MERIDIAN POINT REALTY TRUST 83
10-Q, 1997-08-04
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>
 
                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549
                            -----------------------
                                        

                                   FORM 10-Q

          [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                 For the quarterly period ended:  JUNE 30, 1997

                                       OR

          [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                          Commission File No. 0-12166

                        MERIDIAN POINT REALTY TRUST '83
- --------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


                   CALIFORNIA                        94-6542723
        ---------------------------------    ------------------------------
         (State or other jurisdiction of      (I.R.S. Employer I.D. Number)
          incorporation or organization)


      655 MONTGOMERY STREET, SUITE 800, SAN FRANCISCO, CALIFORNIA   94111
- ------------------------------------------------------------------------------- 
             (Address and zip code of principal executive offices)


      Registrant's telephone number, including area code:  (415) 393-8000

- -------------------------------------------------------------------------------
  (Former name, address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

                           Yes    X             No 
                                ------              ------ 

 Indicate the number of shares outstanding of the common stock as of the latest
                               practicable date:

   SHARES OF BENEFICIAL INTEREST OUTSTANDING AS OF JULY 31, 1997:  3,031,618
<PAGE>
- ------------------------------------------------------------------------------- 
                         PART I:  FINANCIAL INFORMATION
- -------------------------------------------------------------------------------

  ITEM 1.   CONSOLIDATED FINANCIAL STATEMENTS.

     The accompanying unaudited consolidated financial statements should be read
in conjunction with the 1996 Form 10-K of the registrant (the "Company").  These
statements have been prepared in accordance with the instructions of the
Securities and Exchange Commission Form 10-Q and do not include all of the
information and footnotes required by generally accepted accounting principles
for complete consolidated financial statements.

     In the opinion of the Company's management, all material adjustments
considered necessary for a fair presentation of results of operations for the
interim periods have been included.  The results of consolidated operations for
the six months ended June 30, 1997 are not necessarily indicative of the results
that may be expected for the year ending December 31, 1997.

                                       2
<PAGE>
 
                        MERIDIAN POINT REALTY TRUST '83
                          CONSOLIDATED BALANCE SHEETS
                      JUNE 30, 1997 AND DECEMBER 31, 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                              1997            1996      
- ----------------------------------------------------------------------------------------------------- 
<S>                                                                      <C>             <C>          
ASSETS                                                                                                
INVESTMENT IN REAL ESTATE HELD FOR SALE:                                                              
Rental Properties, Net                                                   $  8,724,742    $  8,723,639 
Less:   Accumulated Depreciation                                           (2,532,066)     (2,532,066)
- ----------------------------------------------------------------------------------------------------- 
                                                                            6,192,676       6,191,573 
OTHER ASSETS:                                                                                         
Cash and Cash Equivalents                                                   4,299,259       4,437,422 
Restricted Cash                                                             1,821,020       1,580,139 
Accounts Receivable, Net of Reserves of $-0- and $197,452                                                      
  as of June 30, 1997 and December 31, 1996                                        --          32,353                   
Capitalized Loan Costs, Net of Accumulated Amortization of                         
  $99,641 and $95,491 as of June 30, 1997                                                              
  and December 31, 1996, respectively                                          13,833          17,983                              
Capitalized Lease Commissions, Net of Accumulated Amortization
  of $62,974 and $49,128 as of June 30, 1997 
  and December 31, 1996, respectively                                          26,284          40,130                              
Other Assets, Net                                                             168,326          46,364  
- ----------------------------------------------------------------------------------------------------- 
TOTAL ASSETS                                                             $ 12,521,398    $ 12,345,964 
===================================================================================================== 
                                                                                                      
LIABILITIES AND SHAREHOLDERS' EQUITY                                                                  
LIABILITIES:                                                                                          
Mortgage Notes Payable, Net                                              $  4,567,652    $  4,627,123 
Accounts Payable                                                               15,941          13,139 
Tenant Deposits and Other Liabilities                                         174,102         192,354 
- ----------------------------------------------------------------------------------------------------- 
TOTAL LIABILITIES                                                           4,757,695       4,832,616  
- -----------------------------------------------------------------------------------------------------  
                                                                         
