<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
(Final Amendment)
MERIDIAN POINT REALTY TRUST VIII CO.
-----------------------------------------
(Name of Issuer)
COMMON SHARES
PREFERRED SHARES
--------------------------
(Title of Classes of Securities)
589954-10-6
589954-20-5
-------------------
(CUSIP Numbers)
N. Keith McKey
300 One Jackson Place, 188 East Capitol Street
Jackson, Mississippi 39201; (601) 354-3555
-------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 1, 1998
----------------------------
(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 3 Pages.
<PAGE>
SCHEDULE 13D/A
AMENDMENT NO. 9
(FINAL AMENDMENT)
EastGroup-Meridian, Inc., (the "Purchaser"), a Missouri corporation and a
wholly-owned subsidiary of EastGroup Properties, Inc.("EastGroup"), a Maryland
corporation, hereby amend their 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
previously filed Schedule 13D and amendments thereto.
ITEM 4. PURPOSE OF TRANSACTION
Item 4 is amended to add the following:
On June 1, 1998, Purchaser and the Company completed the Merger. Immediately
after the effectiveness of the Merger, the Preferred Shares and Common Shares
were delisted from the American Stock Exchange and 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 were canceled pursuant to the Merger
Agreement) was 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 were
canceled pursuant to the Merger Agreement) was converted into the right to
receive in cash, without interest, $8.50 per share.
Page 2 of 3 Pages
<PAGE>
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: June 1, 1998 EASTGROUP PROPERTIES, INC.
By: /s/ N. Keith McKey
------------------------------------------
Name: N. Keith McKey
Title: Executive Vice President
EASTGROUP-MERIDIAN, INC.
By: /s/ N. Keith McKey
------------------------------------------
Name: N. Keith McKey
Title: Vice President
Page 3 of 3 Pages
