<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
MERIDIAN POINT REALTY TRUST VIII CO.
- --------------------------------------------------------------------------------
(Name of Issuer)
PREFERRED STOCK
- --------------------------------------------------------------------------------
(Title of Class of Securities)
589954-20-5
------------------------------------
(CUSIP Number)
N. Keith McKey
300 One Jackson Place, 188 East Capitol Street
Jackson, Mississippi 39201; (601) 354-3555
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 27, 1997
------------------------------------
(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 [ ].
Check the following box if a fee is being paid with the statement [x]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
This Document contains 18 Pages.
<PAGE> 2
- ---------------------------- ---------------------------------
CUSIP NO. 589954-20-5 SCHEDULE 13D PAGE 2 OF 18 PAGES
------------ ----- ------
- ---------------------------- ---------------------------------
<TABLE>
<CAPTION>
<S> <C> <C>
- ------------------------------------------------------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EastGroup Properties, Inc.
- ------------------------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
- ------------------------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
- ------------------------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ------------------------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
- ------------------------------------------------------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,449,956
---------------------------------------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
---------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,449,956
---------------------------------------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
- ------------------------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,449,956
- ------------------------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
- ------------------------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.5%
- ------------------------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE> 3
SCHEDULE 13D
MERIDIAN POINT REALTY TRUST VIII CO.
------------------------------------
ITEM 1. SECURITY AND ISSUER.
--------------------
This Statement relates to the Shares of Preferred Stock,
$0.001 par value per share ("Shares"), of Meridian Point
Realty Trust VIII Co., a Missouri corporation (the "Issuer").
The address of the Issuer's principal executive offices is 655
Montgomery Street, Suite 800, San Francisco, California 94111.
ITEM 2. IDENTITY AND BACKGROUND.
------------------------
This Statement is filed on behalf of EastGroup Properties,
Inc. a Maryland corporation ("EastGroup"). Information
concerning the principal business of EastGroup is contained in
Item 4 of this Statement, which is incorporated herein by this
reference. The address of EastGroup's principal office is 300
One Jackson Place, 188 East Capitol Street, Jackson,
Mississippi 39201.
Item 2 information with respect to the directors and executive
officers of EastGroup is contained in Attachment A hereto,
which is incorporated herein by this reference. EastGroup and
its executive officers and directors are sometimes hereinafter
collectively referred to as the "Reporting Persons."
During the last five years, none of the Reporting Persons has
(i) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) 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. Each of the individual
Reporting Persons is a citizen of the United States.
NOTE: Nothing in this Statement shall be construed as a
statement or admission that the Reporting Persons, or
any of them, (i) are acting as a group in the
acquisition, disposition or holding of Shares, (ii)
collectively constitute a "person" within the meaning
of Section 13(d)(3), of the Securities Exchange Act
of 1934, as amended (the "Act"), or (iii) for the
purposes of Section 13(d) of the Act, are the
beneficial owners of any Shares other than those
Shares in which each person is specifically
identified in this Statement to have a beneficial
ownership.
Page 3 of 18 Pages
<PAGE> 4
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
As of the date hereof, EastGroup has used approximately
$13,734,115 to acquire its Shares. The source of the funds was
EastGroup's working capital. EastGroup's working capital
includes funds obtained under lines of credit with Deposit
Guaranty National Bank, Jackson, Mississippi, which bear
interest at 90 day LIBOR plus 1.75%.
ITEM 4. PURPOSE OF TRANSACTION.
-----------------------
EastGroup is an equity real estate investment trust ("REIT")
whose primary investment focus is industrial properties.
EastGroup operates so as to qualify as a REIT under Sections
856 through 860 of the Internal Revenue Code of 1986, as
amended. As a part of its investment strategy, EastGroup has
historically acquired securities issued by other REITs and
real estate companies with a view toward obtaining a
significant influence over the management and policies of such
companies for the purpose of engaging in the real estate
business through or entering into a business combination with
such companies. EastGroup has determined that conditions in
the real estate market and the market for securities of REITs
and real estate companies are such that it is in the best
interest of EastGroup and its stockholders, in certain
circumstances, to increase EastGroup's market capitalization
by way of business combinations with other REITs and real
estate companies.
EastGroup is currently evaluating the business and assets of
the Issuer and EastGroup's investment in Shares. After such
evaluation, EastGroup anticipates proposing to the Board of
Trustees of the Issuer a negotiated business combination
transaction between the Issuer and EastGroup in which
EastGroup is the surviving entity. EastGroup may also pursue
a tender offer or similar transaction involving the Issuer.
