<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
TO
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(D)(1) OF THE SECURITIES EXCHANGE
ACT OF 1934 AND SCHEDULE 13D
(AMENDMENT NO. 5)
UNDER THE SECURITIES ACT OF 1934
----------------
MERIDIAN POINT REALTY TRUST VIII CO.
(Name of Subject Company)
----------------
EASTGROUP PROPERTIES, INC.
EASTGROUP-MERIDIAN, INC.
(Bidders)
----------------
COMMON SHARES, $0.001 PAR VALUE PER SHARE
PREFERRED SHARES, $0.001 PAR VALUE PER SHARE
(Title of Classes of Securities)
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589954-10-6
589954-20-5
(CUSIP Numbers of Classes of Securities)
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DAVID H. HOSTER II
EASTGROUP-MERIDIAN, INC.
c/o EASTGROUP PROPERTIES, INC.
300 ONE JACKSON PLACE
188 EAST CAPITOL STREET
JACKSON, MISSISSIPPI 39201-2195
(601) 354-3555
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications on Behalf of Bidders)
----------------
COPIES TO:
JOSEPH P. KUBAREK, ESQ.
JAECKLE FLEISCHMANN & MUGEL, LLP
800 FLEET BANK BUILDING
TWELVE FOUNTAIN PLAZA
BUFFALO, NEW YORK 14202
(716) 856-0600
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MARCH 23, 1998
(Date of Event Which Requires Filing Statement on Schedule 13D)
Page 1 of 5 Pages
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CUSIP NO. 589954-20-5 14D-1/A & 13D/A PAGE 2 OF 5 PAGES
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1. Name of Reporting Person 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. Sources of Funds*
WC
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5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(e) or 2(f)
[_]
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6. Citizenship or Place of Organization
Maryland
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7. Aggregate Amount Beneficially Owned by Each Reporting Person
1,469,556 Preferred Shares
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8. Check Box if the Aggregate Amount in Row (7) Excludes Certain Shares*
[_]
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9. Percent of Class Represented by Amount in Row (7)
27.9%
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10. Type of Reporting Person
CO
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* SEE INSTRUCTIONS BEFORE FILLING OUT
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EastGroup-Meridian, Inc., (the "Purchaser"), a Missouri corporation and a
wholly-owned subsidiary of EastGroup Properties, Inc. ("EastGroup"), a
Maryland corporation, hereby amend their Tender Offer Statement on Schedule
14D-1 dated February 23, 1998, as amended (the "Schedule 14D-1"), and
Statement on Schedule 13D with respect to the common shares, par value $0.001
per share ("Common Shares"), and preferred shares, par value $0.001 per share
("Preferred Shares"), of Meridian Point Realty Trust VIII Co. (the "Company"),
a Missouri corporation. Unless otherwise defined herein, capitalized terms
shall have the meanings set forth in the Schedule 14D-1. References to the
Offer to Purchase are to the Offer to Purchase filed As Exhibit (a)(1) to the
Schedule 14D-1 and references to the Supplement are references to the
Supplement dated March 24, 1998 to the Offer to Purchase filed as Exhibit
(a)(9) hereto.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS WITH THE SUBJECT COMPANY
Item 3(b) is amended to read in its entirety as follows:
(b) The information set forth in Section 11 ("Contacts with the Company;
Background of the Offer"); Section 12 ("Purpose of the Offer; Short Form
Merger; Plans for the Company; Dissenters' Rights; Going Private
Transactions") (as amended by the information set forth on page 10 of the
Supplement); and Section 13 ("The Merger Agreement") of the Offer to Purchase
is incorporated herein by reference.
ITEM 5. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE BIDDER
Item 5 is amended to read in its entirety as follows:
(a) - (e) The information set forth in Section 12 ("Purpose of the Offer;
Short Form Merger; Plans for the Company; Dissenters' Rights; Going Private
Transactions") (as amended by the information set forth on page 10 of the
Supplement) and Section 13 ("The Merger Agreement") of the Offer to Purchase
and under "Special Factors--Certain Effects of the Transaction" in the
Supplement is incorporated herein by reference.
(f) and (g) The information set forth in Section 7 ("Effect of the Offer on
the Market for Shares; Stock Quotations; and Registration Under the Exchange
Act) of the Offer to Purchase and under "Special Factors-- Certain Effects of
the Transaction" in the Supplement is incorporated herein by reference.
ITEM 6. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Item 6 is amended to read in its entirety as follows:
(a) and (b) The information set forth in "Introduction," Section 11
("Contacts with the Company; Background of the Offer"), Section 12 ("Purpose
of the Offer; Short Form Merger; Plans for the Company; Dissenters' Rights;
Going Private Transactions") (as amended by the information set forth on page
10 of the Supplement) is incorporated herein by reference.
ITEM 7. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SUBJECT COMPANY'S SECURITIES
Item 7 is amended to read in its entirety as follows:
The information set forth in "Introduction," Section 11 ("Contacts with the
Company; Background of the Offer"), Section 12 ("Purpose of the Offer; Short
Form Merger; Plans for the Company; Dissenters' Rights; Going Private
Transactions") (as amended by the information set forth on page 10 of the
Supplement) and Section 13 ("The Merger Agreement") of the Offer to Purchase
is incorporated herein by reference.
ITEM 10. ADDITIONAL INFORMATION
Item 10(a) is amended to read in its entirety as follows:
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(a) The information set forth in Section 11 ("Contacts with the Company;
Background of the Offer"), Section 12 ("Purpose of the Offer; Short Form
Merger; Plans for the Company; Dissenters' Rights; Going Private
Transactions") ( as amended by the information set forth on page 10 of the
Supplement) of the Offer to Purchase is incorporated herein by reference.
Item 10(f) is amended by the addition of the following (which is also set
forth on page 11 of the Supplement):
"Notwithstanding anything to the contrary contained in Section 1 ("Terms of
the Offer; Extension of Tender Period; Termination; Amendments"), Section 4
("Acceptance for Payment and Payment of Offer Price") and Section 15 ("Certain
Conditions of the Offer"), all conditions of the Offer, other than the receipt
of necessary governmental approvals, shall have been satisfied or waived on or
prior to the Expiration Date.
ITEM 11. EXHIBITS
Item 11 is amended by the addition of the following:
(a)(9) Press Release dated March 23, 1998.
(a)(10) Supplement dated March 24, 1998 to the Offer to Purchase.
(a)(11) Letter dated March 24, 1998 from EastGroup to the Company's
shareholders.
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SIGNATURE
After due 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: March 24, 1998
EASTGROUP PROPERTIES, INC.
/s/ N. Keith McKey
By: _________________________________
NAME: N. KEITH MCKEY
TITLE: EXECUTIVE VICE PRESIDENT
EASTGROUP-MERIDIAN, INC.
/s/ N. Keith McKey
By: _________________________________
NAME: N. KEITH MCKEY TITLE: VICE
PRESIDENT
5
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EASTGROUP PROPERTIES, INC.
