<PAGE> 1
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of
1934 (Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[X] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
Meridian Point Realty Trust '83
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(Name of Registrant as Specified In Its Charter)
Meridian '83 Shareholders' Committee for Growth
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No Fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
Shares of Beneficial Interest, $1.00 stated value
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2) Aggregate number of securities to which transaction applies:
.....................................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee
is calculated and state how it was determined):
.....................................................................
4) Proposed maximum aggregate value of transaction:
.....................................................................
5) Total fee paid:
.....................................................................
[ ] Fee paid previously with preliminary materials:
[ ] Check box if any of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
.....................................................................
2) Form, Schedule or Registration Statement No.:
.....................................................................
3) Filing Party:
.....................................................................
4) Date Filed:
.....................................................................
<PAGE> 2
PRELIMINARY PROXY STATEMENT
IN OPPOSITION TO THE BOARD OF TRUSTEES OF
MERIDIAN POINT REALTY TRUST '83
SPECIAL MEETING OF SHAREHOLDERS
SCHEDULED FOR OCTOBER 9, 1997
TO ALL SHAREHOLDERS OF
MERIDIAN POINT REALTY TRUST '83:
This Proxy Statement is furnished by the Meridian '83 Shareholders'
Committee for Growth (the "Committee") in connection with its solicitation of
proxies to be used at the Special Meeting of Shareholders of Meridian Point
Realty Trust '83 ("Meridian" or the "Company") scheduled to be held on Thursday,
October 9, 1997, at the ________________,_________________, _____________,
__________ _____ at 2:30 p.m., local time, and at any adjournments or
postponements thereof. This Proxy Statement and the accompanying WHITE Proxy
Card are first being sent to the Company's Shareholders on or about September
__, 1997.
The Trustees of Meridian have set ____________, __, 1997 as the record
date for the Special Meeting. According to the latest report filed by Meridian
with the Securities and Exchange Commission, as of July 31, 1997, there were
outstanding and entitled to vote at the Annual Meeting a total of 3,031,618
Shares. Each Share is entitled to one vote on all matters submitted to a vote of
the Shareholders at the Special Meeting. Shareholders do not have cumulative
voting rights in the election of Trustees. By executing a WHITE proxy, a
shareholder will be granting the Committee the right to vote in favor of the
Committee's nominees for election as Trustees. See "Solutions to the Problems"
and "Nominees for Election as Trustees."
As of the date of this Proxy Statement, the Committee owns and has the
right to vote an aggregate of 668,609 Shares, constituting approximately 22% of
the total votes eligible to be cast at the Special Meeting. See "The Committee."
THE COMMITTEE URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED WHITE
PROXY CARD TO VOTE FOR THE ELECTION OF THE COMMITTEE'S NOMINEES AS TRUSTEES. A
POSTAGE-PAID ENVELOPE HAS BEEN PROVIDED FOR YOUR CONVENIENCE.
<PAGE> 3
REASONS FOR THIS SOLICITATION
The Committee is urgently soliciting your proxy to enable it to
implement a growth strategy for the Company. The Committee seeks your help to
elect five Trustees with substantial commercial real estate experience (the
"Nominees") who will constitute the Board of Trustees of Meridian. In order for
the new Trustees to implement the policies necessary to maximize stockholder
value, the new Trustees will seek the approval of shareholders to an amendment
to the Declaration of Trust of Meridian (the "Declaration") to eliminate the
"self-liquidating" policy of Meridian in order to convert Meridian into a
perpetual-life REIT. This change in policy will permit the new Trustees to
reinvest the proceeds from the sale of Meridian's properties into newly acquired
properties. THIS CHANGE NEEDS TO BE MADE NOW, BEFORE MERIDIAN LIQUIDATES AND ANY
OPPORTUNITY FOR INCREASING SHAREHOLDER VALUE IS LOST. It is the present intent
of the Committee to increase the value of Meridian by merging or combining
Meridian with another real estate investment company or purchasing properties
that have identified and quantifiable environmental problems, in order to
remediate or clean up such problems and then to develop or sell such
properties. The Committee may develop other strategies to increase shareholder
value. See "Solutions to the Problems".
