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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 1
TO
TENDER OFFER STATEMENT
PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(Amendment No. 4)
UNDER THE SECURITIES ACT OF 1934
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MERIDIAN POINT REALTY TRUST VIII CO.
(Name of Subject Company)
----------------------
EASTGROUP PROPERTIES, INC.
EASTGROUP-MERIDIAN, INC.
(Bidders)
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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)
----------------------
589954-10-6
589954-20-5
(CUSIP Numbers of Classes of Securities)
------------------------
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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Not Applicable
(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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NAME OF REPORTING PERSON
1 I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
EastGroup Properties, Inc.
- ------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
WC
- ------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(e) OR 2(f) [_]
- ------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Maryland
- ------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7
1,469,556 Preferred Shares
- ------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES CERTAIN SHARES*
8
[_]
- ------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7)
9
27.9%
- ------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
10
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 (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.
Item 2. Identity and Background
Items 2(e) and 2(f) are amended to read in their entirety as follows:
(e) and (f) The information set forth in Section 9 ("Certain Information
Concerning EastGroup and the Purchaser"), Section 16 ("Certain Legal Matters"),
Annex I ("Certain Information Concerning the Directors and Executive Officers of
EastGroup Properties, Inc.") and Annex II ("Certain Information Concerning the
Directors and Executive Officers of the Purchaser") of the Offer to Purchase is
incorporated herein by reference. Neither EastGroup nor the Purchaser, 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.
Item 3. Past Contacts, Transactions or Negotiations with the Subject Company
Item 3(a) is amended to read in its entirety as follows:
(a) The information set forth in the last paragraph of Section 11
("Contacts with the Company; Background of the Offer") of the Offer to Purchase
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 9
("Certain Information Concerning EastGroup and the Purchaser"), 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") and Annex
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II ("Certain Information Concerning the Directors and Executive Officers of the
Purchaser") of the Offer to Purchase 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 9 ("Certain
Information Concerning EastGroup and the Purchaser"), 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") and Section 13 ("The Merger Agreement") of the Offer to Purchase
is incorporated herein by reference.
Item 10. Additional Information
Item 10(f) is amended to add the following:
"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") of the Offer to Purchase, the Purchaser shall pay for
or return tendered Shares promptly after expiration, termination or withdrawal
of the Offer, and the occurrence or continuation of any of the circumstances
referred to in the conditions described in Section 15 of the Offer to Purchase
following such expiration, termination or withdrawal shall not affect the
obligation of the Purchaser promptly to pay for or return all Shares duly
tendered and not theretofore withdrawn in accordance with the terms of the
Offer.
Notwithstanding anything to the contrary contained in Section 7 ("Effect of
the Offer on the Market for Shares; Stock Quotations; Registration under the
Exchange Act") and Section 12 ("Purpose of the Offer; Short Form Merger; Plans
for the Company; Dissenters' Rights; Going Private Transactions"), 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."
4
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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 12, 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
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