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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. )*
Meridian Point Realty Trust 83
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(Name of Issuer)
Shares of Beneficial Interest
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(Title of Class of Securities)
589949106
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(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L.,
1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 24, 1997
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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 [ ].
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).
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<TABLE>
SCHEDULE 13D
CUSIP NO. 589949106
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Steven A. Calabrese
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
00
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 220,265
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 220,265
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
220,265
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.3%
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14 TYPE OF REPORTING PERSON*
IN
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</TABLE>
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CUSIP No. 589949106
Pursuant to Rule 13d-1(f)(1), this original Schedule 13D Statement is
filed on behalf of Steven A. Calabrese for the purpose of reporting an
acquisition by such reporting person of shares of beneficial interest, without
par value, of Meridian Point Realty Trust '83, a California real estate
investment trust.
Item 1. Security and Issuer.
This Schedule 13D Statement relates to the shares of beneficial interest,
without par value (the "Shares"), of Meridian Point Realty Trust '83, a
California real estate investment trust ("Meridian"), which has its principal
executive offices at 655 Montgomery Street, Suite 800, San Francisco, CA 94111.
Item 2. Identity and Background.
(a) The person filing this Schedule 13D is Steven A. Calabrese.
(b) Mr. Calabrese's business address is 1110 Euclid Avenue, Suite
300, Cleveland, Ohio 44115-1603.
(c) Mr. Calabrese's principal business is serving as an officer of
Calabrese, Racek and Markos, Inc., a real estate services corporation that
provides appraisals, management and other related services for various
commercial and industrial properties.
(d) Negative with respect to Mr. Calabrese.
(e) Negative with respect to Mr. Calabrese.
(f) Mr. Calabrese is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares reported herein as having been acquired by Mr. Calabrese were
acquired for the aggregate purchase price of approximately $850,000. Mr.
Calabrese purchased such Shares with funds borrowed under the Demand Promissory
Note, dated July 29, 1997, in favor of Richard M. Osborne (the "Note"). The
Note is due on demand and interest is payable at the prime rate as stated in
The Wall Street Journal form time to time, plus 2%. The Note is unsecured.
The Note is attached hereto as Exhibit 7.1.
Item 4. Purpose of Transaction.
Mr. Calabrese purchased the Shares to acquire a significant interest in
Meridian for purposes of investment and to effect the business strategies and
operations of Meridian. Mr. Calabrese intends to work together with Richard M.
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CUSIP No. 589949106
Osborne, who Mr. Calabrese understands is the beneficial owner of 297,344
Shares, and with Allen K. Meredith, who Mr. Calabrese understands is the
beneficial owner of 151,000 Shares, and with the management of Meridian to
create value for the shareholders of Meridian. It is the intention of Messrs.
Calabrese, Osborne and Meredith to try to convince the management of Meridian
to take steps to have the shareholders of Meridian approve an amendment to its
Declaration of Trust or other governing documents to convert Meridian to a
perpetual-life real estate investment trust ("REIT"). Turkey Vulture Fund
XIII, Ltd., the investment vehicle that holds the Shares beneficially owned by
Mr. Osborne, has written to the President of Meridian requesting that the
Trustees call an annual meeting of shareholders and requesting a copy of the
shareholders list. Copies of those letter are filed herewith as Exhibits 7.2
and 7.3. If no agreement can be reached with the management of Meridian,
Messrs. Calabrese, Osborne and Meredith would consider calling a special
meeting of shareholders for the purpose of electing new Trustees, seeking
shareholder approval to convert Meridian to a perpetual-life REIT and
addressing any other matters that may be necessary in the conversion of
Meridian to a perpetual-life REIT.
Pursuant to the instructions for items (a) through (j) of Item 4 of
Schedule 13D and except as set forth above in this Item 4, Mr. Calabrese
presently has no plans or proposals that relate to or would result in any of
the following:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Meridian;
(ii) the sale or disposition of a material amount of assets of Meridian;
(iii) a material change in the present capitalization or dividend policy
of Meridian;
(iv) a material change in the business or corporate structure of
Meridian;
(v) a change to the Articles of Incorporation or Bylaws of Meridian or
an impediment to the acquisition of control of Meridian by any person;
(vi) the delisting from any national securities exchange of the Shares;
(vii) a class of equity securities of Meridian becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or
(viii)any action similar to any of those enumerated in (i) through (vii)
above.