EastGroup has not yet formulated a definitive proposal with
respect to any possible business combination or offer. As a
part of its evaluation, EastGroup intends to contact the
Issuer to discuss its business, prospects and strategic
alternatives. The terms, conditions and structure of any
future proposal by EastGroup will depend on, among other
things, EastGroup's detailed evaluation of the Issuer's
assets, the Issuer's financial position, real estate and
securities market conditions, and other relevant factors.
EastGroup may make additional purchases of Shares in open
market or privately negotiated transactions. Any such
purchases will depend upon its evaluation of its investment,
the amounts of Shares available for purchase, Share prices and
other relevant circumstances. EastGroup intends to review its
investment in the Issuer on a continuing basis and may decide
to sell Shares or
Page 4 of 18 Pages
<PAGE> 5
to change the purpose or purposes for which it holds Shares.
Any such actions will depend upon EastGroup's continuing
evaluation of the Issuer's business, financial condition and
prospects, the actions of management and the Board of Trustees
of the Issuer, real estate and securities market conditions,
and other future developments. EastGroup may also purchase
shares of common stock of the Issuer, subject to the same
considerations described above.
Section 6.5 of the Issuer's By-laws ("Section 6.5") contains
provisions that forbid any person or persons from owning,
directly or indirectly, more than 9.8% of the Shares. The
Issuer has informed EastGroup in writing that the Issuer is
not presently aware of any basis to argue that EastGroup's
ownership of more than 9.8% of the Shares would result in a
violation of Section 6.5, and that the Issuer has no present
intention to assert such a position with respect to EastGroup.
Except as described in this Statement, the Reporting Persons
do not have any present plans or proposals that relate to or
would result in: (i) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the
Issuer or any of its subsidiaries; (ii) a sale or transfer of
a material amount of assets of the Issuer or any of its
subsidiaries; (iii) any change in the present Board of
Trustees or management of the Issuer, including any plans or
proposals to change the number or term of trustees or to fill
any existing vacancies on the Board; (iv) any material change
in the present capitalization or dividend policy of the
Issuer; (v) any other material change in the Issuer's business
or corporate structure; (vi) changes in the Issuer's
Certificate of Incorporation, By-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Issuer by any person; (vii)
causing a class of securities of the Issuer to cease to be
listed on a national securities exchange; (viii) a class of
equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of
the Securities Exchange Act of 1934, as amended; or (ix) any
action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
---------------------------------
(i) SHARE OWNERSHIP. As of the date hereof, EastGroup
beneficially owns 1,449,956 Shares, or 27.5% of the
outstanding Shares. The percentage is based upon the
number of Shares indicated as outstanding in the
Issuer's Form 10-Q for the quarter ended June 30,
1997 (5,273,927). No other Reporting Person
beneficially owns Shares.
(ii) RECENT TRANSACTIONS. On August 27, 1997, EastGroup
purchased 1,411,756 Shares in privately negotiated
transactions at a purchase
Page 5 of 18 Pages
<PAGE> 6
price of $9.50 per Share pursuant to the agreements
described in Item 6.
EastGroup also made the following purchases of Shares
in open market transactions on the American Stock
Exchange.
<TABLE>
<CAPTION>
Purchase Price Per
Date Number of Shares Share
---- ---------------- ------------------
<S> <C> <C>
8/15/97 10,000 $7.50
8/18/97 500 7.625
8/26/97 12,000 7.8725
8/27/97 15,700 9.50
</TABLE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
------------------------------------
EastGroup has entered into agreements with Turkey Vulture Fund
XIII, Ltd., Karen E. Jarratt and Dworken & Bernstein Pension
Trust pursuant to which it purchased 1,411,756 Shares. These
agreements are attached hereto as Exhibits I through III. As a
result of the purchase from Turkey Vulture Fund XIII, Ltd.,
none of Turkey Vulture Fund XIII, Ltd., Richard M. Osborne,
Meredith Partners, Inc. or Alan K. Meredith have any further
right or interest in the Shares purchased by EastGroup.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
---------------------------------
EXHIBIT I
Agreement between EastGroup and Turkey Vulture Fund XIII, Ltd.
dated August 26, 1997.