We send you this request for your proxy and ask for your vote for a
number of reasons:
(1) Meridian's Common Stock, which traded in 1993 and 1994 at
$5.00 per share, has steadily declined in value, hovering in
the $2-3.00 range for most of the past two years. Recently,
the stock has moved up to almost $4.00 per Share. The
Committee believes that the recent increase is due in part to
the Committee's purchases of Shares in late July and in part
to the $3.00 per share dividend that was paid on September 12,
1997. On September 15, 1997, the first trading day after
payment of the dividend, the closing price of Meridian Common
Stock was $1.00.
(2) The average stock price for all real estate investment trusts
over the past five years, as compiled by the National
Association of Real Estate Investment Trusts (NAREIT), has
more than doubled.
(3) Effective February 24, 1996, Meridian entered into a
management agreement with E & L Associates, Inc., a management
company operated by the same persons who manage TIS Mortgage
Investment Company ("TIS"), and the Meridian Trustees elected
as President and Chief Financial Officer the two persons who
hold those positions at TIS. The common stock of TIS has
fallen from $10.00 in 1988 to $1.44 as of September 11, 1997;
the net worth of TIS has declined from $74 million as of
December 31, 1988 to $11 million as of December 31, 1996; and
TIS has reported net losses totaling more than $47 million
over the last five years. This is the record that led the
Meridian Trustees to hire TIS executives as its new management
team!
(4) The Company's current Trustees and executive officers have
shown little faith in the Company. According to the 1996
Annual Report on Form 10-K, their total investment in Meridian
amounts to only 15,940 Shares, less than 1% of Meridian's
outstanding shares.
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<PAGE> 4
(5) In a time of growth of most REITs, Meridian has made no
significant acquisitions of either new properties or other
companies, a situation that is mandated by the
"self-liquidating" policy of Meridian.
SOLUTIONS TO THE PROBLEMS
The Nominees have proven experience in investing, managing and
analyzing real estate in a profitable manner. They are committed to:
(1) Termination of the management contract with the people who
have demonstrated a record of decreasing shareholder value.
The Nominees will administer Meridian by its own employees in
order to control overhead expenses and cut overhead costs.
(2) If the Committee is successful in obtaining control of the
Board of Trustees , it would elect Allen K. Meredith as
President and Chief Executive Officer of Meridian. Mr.
Meredith is President and CEO of Meredith Partners, Inc., a
real estate company engaged in the acquisition, development,
rehabilitation and management of properties in Northern
California and the Northwest. The properties include suburban
offices, industrial/research and development and shopping
centers. From 1991 - 1994, Mr. Meredith was President and CEO
of Tramell Crow NW, Inc., the Northwest Region of the largest
property manager and commercial developer in the U. S., and a
Director and Chairman of the Audit Committee of Tramell Crow
Company. See "Nominees for Election as Trustees " for a
complete description of Mr. Meredith's background and
experience.
(3) If the Committee is successful in obtaining control of the
Board of Trustees, it will seek the approval of shareholders
to an amendment to the Declaration to convert Meridian to a
perpetual-life REIT in order to aggressively pursue strategies
to increase shareholder value, which strategies may include
the merger or other combination of Meridian with one or more
other real estate investment companies, the acquisition of
properties that have identified and quantifiable environmental
problems, in order to remediate or clean up the properties and
then develop or sell them at a profit or other yet-to-be-
identified strategies.
(4) The implementation of a continuous, effective stockholder
relations program to keep shareholders informed about
Meridian.
The Committee's proposal to purchase properties with environmental
problems involves risks. Properties with environmental problems are subject to
stringent environmental standards imposed by federal, state, local and foreign
environmental laws and regulations, including those related to wastewater
discharges and chemical and hazardous waste management and disposal. Certain of
these environmental laws hold owners or operators of land or businesses liable
for their own and for previous owners' or operators' releases of hazardous or
toxic substances, materials or wastes, pollutants or contaminants. Compliance
with environmental laws also may require the acquisition of permits or other
authorizations for certain activities and compliance with various standards or
procedural requirements. If the Committee's proposal is approved, the nature of
the operations that were conducted on these properties, including the history of
industrial uses and the
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operations of predecessor owners or operators of certain of the businesses may
expose the Company to risk of liabilities or claims with respect to
environmental and health and safety matters. There can be no assurance that the
Committee plan to purchase, clean up and resell properties with environmental or
hazardous waste problems will be successful or that the costs of compliance with
environmental, health and safety requirements will not be so high that
profitable resale of properties will be difficult.