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CUSIP No. 589949106
Mr. Calabrese reserves the right to modify his plans and proposals
described in this Item 4. Further, subject to applicable laws and regulations,
he may formulate plans and proposals that may result in the occurrence of an
event set forth in (i) through (viii) above or in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) According to the most recently available filing with the
Securities and Exchange Commission by Meridian, there are 3,031,618 Shares
outstanding.
Mr. Calabrese beneficially owns 220,665 Shares, or approximately
7.3% of the outstanding Shares.
(b) Mr. Calabrese has sole power to vote, or to direct the voting
of, and the sole power to dispose or to direct the disposition of, the
Shares owned by him.
(c) During the past 60 days, Mr Calabrese purchased all the Shares
reported herein as owned by him, at a price per share of approximately
$3.82 (excluding commissions), in one transaction on July 24, 1997.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Reference is made to the loan from Richard M. Osborne described in
Item 3.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1 -- Demand Promissory Note, dated July 27, 1997, in favor
of Richard M. Osborne.
Exhibit 7.2 -- Letter dated July 23, 1997, from Turkey Vulture Fund
XIII, Ltd. to Meridian requesting shareholder list.
Exhibit 7.3 -- Letter dated July 23, 1997, from Turkey Vulture Fund
XIII, Ltd. to Meridian requesting calling of annual
meeting of shareholders.
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CUSIP No. 589949106
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: August 4, 1997 STEVEN A. CALABRESE
/s/ Steven A. Calabrese
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CUSIP No. 589949106
Exhibit Index
Exhibit 7.1 -- Demand Promissory Note, dated July 27, 1997, in favor of
Richard M. Osborne.
Exhibit 7.2 -- Letter dated July 23, 1997, from Turkey Vulture Fund XIII,
Ltd. to Meridian requesting shareholder list.
Exhibit 7.3 -- Letter dated July 23, 1997, from Turkey Vulture Fund XIII,
Ltd. to Meridian requesting calling of annual meeting of
shareholders.
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EXHIBIT 7.1
DEMAND PROMISSORY NOTE
$848,904.56 July 27, 1997
Cleveland, Ohio
FOR VALUE RECEIVED, STEVEN A. CALABRESE ("Maker"), promises to pay in
lawful money of the United States of America to RICHARD M. OSBORNE ("Payee"),
at such offices or at such other place as Payee may from time to time designate
in writing, the principal sum of Eight Hundred Forty Eight Thousand Nine
Hundred and Four Dollars and Fifty Six Cents ($848,904.56), which shall be
payable upon demand.
The principal balance of this Note from time to time outstanding shall
bear interest at a rate per annum equal to the prime rate as stated in The Wall
Street Journal from time to time (the "Prime Rate"), plus two percent (2%).
Changes in the interest rate will be effective on the date the Prime Rate
changes. Interest hereunder shall be computed on the unpaid principal balance
as exists from time to time on the basis of the actual days elapsed over the
period of a 365 day year. Interest shall be due and payable with the principal
balance upon demand.
This Note may be prepaid, in whole or in part by Maker at any time prior
to maturity without penalty or premium.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF OHIO.
IN WITNESS WHEREOF, Maker has caused this Note to be executed as of the
day and year first above written.
WITNESSES: MAKER
/s/ Dina Baca /s/ Steven A. Calabrese
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Dina Baca Steven A. Calabrese
Print Name:----------------
/s/ Debra Duncan
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Debra Duncan
Print Name:----------------
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EXHIBIT 7.2
TURKEY VULTURE FUND XIII, LTD.
7001 Center Street
Mentor, Ohio 44060
216-951-1111
Telecopier
216-255-8645
July 23, 1997
VIA FEDEX
Ms. Lorraine O. Legg, President
Meridian Point Realty Trust 83
655 Montgomery Street, Suite 800
San Francisco, CA 94111
Dear Ms. Legg:
As you are aware from the Schedule 13D filed by Turkey Vulture Fund XIII,
Ltd. (the "Fund") with the Securities and Exchange Commission on July 19, 1996,
the Fund holds more than 5% of the outstanding shares of Meridian Point Realty
Trust 83 ("Meridian 83").