EXHIBIT II
Agreement between EastGroup and Karen E. Jarratt dated August
26, 1997.
EXHIBIT III
Agreement between EastGroup and Dworken & Bernstein Pension
Trust dated August 26, 1997.
Page 6 of 18 Pages
<PAGE> 7
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.
DATED: August 27, 1997
EASTGROUP PROPERTIES, INC.
By: /s/ David H. Hoster II
------------------------------------
David H. Hoster II
President
Page 7 of 18 Pages
<PAGE> 8
ATTACHMENT A
------------
ITEM 2. Identity and Background.
------------------------
Directors and Executive Officers of
-----------------------------------
EastGroup Properties, Inc.
--------------------------
<TABLE>
<CAPTION>
Present Principal Occupation
Name Position and Address
---- -------- ----------------------------
<S> <C> <C>
Alexander G. Anagnos Director Financial Advisor with W.R. Family
Associates, 122 East 42nd Street, 24th
Floor, New York, NY 10168.
H.C. Bailey, Jr. Director President of H.C. Bailey Company (real
estate development and investment),
P.O. Box 22704, Jackson, MS 39225
Harold B. Judell Director Senior partner in the law firm of Foley &
Judell (municipal bond attorneys),
One Canal Place, Suite 2600, 365
Canal Street, New Orleans, LA 70130
John N. Palmer Director Chairman of Mobile
Telecommunications Technologies
Corp., P.O. Box 2469, Jackson, MS
39225.
David M. Osnos Director Partner in the law firm of Arent, Fox,
Kintner, Plotkin & Kahn, 1050
Connecticut Avenue, NW, Washington,
D.C. 20036.
Leland R. Speed Chief Executive Chief Executive Officer of EastGroup
Officer and Director Properties, Inc. and Parkway
Properties, Inc.*
David H. Hoster II President and President of EastGroup Properties,
Director Inc.*
</TABLE>
Page 8 of 18 Pages
<PAGE> 9
<TABLE>
<CAPTION>
Present Principal Occupation
Name Position and Address
---- -------- ----------------------------
<S> <C> <C>
N. Keith McKey Executive Vice Executive Vice President, Chief
President, Chief Financial Officer, Treasurer and
Financial Officer, Secretary of EastGroup Properties,
Treasurer and Inc.*
Secretary
Diane W. Hayman Controller Controller of EastGroup
Properties, Inc.*
Marshall A. Loeb Vice-President Vice-President of
EastGroup Properties, Inc.
Jann W. Puckett Vice-President Vice-President of
EastGroup Properties, Inc.
Stewart R. Speed Vice-President Vice-President of
EastGroup Properties, Inc.
</TABLE>
- -------------
*This individual's address is 300 One Jackson Place, 188 East Capitol
Street, Jackson, MS 39201.
Page 9 of 18 Pages
<PAGE> 10
EXHIBIT I
AGREEMENT
AGREEMENT made this 26th day of August 1997 between TURKEY
VULTURE FUND XIII, LTD., an Ohio limited liability company, 7001 Center Street,
Mentor, Ohio 44060 (the "Seller") and EASTGROUP PROPERTIES, INC. a Maryland
corporation, 300 One Jackson Place, 188 East Capitol Street, Jackson,
Mississippi 39201 ("EastGroup").
RECITALS:
A. Seller owns 1,401,956 shares of preferred stock, $0.001 par
value per share, of Meridian Point Realty Trust VIII Co. (the "Shares").
B. Seller wishes to sell and EastGroup wishes to purchase the
Shares on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. PURCHASE AND SALE OF SHARES. At the Closing (as defined
below), Seller shall sell, assign, transfer, convey and deliver to EastGroup all
of Seller's right, title and interest in the Shares, and EastGroup shall
purchase the Shares from Seller. The aggregate purchase price shall be
$13,318,582.
2. PAYMENTS. All payments made by EastGroup shall be made by
federal reserve wire transfer immediately available funds to an account
designated by Seller.
3. CLOSING. The closing of the transaction contemplated hereby
(the "Closing") shall occur at 10:00 A.M. E.D.T., on August 27, 1997. If the
Closing has not occurred by 5:00 p.m. E.D.T. on August 27, 1997, either party
may terminate this Agreement.