300 One Jackson Place
188 East Capitol Street
Jackson, MS 39201
Contact: John Glenn Grau of Beacon Hill Partners, Inc.
(212) 843-8500
For Immediate Release
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JACKSON, MISSISSIPPI, March 23, 1998 -- EastGroup Properties, Inc.
(NYSE:EGP) today announced that it has extended the expiration date of its
tender offer for all outstanding Common Shares and Preferred Shares of Meridian
Point Realty Trust VIII Co. (Amex:MPH). The expiration date for the tender offer
has been extended to 5:00 p.m., New York time, on Friday, April 17, 1998. The
offer was previously scheduled to expire at 12:00 Midnight, New York time, on
Friday, March 20, 1998.
EastGroup Properties, Inc. reported, based on information provided by the
depositary for the offer, that as of the close of business on March 20, 1998,
approximately 1,027,379 Common Shares and 2,988,018 Preferred Shares had been
tendered pursuant to the offer. The Common and Preferred Shares tendered, when
combined with the 1,469,556 Preferred Shares currently owned by EastGroup
Properties, Inc., represent approximately 78.5 percent of all issued and
outstanding Shares of Meridian Point Realty Trust VIII Co.
For further information, please contact Beacon Hill Partners, Inc., at
(800) 253-3814, which is acting as Information Agent for the offer.
####
<PAGE>
SUPPLEMENT DATED MARCH 24, 1998 TO
OFFER TO PURCHASE FOR CASH
ALL OUTSTANDING COMMON SHARES AND PREFERRED SHARES
OF
MERIDIAN POINT REALTY TRUST VIII CO.
AT
$8.50 NET PER COMMON SHARE
AND
$10.00 NET PER PREFERRED SHARE
BY
EASTGROUP-MERIDIAN, INC.
A WHOLLY-OWNED SUBSIDIARY
OF
EASTGROUP PROPERTIES, INC.
THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON FRIDAY, APRIL 17, 1998, UNLESS THE OFFER IS EXTENDED.
This supplement amends and supplements the Offer to Purchase dated February
23, 1998 (the "Original Offer to Purchase" and as supplemented and amended
hereby, the "Offer to Purchase"), of EastGroup-Meridian, Inc. (the
"Purchaser"), a wholly-owned subsidiary of EastGroup Properties, Inc.
("EastGroup"), with respect to Meridian Point Realty Trust VIII Co. (the
"Company"). Capitalized terms used but not otherwise defined herein will have
the meanings set forth in the Original Offer to Purchase. Pursuant to the
Offer to Purchase, the Purchaser is offering to purchase all of the Company's
outstanding Common Shares for $8.50 per share net to the seller in cash and
all of the Company's outstanding Preferred Shares for $10.00 per share net to
the seller in cash.
1. The Expiration Date has been extended to 5:00 p.m. on April 17, 1998. Any
reference to the Expiration Date in the Offer to Purchase or the Letter of
Transmittal shall mean such time.
2. The following information is added to the cover of the Original Offer to
Purchase:
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR
MERITS OF SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE
INFORMATION CONTAINED IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY
IS UNLAWFUL.
3. The following information is added on page 2 of the Original Offer to
Purchase immediately before "THE TENDER OFFER":
SPECIAL FACTORS
Purpose and Structure of the Transaction. The purpose of the Offer is for
the Purchaser to acquire control of, and a majority equity interest in, the
Company. The purpose of the Merger is to acquire all outstanding Shares not
tendered and purchased pursuant to the Offer. The acquisition of the entire
equity interest in the Company has been structured as a cash tender offer
followed by a merger in order to provide a prompt and orderly transfer of
ownership of the Company from the public shareholders to EastGroup and to
provide shareholders with cash
1
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for all of their Shares. Although EastGroup had proposed to the Board of
Trustees of the Company transactions in which EastGroup securities and cash
would have been used as consideration for the acquisition of the Company, the
Company's Board of Trustees expressed a preference for an all cash transaction
and EastGroup acceded to the Company's wishes. See Section 11 ("Contacts with
the Company; Background of the Offer") of the Original Offer to Purchase.
Under the GBCL and the Company's Charter, the approval of the Board of
Trustees of the Company and the affirmative vote of two-thirds of the total
number of outstanding shares of capital stock of the Company entitled to vote
on a merger are required to approve and adopt the Merger Agreement and the
Merger. The Board of Trustees of the Company has approved the Offer, the
Merger and the Merger Agreement and the transactions contemplated thereby,
and, unless the Merger is consummated pursuant to the short-form merger
provisions under the GBCL described below, the only remaining required
corporate action of the Company is the approval and adoption of the Merger
Agreement and the Merger by the affirmative vote of the holders of two-thirds
of the outstanding Shares. If the Offer is consummated after the Minimum
Condition is satisfied, EastGroup will have sufficient voting power to cause
the approval and adoption of the Merger Agreement and the Merger without the
affirmative vote of any other shareholder.
The Merger Agreement provides that, if approval of the Merger by the
shareholders of the Company is required by law, the Company will, as soon as
possible following payment for Shares in the Offer, duly call and hold a
meeting of shareholders for the purpose of obtaining shareholder approval of
the Merger, and the Company, through its Board of Trustees, will recommend to
shareholders that such approval be given.
Under the GBCL, if EastGroup beneficially owns at least 90% of the
outstanding Common Shares and 90% of the outstanding Preferred Shares, the
Merger could be effected without a meeting of shareholders solely by action of
EastGroup. The Merger Agreement provides that if the Purchaser acquires at
least 90% of the outstanding Common Shares and 90% of the outstanding
Preferred Shares, EastGroup, the Purchaser and the Company will take all
necessary and appropriate action to cause the Merger to become effective as
soon as practicable after the expiration of the Offer without a meeting of
shareholders of the Company, in accordance with Section 351.447 of the GBCL.
If the Purchaser does not acquire at least 90% of the outstanding Common
Shares and 90% of the outstanding Preferred Shares, a significantly longer
period of time may be required to effect the Merger, because a vote of the
Company's shareholders would be required under the GBCL. The Company has
granted the Purchaser options to acquire sufficient Shares so that, under
certain circumstances, the Purchaser may increase its percentage ownership of
Common Shares and/or Preferred Shares to the 90% level. See Section 13 ("The
Merger Agreement").
Certain Shares Expected to be Tendered. Based upon information supplied to
the Purchaser by the Company, the Company believes that the following trustees
and executive officers of the Company will tender the number of Preferred
Shares and Common Shares set forth next to such trustee's or officer's name:
<TABLE>
<CAPTION>
NUMBER OF NUMBER OF
NAME PREFERRED SHARES COMMON SHARES
---- ---------------- -------------
<S> <C> <C>
Christopher J. Doherty.................... 1,000 500
Robert H. Gidel........................... 0 100,000
Lorraine O. Legg.......................... 200 0
Homer McK. Rees........................... 1,000 5,000
</TABLE>
To the Company's knowledge, the above list contains all Shares owned by the
Company's trustees or officers. To EastGroup's knowledge, no director or
officer of EastGroup beneficially owns Shares. Other than Ms. Legg, each of
the persons named above is a trustee of the Company. All trustees of the
Company voted in favor of the Merger Agreement, the Offer and the Merger and
to recommend that the shareholders of the Company tender their Shares pursuant
to the Offer.
