date for such dividend, subdivision or by a reclassification, the number and class of Shares subject to the Options, shall be increased in proportion to such increase in outstanding Shares and the then-applicable Exercise Price of the outstanding Options shall be correspondingly decreased. If the number of outstanding Shares is decreased by means of a Share split or other subdivision or by a reclassification of Shares, then, from 2 6 and after the record date for such split, subdivision or reclassification, the number of and class of Shares subject to the Options shall be decreased in proportion to such decrease in outstanding Shares and the then-applicable Exercise Price of the Options shall be correspondingly increased. (b) Certain Corporate Transactions. This Section 6(b) addresses the impact of certain corporate transactions on outstanding Options other than Options granted to Non-Employee Trust Managers (except to the extent provided in Section 6(c)) and other than transactions requiring adjustments in accordance with Section 6(a). In the case of any reclassification or change of outstanding Shares issuable upon exercise of an outstanding Option or in the case of any consolidation or merger of the Trust with or into another entity (other than a merger in which the Trust is the surviving entity and which does not result in any reclassification or change in the then-outstanding Shares) or in the case of any sale or conveyance to another entity of the property of the Trust as an entirety or substantially as an entirety then, as a condition of such reclassification, change, consolidation, merger, sale or conveyance, the Trust or such successor or purchasing entity, as the case may be, shall make lawful and adequate provision whereby the holder of each outstanding Option shall thereafter have the right, on exercise of such Option, to receive the kind and amount of securities, property and/or cash receivable upon such reclassification, change, consolidation, merger, sale or conveyance by a holder of the number of securities issuable upon exercise of such Option immediately before such reclassification, change, consolidation, merger, sale or conveyance. Such provision shall include adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in Section 6(a). Notwithstanding the foregoing, if such a transaction occurs, in lieu of causing such rights to be substituted for outstanding Options, the Committee may, upon 20 days' prior written notice to Participants in its sole discretion: (i) shorten the period during which Options are exercisable, provided they remain exercisable, to the extent otherwise exercisable, for at least 20 days after the date the notice is given, or (ii) cancel an Option upon payment to the Participant in cash, with respect to each Option to the extent then exercisable, of an amount which, in the sole discretion of the Committee, is determined to be equivalent to the amount, if any, by which the fair market value (at the effective time of the transaction) of the consideration that the Participant would have received if the Option had been exercised before the effective time exceeds the exercise price of the Option. The actions described in this Section 6(b) may be taken without regard to any resulting tax consequences to the Participant. The fourth sentence of this Section 6(b) shall not apply to any Option held by a person then subject to Section 16(b) if such Option has not been outstanding for at least six months. (c) Special Rule for Non-Employee Trust Managers. In the case of any of the transactions described in the second sentence of Section 6(b), that second sentence and the third sentence, but not the fourth sentence, of Section 6(b) shall apply to any outstanding Options granted to Non-Employee Trust Managers. 7. MODIFICATION. Subject to the terms and conditions and within the limitations of the Plan, the Committee may modify, extend or renew the Option or accept the surrender of, and authorize the grant of a new option in substitution for, the Option (to the extent not previously exercised). No modification of the Option shall be made which, without the consent of Optionee, would alter or impair any rights of Optionee under the Option. 3 7 8. WITHHOLDING. Optionee shall make any arrangement required by the Company and authorized by the Plan and the Committee (including, if applicable, accepting a lesser number of Option Shares upon exercise) to insure the proper withholding of the amount of tax, if any, required to be withheld by the Company as a result of the sale of Shares upon exercise of the Option. 