MERIDIAN POINT REALTY TRUST 83
10-Q, 1997-05-15
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:  MARCH 31, 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 APRIL 30, 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 three months ended March 31, 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
                     MARCH 31, 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                                                 4,193,105       4,437,422
Restricted Cash                                                           1,701,660       1,580,139 
Accounts Receivable, Net of Reserves of $197,452 as of
 March 31, 1997 and December 31, 1996                                        91,071          32,353 
Capitalized Loan Costs, Net of Accumulated Amortization of
 $97,566 and $95,491 as of March 31, 1997
 and December 31, 1996, respectively                                         15,908          17,983
Capitalized Lease Commissions, Net of Accumulated Amortization
 of $56,051 and $49,128 as of March 31, 1997
 and December 31, 1996, respectively                                         33,207          40,130
Other Assets, Net                                                           158,859          46,364
- ---------------------------------------------------------------------------------------------------
TOTAL ASSETS                                                           $ 12,386,486    $ 12,345,964 
=================================================================================================== 

LIABILITIES AND SHAREHOLDERS' EQUITY
LIABILITIES:
Mortgage Notes Payable, Net                                            $  4,597,712    $  4,627,123
Accounts Payable                                                             47,633          13,139
Tenant Deposits and Other Liabilities                                       124,459         192,354
- ---------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                         4,769,804       4,832,616 
- --------------------------------------------------------------------------------------------------- 
SHAREHOLDERS' EQUITY:
Shares of Beneficial Interest - $1.00 stated value:
 Authorized - Unlimited; 3,031,618 shares issued and
 outstanding as of March 31, 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                                       (18,170,630)    (18,273,964)    
- --------------------------------------------------------------------------------------------------- 
TOTAL SHAREHOLDERS' EQUITY                                                7,616,682       7,513,348
- ---------------------------------------------------------------------------------------------------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                             $ 12,386,486    $ 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 MONTHS ENDED MARCH 31, 1997 AND 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
 
                                                               1997        1996   
- ----------------------------------------------------------------------------------
<S>                                                          <C>        <C>       
REVENUES:                                                                         
Rentals from Real Estate Investments                         $314,612   $1,081,447
Interest and Other                                             71,804       58,436
- ----------------------------------------------------------------------------------
TOTAL REVENUES                                                386,416    1,139,883
- ----------------------------------------------------------------------------------
                                                                                  
EXPENSES:                                                                         
Interest and Amortization of Debt Discount                    103,080      338,121
Property Taxes                                                 31,896      104,118
Property Operating Costs, Including Amounts Paid to Related                       
 Parties of $30,000 and $151,116, respectively                 66,451      409,411
General and Administrative, Including Amounts Paid to Related                     
 Parties of $14,000 and $16,371, respectively                  74,732       85,690
Depreciation and Amortization                                   6,923      274,602
- ----------------------------------------------------------------------------------
TOTAL EXPENSES                                                283,082    1,211,942
- ----------------------------------------------------------------------------------
                                                                                  
INCOME (LOSS) BEFORE GAIN ON DISPOSITION OF PROPERTIES        103,334      (72,059)
Gain on Disposition of Properties                                  --    2,582,606
- ----------------------------------------------------------------------------------
                                                                                  
NET INCOME                                                   $103,334   $2,510,547
==================================================================================
                                                                                  
NET INCOME PER SHARE                                         $   0.03   $     0.83
================================================================================== 
</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 THREE MONTHS ENDED MARCH 31, 1997 AND 1996
                                  (UNAUDITED)
<TABLE>
<CAPTION>
 
                                                                                1997           1996    
- -------------------------------------------------------------------------------------------------------
<S>                                                                          <C>           <C>         
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                  
Net Income                                                                   $  103,334    $  2,510,547
Adjustments to Reconcile Net Income (Loss) to
 Net Cash Provided by Operating Activities:
  Gain on Disposition of Properties                                                  --      (2,582,006)
  Depreciation                                                                       --         240,178
  Amortization of Debt Discount                                                      --           5,438
  Amortization - Other                                                            8,998          39,785
Decrease in Cash Held in Escrow                                                      --          98,363
Increase in Restricted Cash                                                    (121,521)       (111,652)
Increase in Accounts Receivable                                                 (58,718)        (71,115)
Increase in Other Assets                                                       (112,495)       (233,395)
Increase (Decrease) in Accounts Payable                                          34,494        (180,308)
Increase in Due to Affiliates                                                        --         (20,417)
Decrease in Other Liabilities                                                   (67,895)       (182,929)
- -------------------------------------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                                          (213,803)       (487,511)
- -------------------------------------------------------------------------------------------------------
                                                                                                       