Fairness of the Transaction. The Purchaser and EastGroup believe that it was
the responsibility of the Board of Trustees of the Company to determine the
fairness of the transaction to the shareholders of the
2
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Company other than EastGroup. In all dealings with the Company, EastGroup was
treated as a disinterested third party. The Company's Board of Trustees has no
members who are representatives of EastGroup or affiliates or associates of
EastGroup. None of the Company's officers are representatives, affiliates or
associates of EastGroup. The Company retained Prudential to act as its
financial advisor with respect to the Company's strategic alternatives and to
advise the Company with respect thereto. EastGroup believes that the Company's
Board of Trustees with the advice of Prudential and the Company's other
advisers, none of whom have any relationship with EastGroup, took all
necessary action to ensure that the Offer and the Merger were fair to the
Company's shareholders other than EastGroup, including but not limited to the
process conducted by Prudential and the Company which involved contacting
entities that Prudential believed would be interested in entering into a
business combination or similar transaction with the Company. The Common Share
Offer Price and the Preferred Share Offer Price were determined by negotiation
between EastGroup and the Company and their representatives. The Company also
received an opinion from Prudential, based upon certain considerations and
assumptions, that the aggregate cash consideration to be received by
shareholders of the Company, other than EastGroup, was fair from a financial
point of view. The details of the recommendation of the Company's Board of
Trustees is set forth in the Company's Amended and Restated
Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-
9"), a copy of which is being delivered to the Company's shareholders along
with this Supplement. Shareholders are urged to read the Schedule 14D-9
carefully. After careful consideration, the Company's Board of Trustees
unanimously approved the Merger Agreement (which contemplates both the Offer
and the Merger). As noted above, none of the members of the Company's Board of
Trustees or officers of the Company is an affiliate or has any relationship
with EastGroup. One of the Company's Trustees is also an officer of the
Company.
Although EastGroup did not consider it EastGroup's responsibility to
determine the fairness of the Offer and the Merger, EastGroup believes that
the Offer and Merger are fair to the holders of the Company's Common Shares
and Preferred Shares other than EastGroup. EastGroup bases its belief on the
following: (i) the fact that the Common Share Offer Price of $8.50 represents
a significant premium to the trading range of the Common Shares before the
first public announcement of EastGroup's purchase of Preferred Shares and its
interest in pursuing a negotiated business combination transaction with the
Company (the Common Shares traded in a range of $1.75 to $4.75 during the
period from January 1, 1996 through August 26, 1997, the day before such
announcement); (ii) the fact that the Preferred Share Offer Price of $10.00
(a) is equal to the liquidation preference of the Preferred Shares, (b)
represents a significant premium to the market price of Preferred Shares
before the first public announcement of EastGroup's purchase of Preferred
Shares and its interest in pursuing a negotiated business combination
transaction with the Company (the Preferred Shares traded in a range from
$4.50 to $8.125 during the period from January 1, 1996 to August 26, 1997, the
day before such announcement) and (c) is greater than EastGroup's average
purchase price for Preferred Shares of $9.49; (iii) the Company's small size
and relatively complex capital structure, which EastGroup believed limited the
Company's opportunities for growth and for access to the capital markets; (iv)
the fact that the Offer and the Merger were not contingent on financing; and
(v) the process conducted by the Company and Prudential which involved among
other things, contacting entities that the Company and Prudential reasonably
believed would be interested in entering into a business combination
transaction with the Company, and pursuant to which the Offer and Merger were
the highest non-contingent transaction proposed to the Company. EastGroup
believed that all of the above factors indicated that the Offer and the Merger
were fair to the shareholders of the Company other than EastGroup, but placed
particular reliance on the matters set forth in (i), (ii) and (v).
Opinion of Prudential. The information in this subsection was provided to
EastGroup and the Purchaser by the Company. The Company selected Prudential as
its financial adviser after receiving proposals from three investment banking
firms, including Prudential. The Company's Board of Trustees believed that all
three of the investment banking firms had sufficient expertise and experience
to act as the Company's financial adviser. All were regularly engaged in the
valuation of businesses and securities in connection with mergers and
acquisitions, negotiated underwritings, competitive biddings, secondary
distributions of listed and unlisted securities, private placements and
valuations for estate, corporate and other purposes. After a review of each
firm's proposal, the Company's Board of Trustees believed that Prudential's
proposal was the must competitive and would be the most beneficial to the
Company's shareholders. In the ordinary course of its business, Prudential and
its affiliates may actively trade the debt and the equity securities of the
Company and EastGroup for their own account and for the
3
<PAGE>
accounts of customers and, accordingly, may at any time hold a long or short
position in such securities. Otherwise, Prudential has had no relationship
during the past two years with the Company or EastGroup or any director or
officer thereof. Because there was only one member of the Company's Board of
Trustees who was an officer of the Company and no trustees or officers are
representatives, affiliates or associates of EastGroup, the Company's Board
did not consider it necessary for the Company's disinterested trustees to have
advisers separate from the Company.
The Company retained Prudential to act as the Company's financial advisor in
connection with its strategic alternatives, including in connection with the
Offer, Merger and related matters. At the February 17, 1998 meeting of the
Company's Board of Trustees, Prudential rendered an oral opinion to the
Company's Board that, as of such date and subject to the considerations set
forth in such opinion, the aggregate consideration to be received by the
holders of Shares pursuant to the Merger Agreement is fair from a financial
standpoint of view to such holders. Prudential subsequently confirmed its oral
opinion by delivery of a written opinion dated February 17, 1998.
The full text of Prudential's written opinion dated February 17, 1998, which
sets forth the assumptions made, matters considered and limitations on the
review undertaken, is attached as Exhibit 3 to the Company's Schedule 14D-9
(the "Prudential Securities Opinion") and is incorporated herein by reference.
Holders of Preferred Shares and Common Shares are urged to, and should, read
the Prudential Securities Opinion carefully and in its entirety. The
Prudential Securities Opinion is directed to the Company's Board and addresses
only the fairness from a financial point of view of the aggregate
consideration to be received by the holders of Preferred Shares and Common
Shares pursuant to the Merger Agreement and it does not address any other
aspect of the Merger, including the fairness of the relative consideration
offered for the Preferred Shares and Common Shares, nor does it constitute a
recommendation to any holder of Preferred Shares or Common Shares as to
whether to tender Preferred Shares or Common Shares pursuant to the Offer, or
how to vote on the proposed Merger, if applicable. The summary of the
Prudential Securities Opinion set forth in this Supplement is qualified in its
entirety by reference to the full text of such opinion.