SHAREHOLDERS' EQUITY:                                                    
Shares of Beneficial Interest - $1.00 stated value:                             
   Authorized - Unlimited; 3,031,618 shares issued and                                                 
   outstanding as of June 30, 1997 and December 31, 1996                    3,031,618       3,031,618         
Paid-in Capital                                                            22,755,694      22,755,694                           
Distributions in Excess of Income                                         (18,023,609)    (18,273,964)  
- ----------------------------------------------------------------------------------------------------- 
TOTAL SHAREHOLDERS' EQUITY                                                  7,763,703       7,513,348 
- ----------------------------------------------------------------------------------------------------- 
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                               $ 12,521,398    $ 12,345,964 
===================================================================================================== 
                                                                         
</TABLE>                                                                  

 The accompanying notes are an integral part of these consolidated statements.

                                       3
<PAGE>
 
                        MERIDIAN POINT REALTY TRUST '83
                     CONSOLIDATED STATEMENTS OF OPERATIONS
           FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                      THREE MONTHS ENDED       SIX MONTHS ENDED            
                                                           JUNE 30,                JUNE 30,                
                                                       1997        1996        1997        1996            
- -------------------------------------------------------------------------------------------------- 
<S>                                                  <C>        <C>          <C>        <C>        
REVENUES:                                                                                          
Rentals from Real Estate Investments                  396,446   $ 310,251    $711,058   $1,391,698 
Interest and Other                                     68,802      68,262     140,606      126,698 
- --------------------------------------------------------------------------------------------------
TOTAL REVENUES                                        465,248     378,513     851,664    1,518,396 
- -------------------------------------------------------------------------------------------------- 
EXPENSES:                                                                                          
Interest and Amortization of Loan Costs               102,432     104,941     205,512      443,062 
Property Taxes                                         29,797      25,002      61,693      129,120 
Property Operating Costs, Including                                                                
     Amounts Paid to Related Parties of                                                            
     $30,000, $33,333, $60,000 and                                                                 
     $184,449, respectively                           109,259     103,408     175,710      512,819 
General and Administrative, Including                                                              
     Amounts Paid to Related Parties of                                                            
     $12,250, $24,219, $26,250 and                                                                 
     $40,590, respectively                             69,816     120,955     144,548      206,645 
Depreciation and Amortization                           6,923      67,290      13,846      341,892 
- --------------------------------------------------------------------------------------------------
TOTAL EXPENSES                                        318,227     421,596     601,309    1,633,538 
- -------------------------------------------------------------------------------------------------- 
                                                                                                   
NET INCOME (LOSS) BEFORE GAIN                                                                      
     ON DISPOSITION OF ASSETS                         147,021     (43,083)    250,355     (115,142)
GAIN ON DISPOSITION OF ASSETS                              --          --          --    2,582,606 
- -------------------------------------------------------------------------------------------------- 
                                                                                                   
NET INCOME (LOSS)                                    $147,021    ($43,083)   $250,355   $2,467,464 
================================================================================================== 
                                                                                                   
NET INCOME (LOSS) PER COMMON SHARE                      $0.05      ($0.02)      $0.08        $0.81 
================================================================================================== 
</TABLE>

 The accompanying notes are an integral part of these consolidated statements.

                                       4
<PAGE>
 
                        MERIDIAN POINT REALTY TRUST '83
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                FOR THE SIX MONTHS ENDED JUNE 30, 1997 AND 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>
                                                                  1997           1996     
- ----------------------------------------------------------------------------------------- 
<S>                                                            <C>           <C>          
CASH FLOWS FROM OPERATING ACTIVITIES:                                                     
Net Income                                                     $  250,355    $  2,467,464 
Adjustments to Reconcile Net Income to                                                                                
     Net Cash Provided by Operating Activities:                                                                         
          Gain on Disposition of Properties                            --      (2,582,606)
          Depreciation                                                 --         300,545 
          Amortization of Debt Discount                                --           5,438 
          Amortization - Other                                     17,996          48,783 
Decrease in Cash Held in Escrow                                        --          98,363 
Increase in Restricted Cash                                      (240,881)       (227,111)
Decrease in Accounts Receivable                                    32,353          27,961 
Increase in Other Assets                                         (121,962)       (199,919)
Increase (Decrease) in Accounts Payable                             2,802        (252,021)
Increase in Due to Affiliates                                          --         (20,718)
Decrease in Other Liabilities                                     (18,252)       (297,362)
- ----------------------------------------------------------------------------------------- 
NET CASH USED IN OPERATING ACTIVITIES                             (77,589)       (631,183)
- ----------------------------------------------------------------------------------------- 
                                                                                          