AMENDMENT OF THE DECLARATION
The investment policy of Meridian as contained in the Declaration
contains a so-called "self-liquidating" provision, which states that the net
proceeds from the sale of a property owned by the Company may not be reinvested
but shall be distributed to Shareholders after payment of indebtedness relating
to such property and other obligations. However, the proceeds of a sale need not
be distributed if they are used to purchase land underlying any of Meridian's
other properties, to finance improvements or additions to any of the properties,
or to protect of enhance the Company's investments in any of its properties, to
buy out leases or to increase reserves. This self-liquidating policy essentially
precludes Meridian from reinvesting the proceeds from the disposition of its
properties into new assets, including property.
The Committee believes that providing management with the flexibility
to reinvest property sale proceeds in one or more new properties will help
achieve the goal of increasing the Company's value and return to Shareholders.
At this time, current management has sold Meridian's last remaining property,
has paid a dividend of $3.00 per share and is evaluating some of the options
available, including the sale or termination of Meridian.
As stated above, the Committee believes that it would be in the best
interest of the Shareholders that the self-liquidating policy be amended to
allow for the reinvestment of proceeds from the sale of its properties. As a
result, if the Committee is successful in having its nominees elected to the
Board of Trustees, the Board will propose to shareholders that Section 5.1 of
the Declaration be amended to delete the self-liquidating policy and to permit
reinvestment of proceeds of the sale of properties. The amendment to the
self-liquidating policy may also be accomplished by means of a merger or other
combination of Meridian with one or more other real estate investment companies
or through other strategies that may be developed by the Committee. Regardless
of the form of such amendment, the Committee will seek approval from Meridian's
shareholders prior to amending the self liquidating policy.
The Committee will NOT take any action to impair the status of Meridian
as a REIT under the Internal Revenue Code of 1986.
WHY STOCKHOLDER INVESTMENTS WILL BE LOST
IF THE BOARD IS NOT CHANGED
We have summarized the events and failures which have led us to believe
that management must change. We have invested more than $2,330,000 in the
Company. We describe below in further detail why we believe that the
stockholders of Meridian deserve a prompt and comprehensive change in the way
Meridian is doing business.
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<PAGE> 6
(1) The Market's Rejection of Meridian
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From a high of $5.00 per Share in 1993, Meridian's Shares have
sunk to $3.125 on August 5, 1997. On September 11, 1997, the closing price of a
Share was $4.25, which reflects the dividend of $3.00 per share which was paid
on September 12, 1997. On September 15, 1997, the closing price per share was
$1.00. We seek your proxy because we believe in these times of growth of REIT's,
the Share price should reflect Meridian's prospects for growth, not its
liquidation value.
(2) Meridian's Shares Continually Underperform the Market
-----------------------------------------------------
The following line graph compares the cumulative total return
of a hypothetical investment in the Shares of Meridian with the cumulative total
return of a hypothetical investment in each of the Standard & Poor's 500 Stock
Index and the NAREIT All REIT index and assumes the initial investment of $100
on December 31, 1991, with dividends reinvested when paid and share prices as of
the last day of each calendar year.
<TABLE>
<CAPTION>
12/31/91 12/31/92 12/31/93 12/31/94 12/31/95 12/31/96
<S> <C> <C> <C> <C> <C> <C>
Meridian $100 $112 $211 $158 $ 68 $135
S&P 500 $100 $108 $118 $120 $165 $203
All REIT $100 $112 $133 $134 $159 $215
</TABLE>
As the graph indicates, a $100 investment in Meridian Shares on
December 31, 1991 would be worth $135 on December 31, 1996. The same $100 would
be worth $203 if invested in the S&P 500 Index or $215 if invested in All REITs.
THE COMMITTEE
The members of the Meridian Committee are Richard M. Osborne, Steven A.
Calabrese, Christopher L. Jarratt, Allen K. Meredith and Thomas J. Smith. As of
the date of this Proxy Statement, members of the Committee owned of record
668,609 Shares, representing approximately 22% of the outstanding Shares.