4. DELIVERY OF SHARES. To effectuate the sale, assignment,
transfer, conveyance and delivery of the Shares, Seller shall, upon payment
therefor, deliver to EastGroup certificates representing the Shares properly
endorsed for transfer to EastGroup. If any Shares are held in nominee accounts,
Seller shall, upon payment therefor, deliver the Shares by book-entry transfer
to an account designated by EastGroup.
5. NO DISPOSITION OR ENCUMBRANCE. Seller shall maintain its
legal and beneficial ownership of the Shares and shall refrain from disposing of
or creating any encumbrance, lien, security interest or restrictive condition of
any sort with respect to the Shares, from the date hereof through the Closing.
Page 10 of 18 Pages
<PAGE> 11
6. VOTING RESTRICTIONS AND PROXY. Seller shall not exercise
its voting rights in respect to any of the Shares, and shall revoke any proxies
granted with respect to the Shares.
7. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents
and warrants to EastGroup that (i) Seller has, and will continue to have through
the date of the Closing, good and marketable title to the Shares owned by
Seller, free and clear of any lien, encumbrance, restrictive condition, security
interest or adverse claim of any kind; (ii) the sale to EastGroup contemplated
herein has been duly authorized by all necessary action on behalf of Seller, and
Seller has, and will continue to have through the date of the Closing, the legal
power to make such sale; and (iii) the sale to EastGroup contemplated herein
would not (a) violate or conflict with any of the constituent or organizational
documents of Seller, or (b) constitute a violation of any law or regulation of
any jurisdiction, or (c) violate any judgment, order, ruling, injunction, decree
or award of any court, administrative agency or governmental body against or
binding upon Seller.
8. REPRESENTATIONS AND WARRANTIES OF EASTGROUP. EastGroup
represents and warrants to Seller that (i) the purchase from Seller contemplated
herein has been duly authorized by all necessary action on behalf of EastGroup,
and EastGroup has, and will continue to have through the date of the Closing,
the legal power to make such purchase; and (ii) the purchase from Seller
contemplated herein would not (a) violate or conflict with any of the
constituent or organizational documents of EastGroup, or (b) constitute a
violation of any law or regulation of any jurisdiction, or (c) violate any
judgment, order, ruling, injunction, decree or award of any court,
administrative agency or governmental body against or binding upon EastGroup.
9. NOTICES, COUNTERPARTS AND GOVERNING LAW. All notices
required hereunder shall be in writing and shall be deemed to have been duly
given if delivered by hand or sent by registered or certified mail, return
receipt requested, or by prepaid telex, cable or telegram, and addressed to the
address set forth above. This Agreement may be executed in various counterparts,
each of which shall be an original, and all of which together shall constitute
one and the same instrument. This Agreement shall be interpreted and enforced in
accordance with the internal law of the State of Ohio.
10. PUBLICITY. The parties to this Agreement will coordinate
their public filings of statements on Schedule 13D or amendments thereto so that
Seller and Purchasers make public disclosure of the transaction contemplated
hereby at substantially the same time. Any other public announcements of the
transactions set forth herein shall be similarly coordinated.
Page 11 of 18 Pages
<PAGE> 12
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf.
TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard Osborne
--------------------------------------
Name: Richard Osborne
Title: Manager
EASTGROUP PROPERTIES, INC.
By: /s/ N. Keith McKey
--------------------------------------
Name: N. Keith McKey
Title: Executive Vice President
Page 12 of 18 Pages
<PAGE> 13
EXHIBIT II
AGREEMENT
AGREEMENT made this 26th day of August 1997 between KAREN E.
JARRATT, c/o Christopher L. Jarratt, 314 Church Street, Suite 900, Nashville,
Tennessee 37201 (the "Seller") and EASTGROUP PROPERTIES, INC. a Maryland
corporation, 300 One Jackson Place, 188 East Capitol Street, Jackson,
Mississippi 39201 ("EastGroup").
RECITALS:
A. Seller owns 4,000 shares of preferred stock, $0.001 par
value per share, of Meridian Point Realty Trust VIII Co. (the "Shares").
B. Seller wishes to sell and EastGroup wishes to purchase the
Shares on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
11. PURCHASE AND SALE OF SHARES. At the Closing (as defined
below), Seller shall sell, assign, transfer, convey and deliver to EastGroup all
of Seller's right, title and interest in the Shares, and EastGroup shall
purchase the Shares from Seller. The aggregate purchase price shall be $38,000.
12. PAYMENTS. All payments made by EastGroup shall be made by
federal reserve wire transfer immediately available funds to an account
designated by Seller.