The Amended and Restated Declaration of Trust of Meridian 83 provides, in
Section 9.4, that shareholders of Meridian 83 shall have the same rights to
inspect the records of Meridian 83 as are provided to shareholders of
California corporations. Accordingly, pursuant to Section 1600 of the
California General Corporation Law, please send, or instruct the transfer agent
of Meridian 83 to send, to the Fund at the above address:
1. A list of the record holders of shares of Meridian '83
showing the names and addresses of, and the number of shares
held by, each shareholder as of the most recently available
date;
2. All information in Meridian 83's possession, or which can
reasonably be obtained from nominees of any central certificate
depository system, concerning the number and identity of the
actual beneficial owners of Meridian 83's stock, including an
alphabetical breakdown of any holdings in the respective names
of Cede & Co., Kray & Co., Philadep and DLJ, and other similar
depositares or nominees; and
3. A list of non-objecting beneficial owners, which is
available to Meridian 83 from brokers and dealers pursuant to
Rule 14b-1 under the Securities Exchange Act of 1934, as
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Ms. Lorraine O. Legg
July 23, 1997
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amended (the "1934 Act"), and from banks pursuant to Rule 14b-2
of the 1934 Act.
Please provide the foregoing requested information in computer disk or
tape format, with such computer processing data as is necessary to make use of
such computer disk or tape, and a printout of such list for verification
purposes.
The Fund will bear the reasonable costs incurred by Meridian 83
(including those of its transfer agent) in connection with the production of
the above information.
As required by Section 1600 of the California General Corporation Law,
please provide this information within five business days of your receipt of
this letter.
The Fund hereby designates and authorizes Kohrman Jackson & Krantz,
P.L.L., their employees, and any other persons designated by them or by the
undersigned, acting alone or in any combination, to receive the information and
to conduct the inspection requested. A copy of the power of attorney, executed
on July 23, 1997, is appended to this letter. The Fund's letter agreeing to
maintain the confidentiality of the requested information is also attached
hereto.
The purpose of the requested information is to ascertain the names and
addresses of other shareholders in order to communicate with them concerning
corporate affairs relating to our mutual interests as shareholders.
Please advise Marc C. Krantz, ((216) 696-8700) Kohrman Jackson & Krantz
P.L.L. 20th Floor One Cleveland Center, Cleveland, Ohio 44114, where and when
the requested information will be sent or made otherwise available to the
designated agents of the undersigned.
Thank you in advance for your prompt forwarding of the requested
information.
Very truly yours,
TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Manager
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EXHIBIT 7.3
TURKEY VULTURE FUND XIII, LTD.
7001 Center Street
Mentor, Ohio 44060
216-951-1111
TELECOPIER
216-255-8645
July 23, 1997
BY FEDEX
Ms. Lorraine O. Legg, President
Meridian Point Realty Trust 83
655 Montgomery Street, Suite 800
San Francisco, California 94111
Dear Ms. Legg:
The undersigned, as a shareholder of Meridian Point Realty Trust 83
("Meridian 83"), hereby demands that the Trustees of Meridian 83 call and
schedule an annual meeting of shareholders as soon as possible. The last
annual meeting was held on February 10, 1995, and no election of Trustees has
taken place since that date.
The Amended and Restated Declaration of Trust (the "Declaration"), in
Section 6.7, requires that an annual meeting of shareholders take place within
six months after the end of each fiscal year. In addition, Section 2.8(c) of
the Declaration includes as one of the specific duties of the Independent
Trustees that they shall: "Take reasonable steps to ensure that ... the annual
meeting is conducted pursuant to Article VI".
Please advise Marc C. Krantz ((216) 696-8700) of Kohrman Jackson & Krantz
P.L.L., 20th Floor, One Cleveland Center, Cleveland, Ohio 44114, by July 30,
1997, as to your response to this demand.
Very truly yours,
TURKEY VULTURE FUND XIII, LTD.
By: /S/ Richard M. Osborne
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Richard M. Osborne, Manager