297,344 of these Shares are owned by Turkey Vulture Fund XIII, Ltd., an Ohio
limited liability company (the "Fund") that was formed to acquire, hold, sell or
otherwise invest in all types of securities and other instruments. Mr. Osborne,
as the sole manager of the Fund, is the beneficial owner of the 297,344 Shares.
Additional information concerning the Committee and the Fund and the
Fund's and Committee's holdings of shares is set forth in Appendix A hereto.
WE ARE STOCKHOLDERS
Neither the Committee nor the Fund are attempting to benefit themselves
at the expense of any other Meridian Shareholders. Rather, the Committee is
seeking to increase value to all Shareholders. Neither the Committee nor the
Nominees will acquire any of the operations or assets of Meridian or be
compensated either as principal or agent in transactions relating to the
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<PAGE> 7
redeployment of the assets of Meridian, or earn any profits, commissions or
other fees from Meridian for their services in connection therewith, other than
(1) such compensation, if any, as might be payable to any of the Nominees solely
in their capacities as Trustees of Meridian, (2) compensation payable to Mr.
Meredith, as President and Chief Executive Officer of Meridian, the position to
which the Committee proposes to name Mr. Meredith; (3) payments received by the
Fund and members of the Committee in their capacity as holders of Shares of
Meridian, (4) reimbursement from Meridian of the expenses of the solicitation of
proxies or (5) in any transaction approved by a majority of the Shareholders of
Meridian.
NOMINEES FOR ELECTION AS TRUSTEES
The Company's Board of Trustees is presently composed of five
Trustees. The Trustees elected at the Special Meeting will serve in such
capacity until the 1998 Annual Meeting of Shareholders and thereafter until
their successors shall have been elected and qualified. In opposition to the
incumbent Board of Directors, the Committee is proposing a slate of five
experienced and well-qualified nominees for election as Trustees of Meridian.
Each nominee named below has consented to serve as a Trustees of
Meridian if elected. The Committee does not expect that any of the Nominees will
be unable to stand for election but, in the event that a vacancy in the slate of
Nominees should occur unexpectedly, the Shares represented by the enclosed WHITE
Proxy Card will be voted for a substitute candidate selected by the Committee.
The following information concerning business address, age, and
principal occupation has been furnished by the Committee's nominees.
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation for Past Five Years
- ------------------------- ----------------------------------------
<S> <C>
Richard M. Osborne Mr. Osborne is President and Chief Executive Officer of
7001 Center Street OsAir, Inc., Mentor, Ohio ("OsAir"), a company he founded
Mentor, Ohio 440670 in 1963. OsAir is a manufacturer of industrial gases for
pipeline delivery and a real property developer. Mr. Osborne
is also a director of TIS Mortgage Investment Company
("TIS") and Meridian Point Realty Trust VIII Co.,
publicly-held REITs, and a director of Great Lakes Bank,
Mentor, Ohio. In addition, Mr. Osborne is a Director and
Chairman of the Board of Pacific Gateway Properties, Inc., a
publicly-held real estate investment company based in San
Francisco ("Pacific Gateway"). Through OsAir or personally,
Mr. Osborne has over 30 years of experience in real estate
development and management. During his career as a real
estate entrepreneur, he has developed, managed or sold over
1,000,000 square feet of industrial space, over 1,000,000
square feet of commercial space, over 1,000,000 square feet
of apartment space and over 1,000,000 square feet of
self-storage facilities . Since its formation in 1994, Mr.
Osborne has been the sole manager of the Fund. Mr. Osborne
is 51 years old.
</TABLE>
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<PAGE> 8
<TABLE>
<S> <C>
Steven A. Calabrese Mr. Calabrese's principal business is serving as managing
1110 Euclid Avenue, Suite 300 partner of Calabrese, Racek and Markos, Inc., CRM
Cleveland, Ohio 44115 Construction Inc., and CRM Environmental Services, Inc.,
firms which specialize in evaluations, management,
construction and environmental assessment services for
commercial and industrial real estate. In addition,
Mr. Calabrese owns and manages a personal real estate
portfolio. Mr. Calabrese is also a director of Pacific
Gateway Properties, Inc., a publicly-held real estate
investment company based in San Francisco. Mr. Calabrese
is 36 years old.