13. CLOSING. The closing of the transaction contemplated
hereby (the "Closing") shall occur at 10:00 A.M. E.D.T., on August 27, 1997 or
as soon thereafter as possible. If the Closing has not occurred by 5:00 p.m.
E.D.T. on August 28, 1997, either party may terminate this Agreement.
14. DELIVERY OF SHARES. To effectuate the sale, assignment,
transfer, conveyance and delivery of the Shares, Seller shall, upon payment
therefor, deliver to EastGroup certificates representing the Shares properly
endorsed for transfer to EastGroup. If any Shares are held in nominee accounts,
Seller shall, upon payment therefor, deliver the Shares by book-entry transfer
to an account designated by EastGroup.
15. NO DISPOSITION OR ENCUMBRANCE. Seller shall maintain its
legal and beneficial ownership of the Shares and shall refrain from disposing of
or creating any encumbrance, lien, security interest or restrictive condition of
any sort with respect to the Shares, from the date hereof through the Closing.
Page 13 of 18 Pages
<PAGE> 14
16. VOTING RESTRICTIONS AND PROXY. Seller shall not exercise
its voting rights in respect to any of the Shares, and shall revoke any proxies
granted with respect to the Shares.
17. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller
represents and warrants to EastGroup that (i) Seller has, and will continue to
have through the date of the Closing, good and marketable title to the Shares
owned by Seller, free and clear of any lien, encumbrance, restrictive condition,
security interest or adverse claim of any kind; (ii) the sale to EastGroup
contemplated herein has been duly authorized by all necessary action on behalf
of Seller, and Seller has, and will continue to have through the date of the
Closing, the legal power to make such sale; and (iii) the sale to EastGroup
contemplated herein would not (a) violate or conflict with any of the
constituent or organizational documents of Seller, or (b) constitute a violation
of any law or regulation of any jurisdiction, or (c) violate any judgment,
order, ruling, injunction, decree or award of any court, administrative agency
or governmental body against or binding upon Seller.
18. REPRESENTATIONS AND WARRANTIES OF EASTGROUP. EastGroup
represents and warrants to Seller that (i) the purchase from Seller contemplated
herein has been duly authorized by all necessary action on behalf of EastGroup,
and EastGroup has, and will continue to have through the date of the Closing,
the legal power to make such purchase; and (ii) the purchase from Seller
contemplated herein would not (a) violate or conflict with any of the
constituent or organizational documents of EastGroup, or (b) constitute a
violation of any law or regulation of any jurisdiction, or (c) violate any
judgment, order, ruling, injunction, decree or award of any court,
administrative agency or governmental body against or binding upon EastGroup.
19. NOTICES, COUNTERPARTS AND GOVERNING LAW. All notices
required hereunder shall be in writing and shall be deemed to have been duly
given if delivered by hand or sent by registered or certified mail, return
receipt requested, or by prepaid telex, cable or telegram, and addressed to the
address set forth above. This Agreement may be executed in various counterparts,
each of which shall be an original, and all of which together shall constitute
one and the same instrument. This Agreement shall be interpreted and enforced in
accordance with the internal law of the State of Ohio.
20. PUBLICITY. The parties to this Agreement will coordinate
their public filings of statements on Schedule 13D or amendments thereto so that
Seller and Purchasers make public disclosure of the transaction contemplated
hereby at substantially the same time. Any other public announcements of the
transactions set forth herein shall be similarly coordinated.
Page 14 of 18 Pages
<PAGE> 15
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf.
/s/ Karen E. Jarratt
------------------------------------------
Karen E. Jarratt
EASTGROUP PROPERTIES, INC.
By: /s/ N. Keith McKey
---------------------------------------
Name: N. KEITH McKEY
Title: Executive Vice-President
Page 15 of 18 Pages
<PAGE> 16
EXHIBIT III
AGREEMENT
AGREEMENT made this 26th day of August 1997 between DWORKEN &
BERNSTEIN PROFIT SHARING TRUST, 153 East Erie Street, Painesville, Ohio 44077
(the "Seller") and EASTGROUP PROPERTIES, INC. a Maryland corporation, 300 One
Jackson Place, 188 East Capitol Street, Jackson, Mississippi 39201
("EastGroup").
RECITALS:
A. Seller owns 5,800 shares of preferred stock, $0.001 par
value per share, of Meridian Point Realty Trust VIII Co. (the "Shares").