In arriving at its opinion, Prudential reviewed such materials and
considered such financial and other factors as Prudential deemed relevant
under the circumstances, including among other things: (i) a draft of the
Merger Agreement, dated February 16, 1998; (ii) certain publicly-available
historical financial and operating data concerning the Company; (iii) certain
pro forma financial data prepared by the Company's management; (iv) certain
information relating to the Company, including property financial forecasts
for the fiscal years ending December 31, 1998 through December 31, 2007,
prepared by the Company's management; (v) certain publicly available
financial, operations and stock market data concerning companies engaged in
businesses deemed comparable to the Company or otherwise relevant to the
inquiry; (vi) the financial terms of certain recent transactions deemed
relevant to the inquiry; (vii) the historical stock prices and trading volumes
of Preferred Shares and Common Shares; and (viii) such other financial
studies, analyses and investigations that Prudential deemed appropriate.
Prudential also met with members of the senior management of the Company to
discuss the prospects for the Company's business and the estimates of the
Company's future financial performance. Prudential also visited most of the
properties currently owned and operated by the Company.
In rendering its opinion, Prudential assumed and relied upon the accuracy
and completeness of the financial and other information provided by the
Company or otherwise publicly available, and did not undertake any independent
verification of such information. Prudential did not make or obtain any
independent valuation or appraisal of any of the assets or liabilities of the
Company. With respect to the financial forecasts, Prudential assumed that such
forecasts (and the assumptions and bases therefor) had been reasonably
prepared and represented Company management's best currently available
estimates and good faith judgments as to the future financial performance of
the Company. The Prudential Securities Opinion is necessarily based on
economic, financial and market conditions as they existed and were made
available to Prudential on February 17, 1998.
The following is a brief summary of certain analyses performed by Prudential
and reviewed with the Company's Board in connection with the preparation of
the Prudential Securities Opinion and with its oral presentation to the
Company's Board on February 17, 1998.
4
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Market Bids Analysis. This analysis compared the recent bids for the Company
with the EastGroup bid. In general, of the twenty-nine companies contacted by
Prudential, nine presented proposals for the Company. The total aggregate
dollar value of the Company represented by the EastGroup offer was
approximately $67.3 million. Only two other bids were higher than the
EastGroup offer. However, one of those bids had been withdrawn at the time of
the February 17, 1998 Board of Trustees meeting. The other bid was slightly
higher for the Common Shares, but was subject to significant contingencies,
and the party making the bid was several weeks away from being able to make a
definitive proposal. In the view of Prudential, the fact that the EastGroup
bid was the highest non-contingent offer received by the Company supported its
conclusion that the aggregate cash consideration to be received by the
Company's shareholders, excluding EastGroup, pursuant to the Merger Agreement
was fair from a financial point of view to such shareholders.
Comparable Transactions Analysis. The Comparable Transactions Analysis
calculates the implied value of the Company based upon the Latest Twelve
Months ("LTM") Funds From Operations ("FFO") and the Forward Twelve Months
("FTM") FFO multiples of recent similar acquisition transactions. In
conducting this analysis, Prudential analyzed a total of fifteen comparable
REIT acquisition transactions, each dated no earlier than 1996, including five
pending transactions. In reviewing those comparable transactions, Prudential
calculated 1997 LTM FFO per share multiples ranging from a low of 10.66x to a
high of 14.38x, with a median of 12.14x and a mean of 12.20x. After applying
the estimated Company FFO for 1997, the Company's implied valuation by
reference to comparable transactions using 1997 LTM FFO/Share multiples was a
low of $40.76 million and a high of $55.00 million, with a median of $46.43
million and a mean of $46.66 million. In further reviewing those recent
comparable transactions. Prudential calculated 1998 FTM FFO per share
multiples ranging from a low of 10.63x to a high of 13.43x, with a median of
11.39x and a mean of 11.60x. After applying the projected Company FFO for
1998, the Company's implied valuation by reference to comparable transactions
using 1998 FTM FFO per share multiples was a low of $56.23 million and a high
of $71.04 million, with a median value of $60.25 million and a mean value of
$61.38 million. In view of the aggregate valuation of approximately
$67.3 million for the Company represented by the EastGroup offer, Prudential
noted that this analysis supported its conclusion that the aggregate cash
consideration to be received by the Company's shareholders, excluding
EastGroup, pursuant to the Merger Agreement was fair from a financial point of
view to such shareholders.
Comparable Companies Analysis. This methodology calculates the implied value
of the Company based upon 1997 estimated and 1998 projected FFO trading
multiples of similar publicly traded industrial REITs. A total of ten similar
publicly traded industrial REITs were analyzed by Prudential including AMB
Property Corporation, American Industrial Properties, Cabot Industrial Trust,
CenterPoint Properties Trust, EastGroup, First Industrial Realty Trust,
Meridian Industrial Trust, Pacific Gulf Properties, Security Capital
Industrial Trust and Weeks Corporation. This analysis resulted in the
calculation of 1997 FFO per share multiples ranging from a low of 10.11x to a
high of 14.46x with a median of 12.42x and a mean of 12.39x. After applying
the Company estimated FFO per share for 1997, the Company's implied valuation
based on 1997 FFO per share ranged from a low of $38.66 million to a high of
$55.28 million, with a median of $47.50 million and a mean of $47.37 million.
This analysis also resulted in the calculation of projected 1998 FFO per share
multiples ranging from a low of 9.25x to a high of 12.87x, with a median of
11.06x and a mean of 10.98x. After applying the Company's projected FFO per
share for 1998, the Company's implied valuation based on 1998 projected FFO
per share ranged from a low of $48.94 million to a high of $68.11 million,
with a median of $58.54 million and a mean of $58.11 million. In view of the
aggregate valuation of approximately $67.3 million for the Company represented
by the EastGroup offer, Prudential noted that this Comparable Companies
Analysis supported its conclusion that the aggregate cash consideration to be
received by the Company's shareholders, excluding EastGroup, pursuant to the
Merger Agreement was fair from a financial point of view to such shareholders.
Stock Trading History. Prudential reviewed and compared the 52-week history
(February 14, 1997 through February 13, 1998) of trading prices of Preferred
Shares and Common Shares with the respective per share prices being offered by
EastGroup. As for the Preferred Shares, during the 52-week period, the
Preferred Shares had traded at a low of $5.00 per Preferred Share and a high
of $9.63 per Preferred Share, as compared with the EastGroup offer of $10.00
per Preferred Share. As for the Common Shares, during the 52 week period, the
Common Shares had traded at a low of $3.063 per Common Share and a high of
$7.75, as compared with
5
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the EastGroup offer of $8.50 per Common Share. Accordingly, Prudential noted
that this analysis, in addition to other factors, supported its conclusion.
The preparation of a fairness opinion is a complex process and is not
necessarily susceptible to a partial analysis or summary description.
Prudential believes that its analyses must be considered as a whole and that
selecting portions of its analyses, without considering all of its analyses,
would create an incomplete view of the process underlying its opinion. In
addition, Prudential may have given various analyses more or less weight than
other analyses, and may have deemed various assumptions more or less probable
than other assumptions, so that the range of valuations resulting from a
particular analysis described above should not be taken to be Prudential's
view of the actual value of the Company.