CASH FLOWS FROM INVESTING ACTIVITIES:                                                     
Improvements to Existing Real Estate                               (1,103)        (48,322)
Additions to Capitalized Lease Commissions                             --         (41,885)
- ----------------------------------------------------------------------------------------- 
NET CASH USED IN INVESTING ACTIVITIES                              (1,103)        (90,207)
- ----------------------------------------------------------------------------------------- 
                                                                                          
CASH FLOWS FROM FINANCING ACTIVITIES:                                                     
Proceeds from Disposition of Properties                                --       3,693,309 
Closing Costs on Disposition of Assets                                 --         (89,460)
Principal Payments on Mortgage Notes                              (59,471)       (105,413)
Cash Distributions Paid                                                --      (1,000,434)
- ----------------------------------------------------------------------------------------- 
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES               (59,471)      2,498,002 
- ----------------------------------------------------------------------------------------- 
                                                                                          
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                  (138,163)      1,776,612 
CASH AND CASH EQUIVALENTS,                                                                
  BEGINNING OF PERIOD                                           4,437,422       2,525,918 
- ----------------------------------------------------------------------------------------- 
                                                                                          
  END OF PERIOD                                                $4,299,259    $  4,302,530 
=========================================================================================  
 
 SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
     Proceeds from Disposition of Assets - Shares of
       Meridian Industrial Trust, Inc. (MIT) Common Stock      $       --       6,392,145         
     Mortgages Assumed by MIT                                          --      16,334,297 
     Disposition of Properties, Net                                    --     (22,343,329)
     Reduction in Other Assets Related to Properties Sold              --      (1,402,967)           
     Distribution Paid in Shares of MIT Common Stock                   --      (6,392,145)                               
     Redemption of Investment in Real Estate Trust                     --         (79,500)

</TABLE>

 The accompanying notes are an integral part of these consolidated statements.

                                       5
<PAGE>
 
                        MERIDIAN POINT REALTY TRUST '83
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 1997
                                  (UNAUDITED)

1.   GENERAL

     Meridian Point Realty Trust '83 (the "Company") is a business trust
organized under the laws of the State of California for the purpose of
acquiring, operating, holding for investment and ultimately selling income-
producing commercial and industrial real estate. It is the Company's intention
not to invest net proceeds from sales or refinancing in additional properties
and accordingly, the Company is a self-liquidating/finite life trust. The
Company was formed on June 24, 1982 and commenced operations on April 12, 1983.
On February 23, 1996, the Company sold all of its real estate properties except
for the Charleston Business Park ("Charleston") (See Note 5). A previously
announced agreement for the sale of the Charleston property was not concluded;
however, the Company has entered into a superseding agreement for the sale of
the property at $13,000,000 less a $1,000,000 credit in favor of the buyer for
potential remediation work at the site, and further related transaction costs.
The agreement currently provides for a closing in August 1997. The Company can
provide no assurances that the proposed sale will close on these or any other
terms. If the sale occurs as planned, management anticipates that it will
propose a final plan of liquidation or reorganization to its shareholders and
make further shareholder distributions.

2.   CASH EQUIVALENTS

     The Company considers all investments with an original maturity of three
months or less to be cash equivalents.

     Cash paid for interest was $100,357 and $102,866 for the three months ended
June 30, 1997 and 1996, respectively.  Cash paid for interest was $201,362 and
$430,188 for the six months ended June 30, 1997 and 1996, respectively.

3.   RENTALS FROM REAL ESTATE INVESTMENTS.

     Certain of the Company's leases require lessees to pay all or a portion of
real estate taxes, insurance and operating costs ("Expense Recaptures").
Expense Recaptures of $129,254 and $60,923 for the three months ended June 30,
1997 and 1996, respectively, have been included in Rentals from Real Estate
Investments.  Expense Recaptures of $175,974 and $240,719 for the six months
ended June 30, 1997 and 1996, respectively, have been included in Rentals from
Real Estate Investments.