B. Seller wishes to sell and EastGroup wishes to purchase the
Shares on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
21. PURCHASE AND SALE OF SHARES. At the Closing (as defined
below), Seller shall sell, assign, transfer, convey and deliver to EastGroup all
of Seller's right, title and interest in the Shares, and EastGroup shall
purchase the Shares from Seller. The aggregate purchase price shall be $55,100.
22. PAYMENTS. All payments made by EastGroup shall be made by
federal reserve wire transfer immediately available funds to an account
designated by Seller.
23. CLOSING. The closing of the transaction contemplated
hereby (the "Closing") shall occur at 10:00 A.M. E.D.T., on August 27, 1997 or
as soon thereafter as possible. If the Closing has not occurred by 5:00 p.m.
E.D.T. on August 28, 1997, either party may terminate this Agreement.
24. DELIVERY OF SHARES. To effectuate the sale, assignment,
transfer, conveyance and delivery of the Shares, Seller shall, upon payment
therefor, deliver to EastGroup certificates representing the Shares properly
endorsed for transfer to EastGroup. If any Shares are held in nominee accounts,
Seller shall, upon payment therefor, deliver the Shares by book-entry transfer
to an account designated by EastGroup.
25. NO DISPOSITION OR ENCUMBRANCE. Seller shall maintain its
legal and beneficial ownership of the Shares and shall refrain from disposing of
or creating any encumbrance, lien, security interest or restrictive condition of
any sort with respect to the Shares, from the date hereof through the Closing.
Page 16 of 18 Pages
<PAGE> 17
26. VOTING RESTRICTIONS AND PROXY. Seller shall not exercise
its voting rights in respect to any of the Shares, and shall revoke any proxies
granted with respect to the Shares.
27. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller
represents and warrants to EastGroup that (i) Seller has, and will continue to
have through the date of the Closing, good and marketable title to the Shares
owned by Seller, free and clear of any lien, encumbrance, restrictive condition,
security interest or adverse claim of any kind; (ii) the sale to EastGroup
contemplated herein has been duly authorized by all necessary action on behalf
of Seller, and Seller has, and will continue to have through the date of the
Closing, the legal power to make such sale; and (iii) the sale to EastGroup
contemplated herein would not (a) violate or conflict with any of the
constituent or organizational documents of Seller, or (b) constitute a violation
of any law or regulation of any jurisdiction, or (c) violate any judgment,
order, ruling, injunction, decree or award of any court, administrative agency
or governmental body against or binding upon Seller.
28. REPRESENTATIONS AND WARRANTIES OF EASTGROUP. EastGroup
represents and warrants to Seller that (i) the purchase from Seller contemplated
herein has been duly authorized by all necessary action on behalf of EastGroup,
and EastGroup has, and will continue to have through the date of the Closing,
the legal power to make such purchase; and (ii) the purchase from Seller
contemplated herein would not (a) violate or conflict with any of the
constituent or organizational documents of EastGroup, or (b) constitute a
violation of any law or regulation of any jurisdiction, or (c) violate any
judgment, order, ruling, injunction, decree or award of any court,
administrative agency or governmental body against or binding upon EastGroup.
29. NOTICES, COUNTERPARTS AND GOVERNING LAW. All notices
required hereunder shall be in writing and shall be deemed to have been duly
given if delivered by hand or sent by registered or certified mail, return
receipt requested, or by prepaid telex, cable or telegram, and addressed to the
address set forth above. This Agreement may be executed in various counterparts,
each of which shall be an original, and all of which together shall constitute
one and the same instrument. This Agreement shall be interpreted and enforced in
accordance with the internal law of the State of Ohio.
30. PUBLICITY. The parties to this Agreement will coordinate
their public filings of statements on Schedule 13D or amendments thereto so that
Seller and Purchasers make public disclosure of the transaction contemplated
hereby at substantially the same time. Any other public announcements of the
transactions set forth herein shall be similarly coordinated.
Page 17 of 18 Pages
<PAGE> 18
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed on its behalf.
DWORKEN & BERNSTEIN PROFIT SHARING TRUST
By: /s/
-------------------------------------------------
EASTGROUP PROPERTIES, INC.
By: /s/ N. Keith McKey
--------------------------------------------------
Name: N. KEITH McKEY
Title: Executive Vice-President
Page 18 of 18 Pages