In performing its analyses, Prudential made numerous assumptions with
respect to industry performance, general business and economic conditions and
other matters, many of which are not necessarily indicative of actual value,
which may be significantly more or less favorable than suggested by such
analyses. Such analyses were prepared solely as part of Prudential's analysis
of whether the aggregate consideration to be received by the holders of
Preferred Shares and Common Shares pursuant to the Merger Agreement is fair
from a financial point of view to such holders, and was conducted in
connection with the delivery of the Prudential Securities Opinion. The
estimates of financial performance provided by the Company's management in or
underlying Prudential's analyses are not necessarily indicative of future
results or values which may be more or less favorable than such estimates.
Because such estimates are inherently subject to uncertainty, actual results
could vary significantly from those reflected in such estimates. In addition,
as mentioned above, the Prudential Securities Opinion and the information
provided by it to the Company's Board of Trustees were two of the factors
taken into consideration by the Company's Board in making its determination to
approve the Merger Agreement and the transactions contemplated thereby.
Consequently, the Prudential analyses described above should not be viewed as
determinative of the opinion of the Company's Board or the view of the
Company's management with respect to the value of the Company or as to whether
the Company's Board would have been willing to agree to different terms. The
aggregate consideration to be received by the holders of Common Shares and
Preferred Shares pursuant to the Merger Agreement was determined through arms-
length negotiations between the Company and EastGroup and was approved by the
Company's Board.
The Company's Board of Trustees retained Prudential based upon its
experience and expertise. Prudential is a nationally recognized investment
banking and advisory firm. As part of its investment banking business,
Prudential is regularly engaged in the valuation of businesses and securities
in connection with mergers and acquisitions, negotiated underwritings,
competitive bidding, secondary distributions of listed and unlisted
securities, private placements and valuations for estate, corporate and other
purposes.
Prudential's opinion has been sent to the Company's shareholders along with
the Company's Schedule 14D-9. The opinion will be available for inspection and
copying at the Company's principal executive offices, 655 Montgomery Street,
8th Floor, San Francisco, CA 94111 during the Company's regular business hours
by any interested shareholder of the Company or a representative of such
shareholder who has been so designated in writing. The Company will also
transmit a copy of Prudential's opinion to any shareholder (or a
representative who such shareholder has designated in writing) upon written
request to the Company at the address set forth above.
Certain Effects of the Transaction. After the consummation of the Offer
(assuming the Minimum Condition is satisfied), EastGroup will beneficially own
a sufficient number of Shares to effect the Merger without the vote of any
other shareholder. Accordingly, the Merger will not require the approval of a
majority of the Company's shareholders other than EastGroup. If the Merger is
consummated, shareholders of the Company may have certain rights under Section
351.455 of the GBCL to dissent, and demand appraisal of, and to obtain payment
for the fair value of their Shares. Such rights, if the statutory procedures
were complied with, could lead to a judicial determination of the fair value
of the Shares (excluding any element of value arising from the accomplishment
or expectation of the Merger) to be required to be paid in cash to such
dissenting holders for their Shares. In determining the fair value of the
Shares, a Missouri court would be required to take into account all relevant
factors. Accordingly, such determination could be based upon considerations
other than, or in
6
<PAGE>
addition to, the market value of the Shares, including, among other things,
asset value and earning capacity. Therefore, the value so determined in any
appraisal proceeding could be different from the price being paid in the Offer
and the Merger. A copy of Section 351.455 of the GBCL is attached hereto as
Annex IV.
As a result of the consummation of the Offer and the Merger, shareholders
other than EastGroup will not have the opportunity to participate in the
future earnings, profits and growth of the Company and will not have a right
to vote on corporate matters. EastGroup, as the sole beneficial owner of
Shares after the Merger, will own a 100% interest in the book value and
earnings of the Company and will benefit from any increase in the value of the
Company following the Offer and the Merger. Similarly, EastGroup will bear the
risk of any decrease in the value of the Company after the Merger and
shareholders will not face the risk of a decline in the value of the Company
after the Merger. According to the Company's Quarterly Report on Form 10-Q for
the quarter ended September 30, 1997, the Company's Shareholders' Equity was
$43.1 million as of such date. According to the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 1997 and the Company's Annual
Report on Form 10-K for the year ended December 31, 1996, the Company had a
net income of $1.3 million for the twelve months ended December 31, 1996 and
$2.1 million for the nine months ended September 30, 1997 and had FFO of $3.7
million for the twelve months ended December 31, 1996 and $2.9 million for the
nine months ended September 30, 1997. See Section 8 ("Certain Information
Concerning the Company") of the Original Offer to Purchase for further
financial information regarding the Company.
The consummation of the Offer could, and the consummation of the Merger
will, have the effect of causing the Shares to cease to be traded on AMEX
and/or registered under the Exchange Act. See Section 7 ("Effects of the Offer
on the Market for Shares; Stock Quotations; Registration Under the Exchange
Act") of the Original Offer to Purchase for a discussion of the possible
effects of the Offer on the market for Shares if the Merger is not
consummated. Also, during the period between consummation of the Offer and
consummation of the Merger, EastGroup shall be entitled to designate three
persons to serve as members of the Company's Board of Trustees. See Section 13
("The Merger Agreement--The Company's Board of Trustees") of the Original
Offer to Purchase.
Other Alternatives Considered by the Company's Board of Trustees. The
information set forth in this subsection is supplied to EastGroup by the
Company. The Company and Prudential conducted a process which involved, among
other things, contacting entities that the Company and Prudential reasonably
believed would be interested in entering into a business combination
transaction with the Company and providing certain entities with information
and access to Company officials and representatives and inviting proposals
with respect to business combination transactions from such entities. In
connection with this process, Prudential contacted twenty-nine parties in
regard to a respective business combination with the Company, acquisition of
the Company's assets, or a potential equity investment in the Company. Nine of
the parties responded with proposals for the entire Company and one responded
with a proposal for a portion of the Company's real estate portfolio. Of these
proposals, one party expressed an interest in the Company at a potential value
slightly higher (specifically, $0.50 more per Common Share) than the Offer and
the Merger. However, this proposal had a variety of contingencies, including
the performance of a due diligence investigation with respect to the Company
and the negotiation of a definitive agreement, and the party making the
proposal was several weeks away from being able to present a definitive
proposal. Moreover, the Company's Board of Trustees believed that EastGroup's
position as a 21% stockholder of the Company could hinder or delay the
consummation of any such strategic alternative. After an extensive discussion
and careful consideration, the Company's Board of Trustees unanimously
approved the Merger Agreement, the Offer, and the Merger, and believes that
they are in the best interests of the Company's shareholders. Detailed
information with respect to the recommendation of the Company's Board is set
forth in the Company's Amended and Restated Solicitation/Recommendation
Statement on Schedule 14D-9, a copy of which is being disseminated to the
Company's shareholders along with this Supplement.
Interests of Certain Persons in the Offer and Merger. Other than the
interest of certain trustees and officers by tendering their Shares as
described under "Special Factors--Shares Expected to be Tendered" in this
Supplement and as set forth below, neither EastGroup nor the Company is aware
of any interests of any of their directors, trustees, officers or affiliates
in the Offer or the Merger.