     All leases are classified as operating leases.  The Company recognizes
rental income on the straight-line basis over the terms of the leases

4.   INVESTMENTS IN REAL ESTATE AND DEPRECIATION METHODS.

     In accordance with Statement of Financial Accounting Standard No. 121,
"Accounting for the Impairment of Assets and for Long Lived-Assets to Be
Disposed Of", the Company's investment in Charleston is stated at the lower of
depreciated cost or net realizable value.

     Depreciation and Amortization have been calculated under the straight-line
method, based upon the estimated useful lives of the assets.  Expenditures for
maintenance, repairs and improvements which do not materially prolong the normal
useful life of an asset are charged to operations as incurred.  Since 

                                       6
<PAGE>
 
the Company entered into an exclusive listing agreement for the sale of the
Charleston property on June 27, 1996, the Company ceased depreciating the
property as of August 1, 1996. Leasing commissions and tenant improvements are
amortized under the straight-line method over the term of the related lease.

5.   DISPOSITION OF ASSETS

     On February 23, 1996, the Company sold all of its real estate assets except
Charleston to Meridian Industrial Trust, Inc. ("MIT") for $3.6 million in cash,
390,360 shares of MIT common stock, and the assumption of certain mortgage notes
and other liabilities by MIT.  The MIT common stock was valued at $6,392,145.
In addition, the Company sold all of its personal property to MIT and redeemed
its $79,500 investment in common stock of MIT.  The details of these
transactions are as follows:

<TABLE>
<CAPTION>
 
                                       Mortgage
                         Selling        Notes       Property       Other        Gain or
      Property            Price        Assumed        Basis        Costs         (Loss)
- -----------------------------------------------------------------------------------------
 
<S>                    <C>           <C>           <C>           <C>          <C>
Scripps                $ 3,472,070   $ 7,965,980   $ 8,254,258   $  328,805   $ 2,854,987
Golden Cove              1,814,467     3,195,467     3,364,489       39,278     1,606,167
Airport #14                996,870       813,290     2,129,470      196,496      (515,806)
North Irvine               995,329     2,080,234     2,435,232      136,489       503,842
El Dorado                  849,252     1,310,809     2,060,263      117,905       (18,107)
Airport #17                782,313             0     1,972,250      129,636    (1,319,573)
Airport #16A               528,714       648,906       910,384      224,213        43,023
Airport #3                 384,071             0       760,232       81,775      (457,936)
Airport #16B               169,059       319,611       457,034      148,370      (116,734)
                    ---------------------------------------------------------------------
                         9,992,145    16,334,297    22,343,612    1,402,967     2,579,863
Personal Property
  and Investments           93,309             0        90,566            0         2,743
                    ---------------------------------------------------------------------
    Total              $10,085,454   $16,334,297   $22,434,178   $1,402,967   $ 2,582,606
                    =====================================================================
</TABLE>

     If the sale of the properties and investments had occurred on January 1,
1996, the employee leasing agreement with Meridian Point Properties, Inc. had
been terminated and replaced with the management agreement with E & L
Associates, Inc., the Company's pro forma results of operations for the six
months ended June 30, 1996 would have been (in thousands except per share
amounts):

<TABLE>
 
             <S>                       <C>
             Revenues                  $ 762
             Expenses                   (707)
                                       -----
             Net Income                $  55
                                       =====
 
             Net Income per Share      $0.02
                                       =====
</TABLE>

6.   EARNINGS PER SHARE.

     Earnings per share of beneficial interest is determined by dividing net
income by the weighted average number of shares of beneficial interest
outstanding during the period.  Weighted average number of shares outstanding
was 3,031,618 for the six months ended June 30, 1997 and 1996, respectively.  No
distributions were made during the six months ended June 30, 1997.  During the
six months ended June 30, 1996, the Company distributed cash of $1,000,434, or
$0.33 per share of beneficial interest, and all of the 390,360 shares of MIT
common stock (or 0.1287 of a share of MIT common stock per share of beneficial
ownership in the Company) to stockholders of record at the close of business on
March 12, 1996.

