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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities 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)
Allen K. Meredith
Meredith Partners, Inc.
3000 Sand Hill Road
Building 1 Suite 100
Menlo Park, California 94025
(415) 854-5477
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
With a copy to:
Richard S. Grey
Pillsbury Madison & Sutro LLP
P.O. Box 7880
San Francisco, CA 94120-7880
(415) 983-1000
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).
(CONTINUED ON FOLLOWING PAGE(S))
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CUSIP No. 589949106
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NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF
1 ABOVE PERSONS: Mr. Allen K. Meredith
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (SEE INSTRUCTIONS) (a) [X]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
5 IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION USA
6
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SOLE VOTING POWER
7
NUMBER OF 151,000
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
NONE
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 151,000
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
NONE
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
151,000
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
12 (SEE INSTRUCTIONS) [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.0%
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
14
IN
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Pursuant to Rule 13d-1(f)(1), this original Schedule 13D Statement is filed
on behalf of Allen K. Meredith 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.
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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, California
94111.
Item 2. Identity and Background.
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(a) The person filing this Schedule 13D is Allen K. Meredith.
(b) Mr. Meredith's business address is 3000 Sand Hill Road, Building 1,
Suite 100, Menlo Park, California 94025.
(c) Mr. Meredith is the Chief Executive Officer of Meredith Partners, Inc.,
a California corporation, which has its principal place of business at 3000 Sand
Hill Road, Building 1, Suite 100, Menlo Park, California 94025.
(d)-(e) At no time during the last five years was Mr. Meredith convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities law or finding any
violation with respect to such laws.
(e) Mr. Meredith is a citizen of the United States of America.
Item 3. Source and Amounts of Funds or Other Consideration.
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The Shares reported herein as having been acquired by Mr. Meredith were
acquired for the aggregate purchase price of approximately $576,820. Mr.
Meredith purchased such Shares with personal funds.
Item 4. Purpose of Transaction.
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Mr. Meredith purchased the Shares to acquire a significant interest in
Meridian for purposes of investment and to effect the business strategies and
operations of Meredian. Mr. Meredith intends to work together with Richard M.
Osborne, who Mr. Meredith understands is the beneficial owner of 297,344 Shares,
and with Steven A. Calabrese, who Mr. Meredith understands is the beneficial
owner of 220,265 Shares, and with the management of Meredian to create value for
the shareholders. It is the intention of Messrs. Meredith, Osborne and
Calabrese to try to convince the management of Meridian to take steps to have
the shareholders of Meridian approve an amendment to its Declaration
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of Trust 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 letters are filed
herewith as Exhibits 7.1 and 7.2. If no agreement can be reached with the
management of Meredian, Messrs. Meredith, Osborne and Calabrese would consider
calling a special meeting of shareholders for the purpose of electing new
Trustees, seeking shareholder approval to convert Meridian into 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. Meredith
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.
Mr. Meredith 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.
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(a) According to the most recently available filing with the Securities and
Exchange Commission by Meridian, there are 3,031,618 Shares outstanding.
Mr. Meredith beneficially owns 151,000 Shares, or approximately 5.0%
of the outstanding Shares.
(b) Mr. Meredith 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.
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(c) During the past 60 days, Mr. Meredith 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) No person other than Mr. Meredith has the right to receive or the power
to direct the receipt of dividends or the proceeds from the sale of the
securities being reported herein as owned by Mr. Meredith.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
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to Securities of the Issuer.
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Mr. Meredith has no contract, arrangement, understanding or relationship
(legal or otherwise) with any person with respect to any security of Meridian,
including, but not limited to, transfer or voting of any securities, finder's
fees, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or losses, or the giving or withholding of proxies.
Item 7. Material To Be Filed as Exhibits.
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Exhibit 7.1 - Letter dated July 23, 1997, from Turkey Vulture Fund XIII,
Ltd. to Meridian requesting shareholder list.
Exhibit 7.2 - Letter dated July 23, 1997, from Turkey Vulture Fund XIII,
Ltd. to Meridian requesting calling of annual meeting of shareholders.
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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: August 19, 1997
ALLEN K. MEREDITH
/s/ Allen K. Meredith
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Exhibit 7.1
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TURKEY VULTURE FUND XIII, LTD.
7001 Center Street
Mentor, Ohio 44060
216-951-1111
Telecopier
216-255-8645
July 23, 1997
VIA FEDERAL EXPRESS
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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 depositaries 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 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 us of such
computer disk or tape, and a printout of such list for verification purposes.
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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
___________________________
Richard M. Osborne, Manager
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Exhibit 7.2
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TURKEY VULTURE FUND XIII, LTD.
7001 CENTER STREET
MENTOR, OHIO 44060
216-951-1111
TELECOPIER
216-255-8645
July 23, 1997
VIA FEDERAL EXPRESS
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Ms. Lorraine O. Legg, President
Meridian Point Realty Trust '83
655 Montgomery Street, Suite 800
San Francisco, CA 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
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