Christopher L. Jarratt Since September 1996, Mr. Jarratt has been the Chief
314 Church Street Executive Officer of Third Capital, LLC, a company engaged
Nashville, TN 37201 engaged in various real estate investment and advisory
activities. For the past nine years, Mr. Jarratt has also
been the President of Jarratt Associates, Inc., Nashville,
Tennessee, a corporation engaged in commercial mortgage
banking and commercial real estate investment activities. In
addition, Mr. Jarratt is a Director of TIS and Pacific
Gateway. Mr. Jarratt has been involved in more than $100
million of commercial mortgage and real estate transactions.
For the past five years, through Jarratt Associates, Inc.,
Third Capital, LLC and their various affiliates, Mr. Jarratt
has specialized in the acquisition of undervalued real
estate assets and securities. Mr. Jarratt has a Bachelor of
Business Administration degree from Southern Methodist
University, Dallas, Texas. Mr. Jarratt is 35 years old.
Allen K. Meredith Allen K. Meredith is President and CEO of Meredith Partners,
3000 Sand Hill Road Inc., a real estate company engaged in the acquisition,
Menlo Park, CA 94025 development, rehabilitation and management of properties in
Northern California and the Northwest. The properties
include suburban offices, industrial/research and
development and shopping centers. Mr. Meredith founded
Meredith Partners, Inc. in 1994. From 1991 -1994, Mr.
Meredith was President and CEO of Tramell Crow NW, Inc., the
Northwest Region of the largest property manager and
commercial developer in the U. S., and a Director and
Chairman of the Audit Committee of Tramell Crow Company. He
was responsible for all Tramell Crow real estate operations
in Northern California, Oregon, Washington, Nevada and
Colorado, over 33 million square feet of office, industrial
and shopping center properties. Mr. Meredith has a degree in
Economics from Stanford University and an MBA from Harvard.
Mr. Meredith is 48 years old.
</TABLE>
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<PAGE> 9
<TABLE>
<S> <C>
Thomas J. Smith Since 1992, Mr. Smith has been the President of Retirement
Suite 100 Management Company, a company engaged in the
8500 Station Street management of various retirement facilities. Since April 1,
Mentor, OH 44060 1996, Mr. Smith has served as the Executive Operating
Manager of Liberty Self-Stor, LLC, a company which has owned
and operated 20 self-storage facilities. Mr. Smith is 53
years old.
</TABLE>
None of the Nominees has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) during the past ten
years.
VOTING OF PROXIES
Unless otherwise indicated, the persons named in the accompanying WHITE
Proxy Card will vote properly executed and duly returned proxies FOR election of
five Committee Nominees as members of the Board of Trustees of Meridian to serve
until the 1998 Annual Meeting of Shareholders and until their successors are
elected and qualified, and in accordance with their judgment on such other
business as may be properly presented to the Special Meeting and any adjournment
or postponement thereof.
WHITE Proxy Cards should be signed, dated and returned in the
postage-paid envelope provided. Execution of the enclosed WHITE Proxy Card will
not affect a Shareholder's right to attend the Special Meeting and vote in
person. A Shareholder who has given a proxy may revoke it at any time before
such proxy is voted either by a later dated proxy or by voting in person at the
Annual Meeting. Attendance at the Annual Meeting will not in and of itself
constitute a revocation.
If you wish to support the Committee's proposals, YOUR LAST DATED
PROPERLY EXECUTED PROXY MUST BE A WHITE PROXY CARD.
PROXY SOLICITATION; EXPENSES
Proxies may be solicited by mail, telephone, telecopier and personal
solicitation. Any of the members of the Committee and any regular employee of
Mr. Osborne may be used to solicit proxies, and will not receive additional
compensation therefor. Banks, brokerage houses and other custodians, nominees
and fiduciaries will be requested to forward the soliciting material of the
Committee to their customers for whom they hold shares and the Committee will
reimburse them for their reasonable out-of-pocket expenses.
The Committee has retained Beacon Hill Partners, 90 Broad Street, New
York, New York, 10004, to assist in the solicitation of proxies. The Committee
has agreed to pay Beacon Hill Partners a fee of $25,000 and to reimburse it for
its reasonable out-of-pocket expenses. Approximately 25 people will be used by
Beacon Hill Partners in its solicitation efforts.