                                       7
<PAGE>
 
7.   MORTGAGE NOTES PAYABLE.

     The mortgage note securing Charleston has an outstanding principal balance
of $4,567,652 at June 30, 1997.  This loan has a maturity date of March 1, 1999
and calls for monthly principal and interest payments based on an interest rate
of 8.75% per annum and a twenty-year amortization schedule.  In addition, the
Company has made monthly payments of $35,000 to an escrow account which will be
available to fund the cost of remediation, if any (see Note 9).  Such escrow
payments will continue through the maturity of the Charleston mortgage note,
except that, subsequent to the expiration on January 31, 1998 of a Charleston
lease which covers 73% of the square footage, such monthly escrow payments will
be equal to 90% of the property's net cash flow.  As of June 30, 1997, the
escrow account had a balance of $1,821,020.

8.   INCOME TAXES

     The Company intends to qualify and be treated as a real estate investment
trust under Section 856-860 of the Internal Revenue Code for the year ending
December 31, 1997.  Consequently, no provision for federal income tax has been
made in the accompanying Statements of Operations.

9.   COMMITMENTS AND CONTINGENCIES.

     In the late 1980s, the San Francisco Bay Region of the California Regional
Water Quality Control Board (the "RWQCB") requested that the Company investigate
and characterize soil and groundwater contamination at Charleston.  In response
to that request, the Company engaged an environmental engineering firm which
discovered the presence of trichloroethylene and other solvent chemicals in the
groundwater below Charleston.  Based on the preliminary reports of this
environmental firm, it appears that such contamination is the result of
contamination generated by (i) one or more sources located at properties
adjacent to Charleston, and possibly, (ii) a former tenant at Charleston.  The
exact locations of the off-site sources have not yet been determined.  During
1993, a further investigation of the on-site contamination was conducted by the
environmental engineering firm and a firm of environmental health and safety
specialists.  The information gathered suggests that the on-site groundwater
contamination resulted from an incident which occurred sometime before 1986.  It
has not been determined whether the contamination occurred before or after the
Company acquired Charleston in 1983, or that contamination has migrated off-
site.  Charleston has not been classified as a superfund site by the
Environmental Protection Agency.

     The RWQCB has taken jurisdiction as the "lead agency" with regard to the
environmental conditions at Charleston.  By letter dated February 17, 1997, the
RWQCB notified the Company that it intends to issue a Site Cleanup Requirements
("SCRs") Order naming the Company, one of Charleston's current tenants and a
former tenant as parties responsible for further environmental investigation and
remediation of Charleston.  The SCRs will require that certain tenants and the
owner of Charleston complete additional investigations and develop a soil and
groundwater cleanup plan for Charleston.  The RWQCB has indicated that it also
intends to issue a similar order to parties associated with an adjacent site
that may be an offsite source of a portion of the contamination in the
groundwater underlying Charleston.

     The Company has requested that the RWQCB defer issuing the SCRs to give the
Company time to complete the pending sale of Charleston.  As discussed in Note
1, the Company is in negotiations with a prospective purchaser of Charleston,
and is negotiating certain environmental indemnities, insurance and other
protections from the prospective buyer as part of the potential sale to satisfy
obligations it may have under the pending SCRs or otherwise in connection with
the contamination at the site.  The RWQCB has not yet decided whether to defer
the SCRs, and it is not possible to determine whether any sale of Charleston can
be structured in a manner or within a timeframe necessary to protect the Company
from liabilities associated with the contamination.  Thus, it is possible that
the Company will be named as a responsible party in the SCRs or in actions
initiated by other parties held responsible for the 

                                       8
<PAGE>
 
contamination. If the Company is required to remediate the property, it would
have statutory and common law rights to contribution and indemnity for the
remediation costs against the parties that actually caused the contamination.

     Based on very preliminary investigation and on current policies of the
RWQCB, the estimated present value of the ultimate amount of remedial costs and
other losses associated with all of the soil and groundwater conditions in the
vicinity of Charleston ranges from $1 million to $5.4 million.  It should be
noted, however, (i) that under current RWQCB policies, the RWQCB would seek to
charge a number of parties with the remediation; (ii) that the range of
remediation costs takes into account the possibility that more than one type of
treatment method might be acceptable to the RWQCB, (iii) that there is a high
degree of uncertainty associated with remedial cost estimates at this relatively
early stage of the environmental investigation, and (iv) that due to the
relatively limited soil and groundwater data available at this early
investigative stage, it is not feasible to provide a more precise estimate of
these costs.  In addition, there are uncertainties generated by: (i) the lack of
information concerning the identity and financial condition of the potentially
responsible parties who would be expected to be charged with the entire cost of
remediation and (ii) the possibility of changes in regulatory enforcement
policies.  As a result, it is not feasible at this time to estimate either the
Company's risk of actually incurring any remedial costs or the amount of those
costs that the Company might actually incur.

