1
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(Under Section 13(e) of the Securities Exchange Act of 1934 and Rule 13e-3
thereunder)
AMENDMENT NO. 6
AMERICAN INDUSTRIAL PROPERTIES REIT
(Name of Issuer)
DEVELOPERS DIVERSIFIED REALTY CORPORATION
DDR TRANSITORY SUB INC.
SCOTT A. WOLSTEIN
AMERICAN INDUSTRIAL PROPERTIES REIT
(Name of Person(s) Filing Statement)
COMMON SHARES OF BENEFICIAL INTEREST
(Title of Class of Securities)
026791202
(CUSIP Number of Class of Securities)
SCOTT A. WOLSTEIN DAVID M. JACOBSTEIN
CHIEF EXECUTIVE OFFICER PRESIDENT
DEVELOPERS DIVERSIFIED REALTY CORPORATION AMERICAN INDUSTRIAL PROPERTIES REIT
3300 ENTERPRISE PARKWAY 3300 ENTERPRISE PARKWAY
BEACHWOOD, OHIO 44122 BEACHWOOD, OHIO 44122
(216) 755-5500 (216) 755-5500
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of the Person(s) Filing Statement)
With a copy to:
ROBERT A. WEIBLE
Baker & Hostetler LLP
3200 National City Center
1900 East 9th Street
Cleveland, Ohio 44114
(216) 621-0200
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if soliciting materials or information statement
referred to in checking box (a) as preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the
results of the transaction: [X]
CALCULATION OF FILING FEE
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
TRANSACTION VALUATION* AMOUNT OF FILING FEE
- ------------------------------------------------------------------------------------------------------
$163,721,869...................................... $32,745
- ------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------
* For purposes of calculating the filing fee only. The filing fee was
determined by adding (a) the product of (i) the 11,354,793 common shares of
beneficial interest, par value $0.10 per share, of American Industrial
Properties REIT (the "Common Shares") that are proposed to be acquired in the
merger and (ii) the merger consideration of $14.16 per Common Share, plus (b)
$1,600,000 payable to holders of options to purchase Common Shares in
exchange for the cancellation of such options, plus (c) $1,338,000 payable to
holders of dividend equivalent rights ("DERs") in exchange for the
cancellation of such DERs (collectively, the "Total Consideration"). The
payment of the filing fee, calculated in accordance with Regulation 240.0-11
under the Securities Exchange Act of 1934, as amended, equals one-fiftieth of
1% of the Total Consideration.
[X] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $32,745
Filing Party: AMERICAN INDUSTRIAL PROPERTIES REIT
Form or Registration No: Form or Registration No:
SCHEDULE 14A PRELIMINARY PROXY SCHEDULE 13E-3
STATEMENT ($31,741 paid) ($1,004 paid)
Date Filed: DECEMBER 1, 2000 Date Filed: APRIL 13, 2001
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
2
INTRODUCTION
This Amendment No. 6 amends and supplements the Rule 13e-3 Transaction
Statement on Schedule 13E-3 (this "Schedule 13E-3") (as amended by Amendment
Nos. 1 through 5 thereto, the "Transaction Statement") jointly filed by (a)
Developers Diversified Realty Corporation, an Ohio corporation ("DDR"), (b) DDR
Transitory Sub Inc., a Texas corporation and subsidiary of DDR ("DDR Sub"), (c)
Scott A. Wolstein, and (d) American Industrial Properties REIT, a Texas real
estate investment trust and the issuer of the equity securities which are the
subject of the Rule 13e-3 transaction ("AIP"). The Transaction Statement was
filed in connection with the Schedule 14A solicitation of proxies required in
connection with the Agreement and Plan of Merger, dated as of November 1, 2000,
by and among DDR, DDR Sub and AIP (the "Merger Agreement"), pursuant to which it
was agreed that, upon AIP shareholder approval, the non-DDR related shareholders
will receive cash for their shares and DDR Sub will merge into AIP, with AIP
surviving as a wholly-owned subsidiary (except for one share owned by Scott
Wolstein) of DDR (the "Merger Transaction").
The purpose of this Amendment No. 6 is to file a final amendment to the
Transaction Statement to report the results of the Rule 13e-3 transaction
pursuant to Rule 13e-3(d)(3). Capitalized terms used but not defined herein
shall have the meaning set forth in the Transaction Statement.
1
3
ITEM 15. ADDITIONAL INFORMATION.
On May 14, 2001, the shareholders of AIP approved the Merger Transaction.
On the same date, AIP and DDR filed Certificates of Merger with the Secretary of
State of Texas and the County Clerk of Dallas County, Texas, at which time (i)
DDR Sub was merged with and into AIP, (ii) the AIP common shares then owned by
DDR, DDR Sub and their respective direct and indirect subsidiaries were
canceled, (iii) all other AIP common shares became the right to receive $12.89
per share in cash and (iv) all 10,000 shares in DDR Sub were converted into new
AIP common shares of which 9,999 are owned by DDR and one is owned by Scott A.
Wolstein.
On May 15, 2001, AIP filed a Certification and Notice of Termination of
Registration on Form 15 with the Securities and Exchange Commission in order to
terminate the registration of the AIP common shares under Section 12(g) of the
Act, in accordance with Rule 12g-4. As of such date, AIP'S duty under Section
15(d) of the Securities Exchange Act of 1934 (the "Act") to file information,
documents and reports required under Section 13 of the Act with respect to its
common shares was suspended pursuant to Rule 12h-3 under the Act. In addition,
the common shares of AIP were delisted from trading on the New York Stock
Exchange ("NYSE") and ceased to trade on the NYSE as of May 15, 2001.
2
4
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
DEVELOPERS DIVERSIFIED REALTY
CORPORATION
By: /s/ JOAN U. ALLGOOD
-----------------------------------
Name: Joan U. Allgood
Title: Senior Vice President and
General Counsel
DDR TRANSITORY SUB INC.
By: /s/ JOAN U. ALLGOOD
-----------------------------------
Name: Joan U. Allgood
Title: Vice President and Secretary
AMERICAN INDUSTRIAL PROPERTIES REIT
By: /s/ DAVID M. JACOBSTEIN
-----------------------------------
Name: David M. Jacobstein
Title: President
/s/ SCOTT A. WOLSTEIN
-------------------------------------
Scott A. Wolstein
Dated: May 15, 2001
3