<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
MERIDIAN POINT REALTY TRUST VIII CO.
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(Name of Issuer)
PREFERRED STOCK
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(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
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 16, 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 [ ].
Check the following box if a fee is being paid with the statement[ ]. (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 7 Pages.
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CUSIP NO. 589954-20-5 SCHEDULE 13D PAGE 2 OF 7 PAGES
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<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EastGroup Properties, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,456,956
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY -0-
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,456,956
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PERSON 10 SHARED DISPOSITIVE POWER
WITH -0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,456,956
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.6%
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14 TYPE OF REPORTING PERSON*
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT
</TABLE>
Page 2 of 7 Pages
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AMENDMENT NO. 2
TO
SCHEDULE 13D
MERIDIAN POINT REALTY TRUST VIII CO.
------------------------------------
The Statement on Schedule 13D, as amended (the "Statement")
with respect 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"), filed with the Securities and Exchange Commission by EastGroup
Properties, Inc. ("EastGroup"), is hereby further amended as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
--------------------------------------------------
[Item 3 of the Statement is amended to read in its entirety as
follows:]
As of the date hereof, EastGroup has used approximately
$13,797,490 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 30 day LIBOR plus 1.50%.
ITEM 4. PURPOSE OF TRANSACTION.
----------------------
[Item 4 of the Statement is amended by the addition of the
following:]
On January 16, 1998, EastGroup delivered a merger
proposal to the Issuer, which proposal is set forth as Exhibit
I and incorporated herein by this reference.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
--------------------------------
[Item 5 of the Statement is amended by the addition of the
following:]
As of the date hereof, EastGroup beneficially owns 1,456,956
Shares, or 27.6% 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 September 30,
1997 (5,273,927). No other Reporting Person beneficially owns
Shares.
EastGroup made the following purchase of Shares in open market
transactions on the American Stock Exchange.
Page 3 of 7 Pages
<PAGE> 4
<TABLE>
<CAPTION>
Purchase Price Per
Date Number of Shares Share(1)
---- ---------------- ------------------
<S> <C> <C> <C>
1/14/98 3,000 $9.00
1/14/98 2,000 $9.0625
1/14/98 2,000 $9.125
- -------------
</TABLE>
(1) Does not include brokerage commissions.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
--------------------------------
[Item 7 of the Statement is amended by the addition of the
following:]
I. Correspondence dated January 16, 1998 from
EastGroup to the Issuer.
Page 4 of 7 Pages
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SIGNATURE
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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: January 16, 1998
EASTGROUP PROPERTIES, INC.
By: /s/ David H. Hoster II
-------------------------------
David H. Hoster II
President
Page 5 of 7 Pages
<PAGE> 6
EXHIBIT I
[LETTERHEAD OF EASTGROUP PROPERTIES, INC.]
January 16, 1998
Meridian Point Realty Trust VIII Co.
655 Montgomery Street, Suite 800
San Francisco, California 94111
RE: MERIDIAN POINT REALTY TRUST VIII CO.
Ladies and Gentlemen:
This letter will serve as an offer by EastGroup Properties,
Inc. ("EastGroup") to engage in a transaction (the "Merger") in which Meridian
Point Realty Trust VIII Co. ("Meridian VIII") would be merged with and into a
wholly-owned subsidiary of EastGroup ("Sub"). In the Merger, each share of
preferred stock of Meridian VIII (the "Preferred Shares") will be converted into
EastGroup shares with a value of $9.75 and each share of common stock of
Meridian VIII (the "Common Shares") will be converted into EastGroup shares with
a value of $6.75. Meridian VIII shareholders will have the option to exchange
their Preferred Shares or Common Shares for $9.75 and $6.75 in cash,
respectively, provided that the total number of Preferred Shares and Common
Shares surrendered for cash, including shares surrendered pursuant to the
exercise of dissenters' rights, may not exceed 30% of all issued and outstanding
Preferred Shares (excluding Preferred Shares currently held by EastGroup) and
30% of all issued and outstanding Common Shares.
Our offer is not subject to any financing or due diligence
contingencies and is subject only to the preparation and negotiation of a
definitive merger agreement and the approval of such agreement by EastGroup's
Board of Directors. We believe that our offer represents an extremely
attractive opportunity for your shareholders and intend to complete the Merger
with a minimum of delay. We are prepared to begin immediately negotiating a
definitive agreement containing mutually agreeable terms and conditions for the
Merger on the financial terms specified above.
Simultaneously with the delivery of this letter, we are filing
an amendment to our statement on Schedule 13D. We will advise the New York Stock
Exchange and the American Stock Exchange of this proposal prior to the opening
of business on January 20, 1998.
Page 6 of 7 Pages
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Meridian Point Realty Trust VIII Co.
January 16, 1998
Page 2
Our objective is to work with you in a professional and
constructive manner to complete this transaction so that its full potential can
be realized and the best interests of all of your shareholders can be served. We
encourage you to consider our offer as a basis for, and not an obstacle to,
meaningful discussions between us, and we invite you to confirm your willingness
to enter discussions promptly for the benefit of your shareholders.
Since this matter is of the utmost importance, we feel
compelled to ask for a response to our proposal from your Board of Trustees no
later than 12:00 noon, Central Standard Time on Friday, January 30, 1998, after
which time our proposal will expire unless extended in writing.
We are available to discuss these important matters with you
at any time. This matter has the highest priority for all of us at EastGroup and
we look forward to hearing from you promptly.
Very truly yours,
EASTGROUP PROPERTIES, INC.
By: /s/ Leland R. Speed
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Leland R. Speed
Chairman
Page 7 of 7 Pages
