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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 2
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 April 22, 1998, pursuant to the Merger Agreement,
Homer McK. Rees, Richard M. Osborne and Micolyn M. Yalonis resigned as trustees
of the Company and three designees of the Purchaser, H.C. Bailey, Jr., David H.
Hoster II and Leland R. Speed were appointed as trustees of the Company by the
remaining trustees. Christopher J. Doherty, Robert H. Gidel, S. Michael Lucash
and Lawrence P. Morris are the remaining trustees of the Company.
The Purchaser intends to complete the Merger as expeditiously as
possible but has not yet determined whether it will exercise the options granted
to it pursuant to the Merger Agreement to increase its percentage ownership of
Common Shares and Preferred Shares to the 90% level so that a short-form merger
can be effected or whether it will cause the Company to call a meeting of its
shareholders to approve the Merger, at which meeting the Merger would be
approved by a vote of the Shares held by Purchaser without the vote of any other
shareholder.
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Item 6. Source and Amount of Funds or Other Consideration
Item 6 is amended by the addition of the following:
The Purchaser used approximately $41.6 million to purchase the Common
Shares and Preferred Shares tendered pursuant to the Offer. The Purchaser
obtained such funds from EastGroup. EastGroup financed the transaction using
its revolving credit facilities with Deposit Guaranty National Bank, Jackson,
Mississippi. The credit facilities bear interest at a rate of LIBOR plus 1.40%.
Item 10. Interest in Securities of the Issuer
Item 10 is amended by the addition of the following:
The Offer expired at 5:00 p.m. New York City Time, on Friday, April
17, 1998. Based on a preliminary count, a total of approximately 1,208,693
Common Shares and 3,132,905 Preferred Shares were tendered pursuant to the
Offer. All properly tendered Shares were purchased on Wednesday, April 22, 1998
in accordance with the terms of the Offer. The Common Shares tendered and
purchased constitute approximately 70.7% of the outstanding Common Shares and
the Preferred Shares tendered and purchased plus the Preferred Shares already
owned by the Purchaser constitute approximately 87.3% of the outstanding
Preferred Shares.
Item 17. Material to be Filed as Exhibits
Item 17 is amended by the addition of the following:
(d)(15) Press Release dated April 20, 1998.
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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: April 23, 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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Exhibit (a)(11)
EastGroup Properties, Inc.
300 One Jackson Place
188 East Capitol Street
Jackson, MS 39201
Contact: Keith McKey (601) 354-3555
For Immediate Release
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EASTGROUP ANNOUNCES EXPIRATION OF
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CASH TENDER OFFER FOR MERIDIAN VIII
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ALL TENDERED SHARES HAVE BEEN ACCEPTED FOR PURCHASE
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Jackson, Mississippi, April 20, 1998 - EastGroup Properties, Inc. (NYSE:
EGP) announced that its cash tender offer for all issued and outstanding common
and preferred shares of Meridian Point Realty Trust VIII Co. (AMEX: MPH)
expired at 5:00 p.m. on Friday, April 17 and that all tendered shares have been
accepted for purchase. According to the depositary for the tender offer, Harris
Trust Company of New York, 1,208,693 shares of common stock of Meridian VIII and
3,132,905 shares of preferred stock of Meridian VIII were tendered pursuant to
the offer. The tendered shares accepted for purchase, when combined with
EastGroup's ownership of 1,469,556 preferred shares, represent approximately
83.2% of the outstanding voting securities of Meridian VIII.
For further information, please contact Beacon Hill Partners, Inc. at
800-253-3814, which is acting as Information Agent for the offer.