On September 21, 1997, the Company entered into a Stock Appreciation Rights
Agreement (the "SAR Agreement") with Robert H. Gidel, Chief Executive Officer
of the Company. Under the terms of the SAR
7
<PAGE>
Agreement, Mr. Gidel was granted stock appreciation rights ("SARs") of 150,000
common stock SARs at a price of $5.50 per Common Share, and 75,000 preferred
stock SARs at a price of $8.50 per Preferred Share. Under the SAR Agreement,
the SARs vest on the first anniversary of the date of grant, or immediately
upon a change in control, whichever occurs first. A change in control under
the SAR Agreement shall be deemed to occur if any person, as defined therein,
becomes the "beneficial owner," as defined in Rule 13d-3 under the Exchange
Act, of securities of the Company representing fifty percent (50%) or more of
the then combined voting power of the Company's then outstanding securities.
Upon vesting of the SARs, the SAR Agreement provides that Mr. Gidel shall
receive from the Company in cash an amount equal to the difference between the
fair market value of the Common Shares and Preferred Shares on the exercise
date and the respective Exercise Prices, as defined therein, multiplied by the
number of SARs being exercised. In the event Purchaser consummates the Offer,
the Company has informed EastGroup that it anticipates Mr. Gidel will exercise
all of his SARs, in which event he will be entitled to a cash payment from the
Company of up to $562,500.
Recent Transactions in Shares. EastGroup has purchased all of its Preferred
Shares since August 1997. During the quarter ended September 30, 1997,
EastGroup purchased 1,449,956 Preferred Shares at prices ranging from $7.50
per share to $9.50 per share, with an average price of $9.49 per share
(including brokerage commissions). During the quarter which will end March 31,
1998, EastGroup has purchased 19,600 Preferred Shares, at prices ranging from
$9.04 to $9.54 with an average price of $9.28 per share. EastGroup purchased
no other Shares during 1997 or 1998. EastGroup's overall average purchase
price for its Preferred Shares was $9.49 (including brokerage commissions).
During the period from sixty days prior to the date of the Merger Agreement
through the date of this Supplement, no director or trustee or other affiliate
of the Company or director, officer or trustee of EastGroup engaged in any
transactions in Shares except that on January 5, 1998, Christopher J. Doherty,
Chairman of the Company's Board of Trustees, purchased 1,000 Preferred Shares
for $8.50 per share and 500 Common Shares for $5.00 per share in open market
transactions effected on the AMEX.
Other Transactions between EastGroup and the Company. In June 1997, before
EastGroup became a stockholder of the Company, in an arms-length transaction
unrelated to the Offer or the Merger, EastGroup purchased a 67,275 square foot
industrial property in Richland, Mississippi from the Company for $3,050,000.
EastGroup became interested in and approached the Company with respect to the
purchase of this property from the Company because EastGroup already owned
another industrial property in the same business park.
Certain Expenses of the Transaction. It is estimated that the expenses
incurred by the Purchaser and EastGroup in connection with the Offer and the
Merger will be approximately as follows: financial adviser and dealer manager
fees and expenses, $915,000; legal fees and expenses, $90,000; information
agent fees and expenses, $40,000; printing, mailing, distribution and
depositary expenses, $140,000; and filing fees and related expenses, $11,000.
EastGroup will pay all of these expenses, which are estimated to be $1,196,000
in the aggregate. The Company has informed EastGroup and the Purchaser that
the Company's expenses in connection with the Offer and the Merger are as
follows: financial adviser fees and expenses, $1,050,000; legal fees and
expenses, $60,000; and printing, mailing and distribution expenses, $25,000.
The Company will pay all of these expenses, which are estimated to be
$1,135,000 in the aggregate. To the extent that the information in this
paragraph is different from the information in the Original Offer to Purchase
under Section 17 ("Fees and Expenses"), the information set forth herein
supersedes the information in the Original Offer to Purchase.
Tax Consequences of Transaction. For federal income tax purposes, the
purchase of Shares pursuant to the Offer and subsequent Merger will be treated
by EastGroup as the purchase of 100% of the Shares of the Company. Because the
Company will be a 100% owned subsidiary of EastGroup at that time, it will be
deemed to be liquidated into EastGroup, without recognition of any gain or
loss on that deemed liquidation, and EastGroup will be deemed to recontribute
the assets liquidated into a newly formed corporation. There would be no gain
or loss on that contribution. The acquisition of all of the Company's stock by
EastGroup will not result in any gain or loss being recognized by the Company.
The tax consequences of the receipt of cash for Shares pursuant to the Offer
or in the Merger to shareholders of the Company other than EastGroup, are
described in Section 5 ("Certain Federal Income Tax Consequences") in the
Original Offer to Purchase.
8
<PAGE>
4. The following is added to Section 8 ("Certain Information Concerning the
Company") on page 12 of the Original Offer to Purchase:
The name, citizenship, business address, present principal occupation or
employment and five-year employment history of each of the trustees and
executive officers of the Company are set forth on Annex V hereto. Except as
set forth in this Supplement, the Company has advised EastGroup that neither
the Company, nor to the best of its knowledge, any of the persons listed in
Annex V hereto, (i) has any contract, arrangement, understanding or
relationship with any other person with respect to any securities of the
Company, including but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or the voting of any
securities of the Company, joint venture, loan or option arrangements, puts or
calls, guaranties of loans, guaranties against loss, or the giving or
withholding of proxies; (ii) has engaged in contacts, negotiations or
transactions with the Company or its affiliates concerning a merger,
consolidation, acquisition, tender offer or other acquisition of securities,
election of trustees or directors or a sale or other transfer of a material
amount of assets; or (iii) has had any other transaction with the Company or
any of its executive officers, trustees or affiliates that would require
disclosure under the rules and regulations of the Commission applicable to the
Offer.
The following is a summary of certain additional financial information with
respect to the Company. This information is excerpted or derived from the
Company's Annual Report on Form 10-K for the fiscal year ended December 31,
1996 and its Quarterly Report on Form 10-Q for the quarter ended September 30,
1997. More comprehensive financial information is included in such reports and
other documents filed by the Company with the Commission. The financial
information summary set forth below is qualified in its entirety by reference
to such reports and other documents filed with the Commission and all of the
financial information and related notes contained therein. Such reports and
other documents may be inspected at and copies may be obtained from the
offices of the Commission in the manner set forth in the Original Offer to
Purchase.
9
<PAGE>
MERIDIAN POINT REALTY TRUST VIII CO.