The Committee anticipates that its total expenditures relating to the
solicitation will be approximately $50,000 (excluding costs represented by
salaries and wages of regular employees of Mr. Osborne); total expenditures to
date have been less than $10,000. The entire expense of preparing, assembling,
printing and mailing this Proxy Statement and related materials and the cost
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<PAGE> 10
of soliciting proxies for the nominees proposed by the Committee will be borne
by the Fund or Mr. Osborne in a manner to be determined by Mr. Osborne. The Fund
or Mr. Osborne will seek reimbursement from the Company for those expenses and
does not intend to seek stockholder approval for such reimbursement at a
subsequent meeting unless such approval is required under California law.
In addition, Mr. Osborne has agreed to pay Third Capital, LLC, of which
Mr. Jarratt is President, a fee of $50,000, plus reimbursement of expenses up to
$25,000, in return for the assistance of Third Capital LLC in developing plans
to enhance shareholder values of Meridian.
OTHER MATTERS
The Committee is not aware of any other matters to be considered at the
Annual Meeting other than the election of Directors. However, if any other
matters properly come before the meeting, the persons named in the enclosed
WHITE Proxy Card will have discretionary authority to vote all proxies with
respect to such matters in accordance with their judgment.
Sincerely,
_________ __, 1997 Meridian '83 Shareholders' Committee for Growth
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<PAGE> 11
APPENDIX A
On the date hereof, Richard M. Osborne, as the sole manager of the
Fund, is the beneficial owner of 297,344 Shares, representing approximately 9.8%
of the 3,031,618 Shares outstanding, according to the most recently available
filing by the Company with Securities and Exchange Commission. Mr. Calabrese is
the beneficial owner of 220,265 Shares, representing approximately 7.3% of the
total Shares outstanding. Mr. Meredith is the beneficial owner of 151,000
Shares, representing approximately 5.0% of the total Shares outstanding.
Under the terms of the Operating Agreement of the Fund, Mr. Osborne as
the sole manager, manages all day-to-day operations involving, and makes all
decisions concerning, the business and affairs of the Fund. Other than Mr.
Osborne, the members have no authority or power to bind the Fund, vote
securities owned by the Fund, make investment decisions for the Fund or dispose
of any securities held by the Fund. Each member has agreed, under the terms of
the Operating Agreement, to indemnify the Fund for any costs or damages incurred
by the Fund as a result of the exercise of any unauthorized authority by each
such member.
Under Rule 13d-3 promulgated by the Securities and Exchange Commission,
"a beneficial owner of a security includes any person, who, directly or
indirectly, through any contract, arrangement, understanding, relationship, or
otherwise has or shares:
(1) Voting power which includes the power, to vote, or to direct
the voting of, such security, and/or
(2) Investment power which includes the power to dispose, or to
direct the disposition of, such security."
Because the members of the Fund, other than Mr. Osborne, lack any of the
requisite powers of beneficial ownership, none of them, other than Mr. Osborne,
are beneficial owners of the Shares solely because of their investment as
members in the Fund.
The Shares owned of record by the Fund were acquired for an approximate
aggregate purchase price of approximately $910,000 with working capital of the
Fund.
The table below sets forth all Shares purchased by the Fund within the
past two years, the dates on which such purchases were made and the amount of
such purchases. Neither the Fund nor Mr. Osborne sold any shares during the two
year period.
<TABLE>
<CAPTION>
Number of Shares Date
---------------- ---------
<S> <C> <C>
4,500 09/13/95
2,500 09/14/95
2,500 09/14/95
5,000 09/29/95
12,500 12/29/95
</TABLE>
A-1
<PAGE> 12
<TABLE>
<S> <C> <C>
10,000 12/29/95
2,500 12/29/95
3,500 01/11/96
6,500 01/11/96
5,000 01/24/96
5,000 01/26/96
8,500 02/13/96
1,500 02/13/96
10,000 02/14/96
10,000 02/14/96
2,500 02/15/96
16,500 02/22/96
1,000 02/22/96
4,344 02/23/96
153,500 07/12/96
7,500 09/25/96
2,500 10/07/96
2,000 11/21/96
1,500 12/17/96
1,500 12/26/96
15,000 01/16/97
</TABLE>
Mr. Calabrese purchased 220,265 Shares in one transaction on July 24,
1997, at $3.82 per Share, for a total price of $841,412.30. The funds used for
the purchase were loaned to Mr. Calabrese by Mr. Osborne pursuant to a Demand
Promissory Note in the principal amount of $850,000 payable to Mr. Osborne (the
"Note"). The Note is due on demand and bears interest at the prime rate as
stated in The Wall Street Journal form time to time, plus 2%. The Note is
unsecured.