9. INCORPORATION OF PLAN. This Agreement is made pursuant to the Plan, and it is intended, and shall be interpreted in a manner, to comply therewith. Any provision of this Agreement inconsistent with the Plan shall be superseded and governed by the Plan. Unless otherwise defined herein or otherwise required by the context, all capitalized terms used herein shall have the meanings defined in the Plan. 10. GENERAL PROVISIONS. (a) Further Assurances. Optionee shall promptly take all actions and execute all documents requested by the Company which the Company deems to be reasonably necessary to effectuate the terms and intent of this Agreement. (b) Notices. Any notice required or permitted under this Agreement shall be deemed given when delivered personally, or when deposited in a United States Post Office, postage prepaid, addressed, as appropriate, to Optionee either at the address set forth in the records of the Company or such other address as Optionee may designate in writing to the Committee, or to the Committee at 6210 N. Beltline Road, Suite 170, Irving, Texas 75063-2656 or such other address as the Committee may designate in writing to Optionee. (c) Failure to Enforce Not a Waiver. The failure of the Trust to enforce at any time any provision of this Agreement shall in no way be construed to be a waiver of such provision or of any other provision hereof. (d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas applicable to contracts made in, and to be performed within, that State. (e) Transfer of Rights under this Agreement. The Trust may at any time transfer and assign its rights and delegate its obligations under this Agreement to any other person, corporation, firm or entity, with or without consideration. (f) Option Non-Transferable. Optionee may not sell, transfer, assign or otherwise dispose of the Option except by will, the laws of descent and distribution or pursuant to a qualified domestic relations order, and only Optionee or his or her legal representative or guardian may exercise the Option during Optionee's lifetime. (g) Successors and Assigns. Except to the extent specifically limited by the terms and provisions of this Agreement, this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors, assigns, heirs and personal representatives. 4 8 (h) Miscellaneous. Titles and captions contained in this Agreement are inserted for convenience of reference only and do not constitute a part of this Agreement for any other purpose. Except as specifically provided herein, neither this Agreement nor any right pursuant hereto or interest herein shall be assignable by any of the parties hereto without the prior written consent of the other party hereto. The signature page of this Agreement consists of the last page of the Certificate. 5 9 EXHIBIT "A" NOTICE OF EXERCISE (To be signed only upon exercise of the Option) TO: American Industrial Properties REIT The undersigned, the holder of the enclosed Share Option Agreement (Non-Statutory Share Option), hereby irrevocably elects to exercise the purchase rights represented by the Option and to purchase thereunder ______________* Common Shares of Beneficial Interest of American Industrial Properties REIT (the "Trust") and herewith encloses payment of $_______ and/or ______ Shares in full payment of the purchase price of such shares being purchased. Dated: ------------------- --------------------------------------------------- (Signature must conform in all respects to name of holder as specified on the face of the Option) --------------------------------------------------- --------------------------------------------------- (Address) --------------------------------------------------- Social Security Number * Insert here a number based upon the number of presplit Shares called for on the face of the Option (or, in the case of a partial exercise, the number of Shares being exercised), in either case without making any adjustment for shares split, shares dividends or other additional Common Shares of the Trust, other securities or property which, pursuant to the adjustment provisions of Section 6 of the Plan, may be deliverable upon exercise. 6 10 CONSENT American Industrial Properties REIT ("AIP") hereby consents to the transfer to USAA Real Estate Company of the 2,000 shares options granted on the date hereof by AIP to ___________ under AIP's Employee and Trust Manager Incentive Share Plan. The parties agree that this Consent shall serve as an amendment to any Share Option Agreement entered into by AIP and ______________. Date: June 30, 1997 AMERICAN INDUSTRIAL PROPERTIES REIT ------------------------------------------------ Charles W. Wolcott, Chief Executive Officer and President ------------------------------------------------ , individually -------------------- 7 11 ASSIGNMENT AND ASSUMPTION OF OPTION AGREEMENT This Assignment and Assumption of Option Agreement is executed by _________________ ("Transferor") and USAA Real Estate Company, a Delaware corporation ("Transferee"), effective as of June 30, 1997. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Transferor does hereby sell, transfer, grant, convey, assign and deliver to Transferee, and its successors and assigns, all of Transferor's right, title and interest in and to the option to purchase 10,000 Common Shares of Beneficial Interest, par value $.10 per share, of American Industrial Properties REIT, a Texas real estate investment trust ("AIP"), granted by AIP to Transferor on June 30, 1997, together with all agreements and other instruments relating thereto (collectively, the "Option Agreement"). Transferee does hereby assume all liabilities and obligations arising under the Option Agreement. IN WITNESS WHEREOF, Transferor and Transferee have executed this Assignment and Assumption of Option Agreement. Transferor ------------------------------------------------ Transferee USAA REAL ESTATE COMPANY By: --------------------------------------------- Name: ------------------------------------------- Its: -------------------------------------------- 8 -----END PRIVACY-ENHANCED MESSAGE-----