SUPPLEMENTAL SUMMARY CONSOLIDATED FINANCIAL INFORMATION
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)
<TABLE>
<CAPTION>
NINE MONTHS ENDED
YEARS ENDED DECEMBER 31, SEPTEMBER 30,
--------------------------- --------------------
1996 1995 1994 1997 1996
--------- ---------------- --------------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed
Charges................... 1.48 .96 .52 2.19 1.32
<CAPTION>
AS OF DECEMBER 31, AS OF SEPTEMBER 30,
--------------------------- --------------------
1996 1995 1994 1997 1996
--------- ---------------- --------------------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Working Capital............ $ (15,563) $(614) $(3,252) $ 293 $(16,356)
Book Value Per Preferred
Share..................... 8.05 8.16 8.58 8.18 8.01
Book Value Per Common
Share..................... 0.00 0.00 0.00 0.00 0.00
</TABLE>
5. The following information replaces the second and third paragraphs of
Section 10 ("Source and Amount of Funds") on page 15 of the Original Offer to
Purchase:
The Purchaser will obtain all such funds from EastGroup or its affiliates.
EastGroup has received financial commitments from its lending institutions
sufficient to satisfy the Purchaser's obligations under the Offer and the
Merger Agreement. The Offer and the Merger are not contingent upon any
financing arrangements. EastGroup intends to finance the transactions through
revolving credit facilities with Deposit Guaranty National Bank, Jackson,
Mississippi. As of April 1, 1998, the maximum principal amount of these
facilities was scheduled to be reduced from $100 million to $75 million,
however EastGroup has received a commitment for an increase in the maximum
principal amount under the revolving credit facilities to $105 million,
effective April 1, 1998. Pursuant to such commitment, the interest rate under
EastGroup's revolving credit facilities will be reduced to LIBOR plus 1.40%.
Nine of EastGroup's properties, the stock of one of EastGroup's wholly-owned
subsidiaries and EastGroup's equity interest in two limited partnerships
secure EastGroup's revolving credit facilities. As of March 24, 1998,
EastGroup had borrowed a total of approximately $49.2 million under its
revolving credit facilities.
EastGroup is presently negotiating a further increase in the maximum
principal amount under its revolving credit facilities. As of the date hereof,
EastGroup has made no other plans with respect to the repayment or refinancing
of the debt incurred in connection with the Offer.
6. The following information replaces in its entirety "Going Private
Transactions" in Section 12 ("Purpose of the Offer; Short Form Merger; Plans
for the Company; Dissenters' Rights; Going Private Transactions") on page 22
of the Original Offer to Purchase:
Going Private Transactions. EastGroup, the Purchaser and the Company have
filed a Schedule 13E-3 with the Commission on the date of this Supplement.
This Schedule 13E-3 was filed pursuant to Rule 13e-3 which relates to certain
going-private transactions. Filing of such Schedule 13E-3 by the Company is
not an admission that EastGroup is an affiliate of the Company or that the
Offer and Merger constitute going-private transactions. A substantial portion
of the information contained in this Supplement is required to be disseminated
to the Company's shareholders by Rule 13e-3 and Schedule 13E-3. Any proxy
statement that is sent to shareholders in connection with any special meeting
of shareholders in connection with the approval of the Merger will also comply
with Rule 13e-3 and Schedule 13E-3.
10
<PAGE>
7. The following information is added at the end of Section 15 ("Certain
Conditions of the Offer") on page 31 of the Original Offer to Purchase:
Notwithstanding anything to the contrary contained in Section 1 ("Terms of
the Offer; Extension of Tender Period; Termination; Amendments"), Section 4
("Acceptance for Payment and Payment of Offer Price") and Section 15 ("Certain
Conditions of the Offer"), all conditions of the Offer, other than the receipt
of necessary governmental approvals, shall have been satisfied or waived on or
prior to the Expiration Date.
EXCEPT AS OTHERWISE SET FORTH IN THIS SUPPLEMENT AND IN THE REVISED LETTERS
OF TRANSMITTAL, THE TERMS AND CONDITIONS PREVIOUSLY SET FORTH IN THE OFFER TO
PURCHASE REMAIN APPLICABLE IN ALL RESPECTS TO THE OFFER, AND THIS SUPPLEMENT
SHOULD BE READ IN CONJUNCTION WITH THE ORIGINAL OFFER TO PURCHASE.
The Purchaser and EastGroup have filed with the Commission a Schedule 14D-1
and amendments thereto pursuant to Rule 14d-3 and a Schedule 13E-3 pursuant to
Rule 13e-3 of the General Rules and Regulations under the Exchange Act,
furnishing certain additional information with respect to the Offer, and may
file amendments thereto. The Company has filed with the Commission the
Schedule 14D-9 and amendments thereto pursuant to Rule 14d-9 and has joined
with EastGroup and the Purchaser in filing the Schedule 13E-3 referred to in
the previous sentence, and may file amendments thereto. Such Schedules and any
amendments thereto, including exhibits, may be examined and copies may be
obtained in the same manner set forth in Section 8 of the Offer to Purchase.
No person has been authorized to give any information or make any
representation on behalf of EastGroup or the Purchaser not contained in this
Supplement or the Original Offer to Purchase and, if given or made, such
information or representation must not be relied upon as having been
authorized.
Neither the delivery of this Supplement or the Original Offer to Purchase
nor any purchase pursuant to the Offer shall, under any circumstances, create
any implication that there has been no change in the affairs of EastGroup, the
Purchaser, the Company or any of their respective subsidiaries since the date
as of which information is furnished or the date of this Supplement.
EastGroup-Meridian, Inc.
March 24, 1998
11
<PAGE>
ANNEX IV
Section 351.455 of the Missouri General and Business Corporation Law:
351.455 SHAREHOLDER WHO OBJECTS TO MERGER MAY DEMAND VALUE OF SHARES, WHEN.
1. If a shareholder of a corporation which is a party to a merger or
consolidation shall file with such corporation, prior to or at the meeting of
shareholders at which the plan of merger or consolidation is submitted to a
vote, a written objection to such plan of merger or consolidation, and shall
not vote in favor thereof, and such shareholder, within twenty days after the
merger or consolidation is effected, shall make written demand on the
surviving or new corporation for payment of the fair value of his shares as of
the day prior to the date on which the vote was taken approving the merger or
consolidation, the surviving or new corporation shall pay to such shareholder,
upon surrender of his certificate or certificates representing said shares,
the fair value thereof. Such demand shall state the number and class of the
shares owned by such dissenting shareholder. Any shareholder failing to make
demand within the twenty day period shall be conclusively presumed to have
consented to the merger or consolidation and shall be bound by the terms
thereof.
2. If within thirty days after the date on which such merger or
consolidation was effected the value of such shares is agreed upon between the
dissenting shareholder and the surviving or new corporation, payment therefor
shall be made within ninety days after the date on which such merger or
consolidation was effected, upon the surrender of his certificate or
certificates representing said shares. Upon payment of the agreed value the
dissenting shareholder shall cease to have any interest in such shares or in
the corporation.
