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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
MERIDIAN POINT REALTY TRUST VIII CO.
(Name of Issuer)
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EASTGROUP PROPERTIES, INC.
EASTGROUP-MERIDIAN, INC.
MERIDIAN POINT REALTY TRUST VIII CO.
(Names of Persons Filing Statement)
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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 ROBERT H. GIDEL
EastGroup-Meridian, Inc. Meridian Point Realty Trust VIII Co.
c/o EastGroup Properties, Inc. 8th Floor
300 One Jackson Place 655 Montgomery Street
188 East Capitol Street San Francisco, California 94111
Jackson, Mississippi 39201-2195 (415) 274-1808
(601) 354-3555
(Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications on Behalf of Persons Filing Statement)
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with copies to:
JOSEPH P. KUBAREK, ESQ. DENIS F. SHANAGHER, ESQ.
Jaeckle Fleischmann & Mugel, LLP Preuss Walker & Shanagher LLP
800 Fleet Bank Building 16th Floor
Twelve Fountain Plaza 595 Market Street
Buffalo, New York 14202 San Francisco, California 94104
(716) 856-0600 (415) 978-2600
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This statement is filed in connection with (check the appropriate box):
a. [_] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities
Exchange Act of 1934.
b. [_] The filing of a registration statement under the Securities Act of
1933.
c. [X] A tender offer.
d. [_] None of the above.
Check the following box if the soliciting materials or information statement
referred to above are preliminary copies.[__]
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AMENDED RULE 13E-3 TRANSACTION STATEMENT
This Amended Rule 13e-3 Transaction Statement (the "Statement")
relates to a tender offer by EastGroup-Meridian, Inc., a Missouri corporation
(the "Purchaser"), a wholly owned subsidiary of EastGroup Properties, Inc., a
Maryland corporation ("EastGroup") of 1,208,693 Common Shares of Meridian Point
Realty Trust VIII Co., a Missouri corporation ("Meridian" or the "Company") for
$8.50 per share in cash, and 3,132,905 Preferred Shares for $10.00 per share in
cash, upon the terms and subject to the conditions set forth in the Agreement
and Plan of Merger dated as of February 18, 1998 (the "Merger Agreement"), a
copy of which is filed as an Exhibit to the Tender Offer Statement on Schedule
14D-1 filed by the Purchaser with the Securities and Exchange Commission on
February 23, 1998 as amended by Amendment No. 1 to Tender Offer Statement on
Schedule 14D-1 filed on March 12, 1998, Amendment No. 2 to Tender Offer
Statement on Schedule 14D-1 filed on March 25, 1998, Amendment No. 3 to Tender
Offer Statement on Schedule 14D-1 filed on March 27, 1998 and Amendment No. 4 to
Tender Offer Statement on Schedule 14D-1 filed on April 23, 1998 (as may further
be amended, the "Schedule 14D-1"). The Purchaser and EastGroup filed an Offer
to Purchase dated February 23, 1998 (the "Original Offer to Purchase"), a
Supplement dated March 24, 1998 to the Offer to Purchase and a revised
Supplement dated March 27, 1998 to the Offer to Purchase (the revised Supplement
dated March 27, 1998 to the Offer to Purchase is referred to herein as the
"Supplement"). The Original Offer to Purchase and the Supplement collectively
are referred to as the "Offer to Purchase." This Statement is also filed by the
Company, which has filed an Amended and Restated Solicitation/Recommendation
Statement on Schedule 14D-9 (the "Schedule 14D-9").
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
Item 5 is amended by the addition of the following:
On May 12, 1998, Purchaser delivered to the Company written notice
stating that Purchaser will purchase 1,440,740 Preferred Shares for $10.00 per
share and 3,302,510 Common Shares for $8.50 per share pursuant to the exercise
of its options under Article VIII of the Merger Agreement. The closing of such
purchase will take place on June 1, 1998. Immediately following the closing of
the purchase of such Shares, Purchaser and the Company will complete the Merger.
Immediately after the effectiveness of the Merger, the Preferred Shares and
Common Shares will be delisted from the American Stock Exchange and will be
removed from registration under the Exchange Act. At the Effective Time of the
Merger, (i) each Preferred Share issued and outstanding (other than Dissenting
Shares representing Preferred Shares and Preferred Shares held by the Company,
any subsidiary of the Company, EastGroup or the Purchaser which are to be
canceled pursuant to the Merger Agreement) will be converted into the right to
receive in cash, without interest, $10.00 per share, and (ii) each Common Share
issued and outstanding (other than Dissenting Shares representing Common Shares
and Common Shares held by the Company, any subsidiary of the Company, EastGroup
or the Purchaser which
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are to be canceled pursuant to the Merger Agreement) will be converted into the
right to receive in cash, without interest, $8.50 per share.
ITEM 6. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Item 6 is amended by the addition of the following:
The Purchaser will use approximately $42.5 million to purchase the
1,440,740 Preferred Shares and the 3,302,510 Common Shares pursuant to the
exercise of the options granted under Article VIII of the Merger Agreement (the
"Option Shares"). The Purchaser will obtain such funds from EastGroup. EastGroup
will obtain approximately $13.5 million of the funds necessary to purchase the
Option Shares from its credit facilities with Deposit Guaranty National Bank
("DGNB"), Jackson, Mississippi and approximately $29.0 million from a recently
opened margin account with A.G. Edwards & Sons, Inc. ("AGE"), St. Louis,
Missouri. The credit facilities with DGNB bear interest at a rate of LIBOR plus
1.40% and the account with AGE bears interest at a rate of not more than 7.75%.
The funds borrowed to purchase the Option Shares will be returned to EastGroup
immediately after the effectiveness of the Merger and EastGroup will repay the
borrowings immediately.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
Item 10 is amended by the addition of the following:
Upon exercise of the options granted under Article VIII of the Merger
Agreement, Purchaser will own 6,043,201 Preferred Shares (90% of the outstanding
Preferred Shares) and 4,511,203 Common Shares (90% of the outstanding Common
Shares).
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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: May 13, 1998 EASTGROUP PROPERTIES, INC.
By: /s/ N. Keith McKey
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Name: N. Keith McKey
Title: Executive Vice President
EASTGROUP-MERIDIAN, INC.
By: /s/ N. Keith McKey
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Name: N. Keith McKey
Title: Vice President
MERIDIAN POINT REALTY TRUST VIII CO.
By: /s/ Robert H. Gidel
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Name: Robert H. Gidel
Title: Chief Executive Officer
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