     The Company is not presently able to reasonably estimate the amount or
range of remediation costs, if any, or the amount or range of further costs that
may be required to be expended by it to resolve this matter because of the
uncertainty associated with the current limited information about the extent and
sources of the contamination, the types of remedial work that may be required,
and the relative liabilities of the multiple responsible parties under
regulatory enforcement policies.  Accordingly, the accompanying consolidated
financial statements do not reflect any adjustments for this matter.  The
Company has retained legal counsel to assist in determining its legal
obligations with respect to remediating the contamination and in determining its
legal right vis-a-vis the party or parties directly responsible for the
contamination.

     See Note 7 regarding restricted cash held in an escrow account for possible
Charleston environmental remediation costs.

                                       9
<PAGE>
 
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
          RESULTS OF OPERATIONS.

     The Company was formed and currently operates as a self-liquidating, 
finite-life REIT. The following discussion should be read in conjunction with 
the Company's Consolidated Balance Sheets and Consolidated Statements of
Operations and Cash Flows and the notes thereto. Unless otherwise defined in
this report, or unless the context otherwise requires, the capitalized words or
phrases referred to in this section either: (a) describe accounting terms that
are used as line items in such financial statements, or (b) have the meanings
ascribed to them in such financial statements and the notes thereto.

     Before February 23, 1996, the Company's principal asset and source of
revenue was its portfolio of ten industrial and commercial properties. On
February 23, 1996, the Company: (1) sold nine of the ten properties in its
portfolio to MIT for $3.6 million in cash, 390,360 shares of MIT common stock,
and the assumption of certain mortgage notes and other liabilities by MIT; (2)
announced a dividend which was paid March 22, 1996 of approximately $1 million
in cash (or $0.33 per share of beneficial interest in the Company) and all of
the 390,360 shares of MIT common stock (or 0.1287 of a share of MIT common stock
per share of beneficial interest in the Company) to stockholders of record at
the close of business on March 12, 1996; and (3) appointed E & L Associates,
Inc. to provide property management and certain other administrative services to
the Company, effective February 24, 1996.

     The Company's future sources of liquidity will be significantly influenced
by the operations at Charleston, the Company's only remaining real estate
investment. Leases covering approximately 90% of the space at Charleston will
expire over the next 10 months. There can be no assurances that the current
tenants will renew or that they will not renew on less favorable terms.
Furthermore, the mortgage loan agreement requires that $35,000 per month be
escrowed into a restricted cash account to fund future retenanting costs and/or
any environmental remediation work. After January 31, 1998 such monthly escrow
payments will be 90% of the property cash flow (see Note 7 to the Company's
financial statements). The Company's future cash flow and results of operations
remain uncertain in light of the above operating challenges at Charleston.

     A previously announced agreement for the sale of the Charleston property
was not concluded; however, the Company has entered into a superseding agreement
for the sale of the property at $13,000,000 less a $1,000,000 credit in favor of
the buyer for potential remediation work at the site, and further related
transaction costs. The agreement currently provides for a closing in August
1997. The Company can provide no assurances that the proposed sale will close on
these or any other terms. If the sale occurs as planned, management anticipates
that it will propose a final plan of liquidation or reorganization to its
shareholders and make further shareholder distributions.

Liquidity and Capital Resources
- -------------------------------

     The Company's liquidity and capital resources have been dramatically
changed as a result of the February 23, 1996 asset sale. The Company's primary
source of near-term liquidity is its unrestricted cash which, at June 30, 1997,
totaled $4,299,259. Secondary sources of liquidity include cash flow from
Charleston, a certain portion of which is required to be escrowed, and net
proceeds from the eventual sale of Charleston. Given the environmental situation
at Charleston, management believes it is unlikely the property could be
refinanced at interest rates or terms more favorable than those in the existing
first mortgage loan (which loan bears an annual fixed interest rate of 8.75% and
matures on March 1, 1999). Furthermore, management believes the relatively low
total capitalization of the Company makes it remote that it could sell either
debt or equity securities in the public markets.