3. If within such period of thirty days the shareholder and the surviving or
new corporation do not so agree, then the dissenting shareholder may, within
sixty days after the expiration of the thirty day period, file a petition in
any court of competent jurisdiction within the county in which the registered
office of the surviving or new corporation is situated, asking for a finding
and determination of the fair value of such shares, and shall be entitled to
judgment against the surviving or new corporation for the amount of such fair
value as of the day prior to the date on which such vote was taken approving
such merger or consolidation, together with interest thereon to the date of
such judgment. The judgment shall be payable only upon and simultaneously with
the surrender to the surviving or new corporations of the certificate or
certificates representing said shares. Upon the payment of the judgment, the
dissenting shareholder shall cease to have any interest in such shares, or in
the surviving or new corporation. Such shares may be held and disposed of by
the surviving or new corporation as it may see fit. Unless the dissenting
shareholder shall file such petition within the time herein limited, such
shareholder and all persons claiming under him shall be conclusively presumed
to have approved and ratified the merger or consolidation, and shall be bound
by the terms thereof.
4. The right of a dissenting shareholder to be paid the fair value of his
shares as herein provided shall cease if and when the corporation shall
abandon the merger or consolidation.
IV-1
<PAGE>
ANNEX V
CERTAIN INFORMATION CONCERNING THE TRUSTEES
AND EXECUTIVE OFFICERS OF MERIDIAN POINT REALTY TRUST VIII CO.
The following table, based solely upon information provided to EastGroup and
the Purchaser by the Company, sets forth the name, current business address,
present principal occupation or employment, and material occupations,
positions, offices or employment for the past five years of each trustee and
executive officer of the Company. Each such person is a citizen of the United
States of America. None of the listed persons, during the past five years, has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violation of such laws.
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND FIVE-YEAR
NAME AND POSITION HELD CURRENT BUSINESS ADDRESS EMPLOYMENT HISTORY
- ---------------------- ------------------------ ----------------------------
<S> <C> <C>
Christopher J. Doherty #6 East Street Principal of Potomac
Director and Chairman Suite 203 Investment Services, L.P.;
of the Board Frederick, MD 21701 partner in the law firm of
Fox, Bennett & Turner, from
1993 to 1997; General
Counsel and Deputy Treasurer
of Massachusetts and
Massachusetts Special
Attorney from 1991 to 1993.
Robert H. Gidel 5400 LBJ Freeway Chief Executive Officer of
Director and Chief Suite 1470 the Company since June 1997;
Executive Officer Dallas, TX 75240 President and Chief
Operating Officer of Paragon
Group, Inc. (a diversified
real estate investment
trust) from January 1996
until April 1997; President,
Chief Operating Officer and
director of the general
partner of Brazos Partners,
L.P. since July 1993; Chief
Operating Officer and
director of Brazos Fund,
L.P. (real estate investment
fund) from March 1994 until
January 1996; Managing
Director and a director of
Alex Brown Kleinwort Benson
Realty Advisors (real estate
investment management firm)
from 1986 until 1993.
S. Michael Lucash 1 McIlroy Plaza, Suite Managing Director for Real
Director 302 Estate at Llama Company
Fayetteville, AR 72701 since December 1995; Chief
Operating Officer of Boston
Capital Mortgage Company
from March through December
1995; Chief Operating
Officer of ARBOR National
Commercial Mortgage
Corporation from 1993 to
1995; President of
Commercial Mortgage
Corporation of America from
1987 to 1993.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
PRESENT PRINCIPAL OCCUPATION
OR EMPLOYMENT AND FIVE-YEAR
NAME AND POSITION HELD CURRENT BUSINESS ADDRESS EMPLOYMENT HISTORY
---------------------- ------------------------ ----------------------------
<S> <C> <C>
Lawrence P. Morris 350 North Clark Street Executive Vice President and
Director Chicago, IL 60610 Head of the Public Finance
Department for Mesirow
Financial, Inc. since 1994;
Vice President of First
Chicago Capital Markets Inc.
from 1984 until 1994.
Homer McK. Rees 816 North Street From 1982 to 1992, held
Director Greenwich, CT 06831 various positions with The
Prudential Insurance Company
of America, including
Chairman in 1992 and
President from 1988 to 1991
of Prudential Capital
Corporation. Retired since
1992.
Richard M. Osborne 7001 Center Street President and Chief
Director Mentor, OH 44060 Executive Officer of OsAir,
Inc. (manufacturer of
industrial gases for
pipeline delivery) since
1963.
Micolyn M. Yalonis 71 Stevenson Street Vice President of Callan
Director Suite 1300 Associates, Inc. since 1993;
San Francisco, CA 94105 independent real estate
consultant from October 1992
to 1993.
Lorraine O. Legg 655 Montgomery Street President and Chief
President San Francisco, CA 94111 Executive Officer and a
director of TIS Financial
Services, Inc. since 1984,
TIS Mortgage Investment
Company since 1988 and TIS
Asset Management, Inc. since
1990.
John E. Castello 655 Montgomery Street Senior Vice President of TIS
Senior Vice President San Francisco, CA 94111 Financial Services, Inc.
and since 1985; Executive Vice
Chief Financial President and Chief
Officer Financial Officer of TIS
Mortgage Investment Company
since 1988, and Senior Vice
President and Chief
Financial Officer of TIS
Asset Management, Inc. since
1991.
Michael Gilbert 655 Montgomery Street Vice President Real Estate
Vice President Real San Francisco, CA 94111 for TIS Financial Services
Estate since 1995; real estate
consultant from 1990 until
1995.
Denis F. Shanagher 595 Market Street, Partner in the law firm of
Secretary 16th Floor Preuss Walker & Shanagher
San Francisco, CA 94105 since August 1993; partner
in the law firm of Bronson,
Bronson & McKinnon from 1987
to 1993.
</TABLE>
<PAGE>
[LOGO OF EASTGROUP PROPERTIES]
300 ONE JACKSON PLACE
188 EAST CAPITOL STREET
JACKSON, MISSISSIPPI 39201-2195
March 24, 1998
To the Shareholders of Meridian Point Realty Trust VIII Co.
Enclosed is a Supplement dated March 24, 1998 to our Offer to Purchase dated
February 23, 1998. The enclosed Supplement provides you with additional
disclosure regarding the Offer and related transactions. Also enclosed is
Meridian's Amended and Restated Solicitation/Recommendation Statement on
Schedule 14D-9. THE OFFER PRICE OF $8.50 PER MERIDIAN COMMON SHARE AND $10.00
PER MERIDIAN PREFERRED SHARE HAS NOT CHANGED.
We have extended the Offer so that the Expiration Date will be April 17,
1998. Please review the enclosed information. If you then desire to withdraw
your shares, see Section 3 ("Withdrawal Rights") in the Offer to Purchase. IF
YOU HAVE ALREADY VALIDLY TENDERED YOUR MERIDIAN SHARES AND DO NOT WISH TO
CHANGE YOUR DECISION AFTER REVIEW OF THE ENCLOSED INFORMATION, NO FURTHER
ACTION IS REQUIRED ON YOUR PART. YOUR EXISTING TENDER WILL REMAIN EFFECTIVE
WITHOUT ANY FURTHER ACTION BY YOU.
If you have any questions, please call our Information Agent, Beacon Hill
Partners, Inc., at 1-800-755-5001.
EASTGROUP PROPERTIES, INC.