CASH FLOWS FROM INVESTING ACTIVITIES:                                                                  
Improvements to Existing Real Estate                                             (1,103)        (48,322)
Additions to Capitalized Lease Commissions                                           --         (39,941)
- -------------------------------------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                                            (1,103)        (88,263)
- -------------------------------------------------------------------------------------------------------
                                                                                                       
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                                            (29,411)        (77,864)
Cash Distributions Paid                                                              --      (1,000,434)
- -------------------------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                             (29,411)      2,525,551
- -------------------------------------------------------------------------------------------------------
                                                                                                       
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                                (244,317)      1,949,777
CASH AND CASH EQUIVALENTS,                                                                             
 BEGINNING OF PERIOD                                                          4,437,422       2,525,918
- -------------------------------------------------------------------------------------------------------
                                                                                                       
 END OF PERIOD                                                               $4,193,105    $  4,475,695
======================================================================================================= 
 
 
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                                --      (1,403,250)
 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
                                MARCH 31, 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).  On April 21,
1997, the Company announced that it had entered into an agreement for the sale
of Charleston.  The agreement provides for the sale of the property at
$12,500,000 less a $1,000,000 credit in favor of the buyer for potential
remediation work at the site, and related transaction costs.  The agreement
provides for a buyer's due-diligence period to conclude in late May 1997 and a
closing in early June 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 $101,005 and $327,322 for the three months ended
March 31, 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 $46,720 and $179,796 for the three months ended March 31,
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.  Property and
property additions are depreciated over 35 years.  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 the Company entered
into an exclusive listing agreement for the sale of the Charleston property on
June 27, 1996, the Company ceased 

                                       6
<PAGE>
 
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 three
months ended March 31, 1996 would have been (in thousands except per share
amounts):

             Revenues                  $ 351
             Expenses                   (326)
                                       -----
             Net Income                $  25
                                       =====
 
             Net Income per Share      $0.01
                                       =====

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 three months ended March 31, 1997 and 1996, respectively. No
distributions were made during the three months ended March 31, 1997. During the
three months ended March 31, 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 $4,597,712 at March 31, 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 March 31, 1997, the
escrow account has a balance of $1,701,660.

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 envirnomental 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 of 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.

    On April 21, 1997, the Company announced that it had entered into an
agreement for the sale of Charleston.  The agreement provides for the sale of
the property at $12,500,000 less a $1,000,000 credit in favor of the buyer for
potential remediation work at the site.  The agreement provides for a buyer's
due-diligence period to conclude in late May 1997 and a closing in early June
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 March 31, 1997,
totaled $4,193,105.  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 three months ended March 31, 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 quarter ended March 31, 1997.

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

    Rentals from Real Estate Investments totaled $314,612 and $1,081,447 for
the three months ended March 31, 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 three months ended
March 31, 1997, rentals and expense recaptures from Charleston were $314,612 as
compared to $297,116 in the three months ended March 31, 1996.

    Interest and other revenues increased  by $13,368 to $71,804 in the three
months ended March 31, 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 $74,732 and $85,690 in the three
months ended March 31, 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.

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

ITEM 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 in the three months ended March 31, 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:  May 9, 1997             By: /s/ Lorraine O. Legg
                                   --------------------
                                   Lorraine O. Legg,
                                   President and Chief Executive Officer
                                   (Principal Executive Officer)



Date:  May 9, 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               MAR-31-1997
<CASH>                                       5,894,765
<SECURITIES>                                         0
<RECEIVABLES>                                  288,523
<ALLOWANCES>                                   197,452
<INVENTORY>                                          0
<CURRENT-ASSETS>                                     0
<PP&E>                                       8,724,742
<DEPRECIATION>                               2,532,066
<TOTAL-ASSETS>                              12,386,486
<CURRENT-LIABILITIES>                          172,092
<BONDS>                                              0
                                0
                                          0
<COMMON>                                     3,031,618
<OTHER-SE>                                   4,585,064
<TOTAL-LIABILITY-AND-EQUITY>                12,386,486
<SALES>                                              0
<TOTAL-REVENUES>                               386,416
<CGS>                                                0
<TOTAL-COSTS>                                  213,336
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                             103,080
<INCOME-PRETAX>                                103,334
<INCOME-TAX>                                         0
<INCOME-CONTINUING>                            103,334
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   103,334
<EPS-PRIMARY>                                     0.03
<EPS-DILUTED>                                     0.03
        


</TABLE>


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