     The Company's principal application of its resources are: (a) property
operating costs, property taxes, general and administrative expenses, interest
expense and legal costs; (b) environmental remediation, tenant leasing and
capital improvements at Charleston, (c) principal payments on the 

                                       10
<PAGE>
 
Charleston mortgage note, (d) the escrowing of 90% of the cash flow from
Charleston as required under its mortgage loan agreements, and (e) dividends.

     Capital expenditures for the six months ended June 30, 1997 and 1996 were
$1,103 and $48,322, respectively. The Company has no future commitments other
than the remediation discussed in Note 9.

     In the quarter ended March 31, 1996 the Company paid a cash dividend of
$0.33 and 0.1287 of a share of MIT common stock per share of beneficial
interest. No distributions were made in the quarters ended June 30, 1997 or
1996.

Material Changes in Results of Operations
- -----------------------------------------

     Rentals from Real Estate Investments totaled $711,058 and $1,391,698 for
the six months ended June 30, 1997 and 1996, respectively. The 1997 rentals were
less than 1996 because of the sale of nine of the Company's ten properties in
its real estate portfolio on February 23, 1996. In the six months ended June 30,
1997, rentals and expense recaptures from Charleston were $711,058 as compared
to $689,435 in the six months ended June 30, 1996. The increase in 1997 is
primarily the result of increased expense recaptures arising from the collection
from a tenant of utilities costs which had been previously considered
uncollectible.

     Interest and other revenues increased by $13,908 to $140,606 in the six
months ended June 30, 1997 because of increases in the Company's average cash
balances available for investment.

     Property taxes and property operating costs also declined from period to
period because of the February 23, 1996 property sale. Depreciation and
amortization declined from period to period because of the 1996 property sale
and the fact that depreciation of the Charleston property was discontinued in
August 1996 at the time the property was listed for sale.

     General and administrative expense was $144,548 and $206,645 in the six
months ended June 30, 1997 and 1996, respectively. The decline resulted from the
lower expense level following the termination of the MPP Employee Leasing
Agreement and the disposition of properties in February 1996. For the three
months ended June 30, 1997, general and administrative expense decreased $51,139
to $69,816. The 1996 quarter included ongoing costs related to the
reorganization of the company's operations subsequent to the sale of all of its
real estate assets except Charleston to Meridian Industrial Trust, Inc.

                                       11
<PAGE>
 
- --------------------------------------------------------------------------------
                          PART II:  OTHER INFORMATION
- --------------------------------------------------------------------------------

1.   LEGAL PROCEEDINGS

     There are no material pending legal proceedings to which the Company is a
party or to which any of the assets of the Company is subject.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K.

(a)  Exhibits:   None.

(b)  Reports on Form 8-K
 
          No reports on Form 8-K were filed during the quarter ended June 30,
1997.

                                   SIGNATURES


          Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                REGISTRANT

                                MERIDIAN POINT REALTY TRUST '83

Date:  August 1, 1997          By: /s/ Lorraine O. Legg
                                   --------------------
                                   Lorraine O. Legg,
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)



Date:  August 1, 1997          By: /s/ John E. Castello
                                   --------------------
                                   John E. Castello,
                                   Senior Vice President and
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)

                                       12

<TABLE> <S> <C>

<PAGE>
<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<CASH>                                       6,120,279
<SECURITIES>                                         0
<RECEIVABLES>                                        0
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                       8,724,742
<DEPRECIATION>                              (2,532,066)
<TOTAL-ASSETS>                              12,521,398
<CURRENT-LIABILITIES>                          190,043
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     3,031,618
<OTHER-SE>                                   4,732,085
<TOTAL-LIABILITY-AND-EQUITY>                12,521,398
<SALES>                                              0
<TOTAL-REVENUES>                               851,664
<CGS>                                                0
<TOTAL-COSTS>                                        0
<OTHER-EXPENSES>                               395,797
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             205,512
<INCOME-PRETAX>                                250,355
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            250,355
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   250,355
<EPS-PRIMARY>                                     0.08
<EPS-DILUTED>                                     0.08
        

</TABLE>


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