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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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
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(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)
Not Applicable
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(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 4 Pages.
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AMENDMENT NO. 1
TO
SCHEDULE 13D
MERIDIAN POINT REALTY TRUST VIII CO.
The Statement on Schedule 13D (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 amended as follows:
ITEM 4. PURPOSE OF TRANSACTION.
[Item 4 of the Statement is amended by the addition of the
following:]
On December 2, 1997, representatives of EastGroup met with
representatives of the Issuer in Forth Worth, Texas. At that meeting, the
EastGroup representatives reviewed the history of EastGroup's dealings with the
Issuer, including EastGroup's participation in the process instituted by the
Issuer in 1995 and early 1996 in which EastGroup made proposals pursuant to
which the Issuer would be merged with and into EastGroup. In connection with
EastGroup's participation in such process, EastGroup was requested to sign and
did sign a confidentiality agreement accompanied by a two year standstill
agreement restricting EastGroup's ability to purchase the Issuer's securities.
Such standstill agreement, portions of which were amended or waived from time to
time, expired by its terms before EastGroup purchased any Shares.
At the December 2, 1997 meeting, the representatives of EastGroup
stated EastGroup's desire to promptly enter into negotiations with the Issuer
with respect to a business combination transaction between EastGroup and the
Issuer. The representatives of the Issuer indicated to EastGroup that the Issuer
was in the process of evaluating the Issuer's strategic alternatives and that
the Issuer had retained Prudential Securities, Inc. to help the Issuer in
conducting such evaluation. The EastGroup representatives informed the Issuer's
representatives that EastGroup believed that a merger between EastGroup and the
Issuer was in the best interests of all parties, and that it was EastGroup's
present intention to oppose, and to vote its Shares against, any strategic
alternative of the Issuer that would delay or frustrate such a transaction.
Further, in light of EastGroup's position and EastGroup's significant holdings
in the Issuer, the EastGroup representatives indicated their view that it was
impractical and unnecessary for the Issuer to explore such strategic
alternatives. Accordingly, the EastGroup representatives reiterated their desire
to promptly enter into negotiations with respect to a business combination
transaction between EastGroup and the Issuer.
Since the December 2, 1997 meeting, discussions between
representatives of the Issuer and representatives of EastGroup have continued,
but such merger negotiations have not begun. Further, given the lengthy history
of EastGroup's interest in the Issuer, the desire of EastGroup to enter into
negotiations promptly and EastGroup's view that the process in which the Issuer
is currently engaged is impractical and unnecessary, EastGroup has declined to
sign a confidentiality agreement with respect to receiving non-public
information of the Issuer or any additional standstill agreements.
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EastGroup has retained PaineWebber Incorporated as its financial
advisor with respect to its investment in the Issuer and any business
combination transaction involving EastGroup and the Issuer.
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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 13, 1998
EASTGROUP PROPERTIES, INC.
By: /s/ David H. Hoster II
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David H. Hoster II
President
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