Mr. Meredith purchased 151,000 Shares in one transaction on July 24,
1997, at $3.82 per Share, for a total purchase price of $576,820. The funds used
to make the purchase were personal funds.
Except as otherwise set forth in this Appendix A, neither the Committee
nor any of its nominees nor any "associate" of any of the foregoing persons or
any other person who may be deemed a "participant" in the Proxy Solicitation is
the beneficial or record owner of any Shares. Except as otherwise set forth in
this Appendix A, neither the Committee nor any of its nominees nor any
"associate" of the foregoing persons or any other person who may be deemed a
"participant" in the Proxy Solicitation has purchased or sold any Shares within
the past two years, borrowed any funds for the purpose of acquiring or holding
any Shares or is or was within the past year a party to any contract or
arrangement or understanding with any person with respect to any Shares. There
has not been any transaction since the beginning of the Company's last fiscal
year and there is not currently any proposed transaction to which the Company is
a party, in which the Fund or any "associate" of the Committee or any of its
nominees or immediate family member of any of the foregoing persons or any other
person who may be deemed a "participant" in the Proxy Solicitation had or will
have a direct material interest.
A-2
<PAGE> 13
IMPORTANT
Your vote is important. No matter how many or how few Meridian shares
you own, please vote FOR the Committee's nominees by signing, dating and mailing
the enclosed WHITE Proxy Card today. The Committee urges you NOT to return any
proxy cards sent to you by the Board of Trustees of Meridian.
If you have already returned a Board of Trustees' proxy card before
receiving this proxy statement, you have every right to change your vote by
signing and returning the enclosed WHITE Proxy Card. Only your latest dated
properly executed proxy will count at the Annual Meeting.
If you own your Meridian Shares in the name of a brokerage firm, your
broker cannot vote such shares unless he received your specific instructions.
Please sign, date and return the enclosed WHITE Proxy Card in the postage-paid
envelope that has been provided.
If you have any questions about how to vote your Meridian Shares,
please call our proxy solicitor:
Beacon Hill Partners
90 Broad Street
New York, NY 10004
Telephone: 1-800-854-9486
<PAGE> 14
PROXY
Meridian Point Realty Trust '83
Special Meeting of Stockholders
SOLICITED ON BEHALF OF PROXY SOLICITED IN OPPOSITION
MERIDIAN '83 SHAREHOLDERS' TO THE BOARD OF TRUSTEES
COMMITTEE FOR GROWTH
Unless otherwise specified, this proxy will be voted FOR Item 1. This
proxy will be voted in the discretion of the proxies on such other matters as
may properly come before the meeting or any adjournment(s) or postponement(s)
thereof.
1. Election of Five New Trustees FOR [ ] WITHHOLD [ ]
The Committee nominees are:
Richard M. Osborne, Steven A. Calabrese, Christopher L. Jarratt, Allen K.
Meredith and Thomas J. Smith. (Authority to vote for any nominee(s)
may be withheld by lining through or otherwise striking out the name
of such nominee(s).)
The Proxy revokes all prior proxies and voting instructions.
THE COMMITTEE RECOMMENDS A VOTE FOR ITEM 1.
The undersigned hereby appoints Richard M. Osborne and Steven A.
Calabrese, and each of them, with full power of substitution, as proxies for the
undersigned, to represent and vote, as designated above, all Shares of
Beneficial Interest of Meridian Point Realty Trust '83 to which the undersigned
is entitled to vote at the Special Meeting of Shareholders of Meridian scheduled
to be held on October 9, 1997, and at any adjournment(s) or postponement(s)
thereof, and revokes all prior proxies with respect to the matters covered by
this proxy.
Date: ________________, 1997
Signature:______________________________
Signature: _____________________________
Title or Authority: ________________________
(Please sign exactly as name appears, indicating
title or representation capacity, where
applicable)
PLEASE SIGN, DATE AND MAIL YOUR PROXY TODAY
If you have any questions on voting, please call:
Beacon Hill Partners at 1-800-854-9486
