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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the fiscal year ended: December 31, 1997
OR
[ ] Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission file number: 0-12166
MERIDIAN POINT REALTY TRUST '83
(Exact name of Registrant as specified in its charter)
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California 94-6542723
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
655 Montgomery Street, Suite 800
San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (415) 393-8000
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Shares of
beneficial interest
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
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Indicate by check mark if disclosures of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]
The aggregate market value of the voting and nonvoting common equity held by
non-affiliates of the Registrant on June 30, 1998 was $2,490,544 based on the
closing price on that date of shares of beneficial interest quoted on the
SmallCap Market of the Nasdaq Stock Market and excluding shares owned by
Trustees, executive officers and principal shareholders (i.e., holders of 5% or
more of the Registrant's outstanding shares).
The Registrant had 3,031,618 shares of beneficial interest outstanding on June
30, 1998.
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LIST OF ITEMS AMENDED
PART III
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ITEM Page
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10. Directors and Executive Officers of the Registrant............... 3
11. Executive Compensation........................................... 4
12. Security Ownership of Certain Beneficial Owners and Management... 6
13. Certain Relationships and Related Transactions................... 7
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TEXT OF AMENDMENT
Each of the above-listed Items is hereby amended by deleting the Item in
its entirety appearing in the Annual Report on Form 10-K of Meridian Point
Realty Trust `83 (the "Company") filed with the Securities and Exchange
Commission on April 15, 1998, and replacing each such Item with the
corresponding Item that appears in this Amendment No. 1 to Annual Report on Form
10-K.
2
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PART III
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ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
TRUSTEES
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The Trustees are elected annually and serve until the next annual meeting
of shareholders and until their successors are elected and qualified. The
Company's Declaration of Trust provides that the number of Trustees shall be not
less than five nor more than fifteen. Presently the authorized number of
Trustees is five. In addition, the Declaration of Trust provides that a
majority of the Trustees shall be "Independent Trustees." An "Independent
Trustee" generally means a Trustee who is neither an affiliate of a person or
entity providing services to the Company nor is performing services for the
Company other than as a Trustee. The Board of Trustees of the Company consists
of the five individuals named below. Except for Lorraine O. Legg, all Trustees
are "Independent Trustees." Set forth below are each Trustee's age, current
position with the Company and business experience during at least the past five
years.
Peter O. Hanson
Trustee
Age: 65
Mr. Hanson has been Chairman of James E. Hanson, Inc., an industrial real
estate development, property management and realty brokerage firm, since 1966.
Since 1984, he has served as President of Property Investors Associates, Inc. (a
subsidiary of James E. Hanson, Inc.), which is the general partner of five
public real estate partnerships. He has been a director of seven privately-held
corporations and general partner of 11 privately-held real estate partnerships.
He currently serves as a director of New American Network and Meridian
Industrial Trust, Inc. Mr. Hanson is a member of the Society of Industrial and
Office Realtors and served as its National President in 1985. He is also a
member of the New York Metropolitan Real Estate Brokers Association and in 1970
was its President. Mr. Hanson holds a BA degree from Colgate University. Mr.
Hanson served as a Trustee of the Company from April 1992 through October 1993,
and since June 1994.
Lorraine O. Legg
Trustee
Age: 58
Ms. Legg has served as a Trustee of the Company since October 1993 and its
President and Chief Executive Officer since February 1996. She has been
President and Chief Executive Officer and a director of TIS Financial Services,
Inc. since 1984, TIS Mortgage Investment Trust since 1988, and TIS Asset
Management, Inc. since 1990. She is also President and Chief Executive Officer
and a director of Corporate Capital Investment Advisors and its subsidiaries.
TIS Financial Services, Inc. and its affiliates advise and manage portfolios for
individuals and corporations. In addition, Ms. Legg is a director of CFI
ProServices, Inc., located in Portland, Oregon. Ms. Legg has over 35 years of
experience in corporate and real estate finance and real estate operations.
Robert E. Morgan
Trustee
Age: 78
Mr. Morgan has served as an independent consultant since 1988, primarily
assisting financial institutions with respect to problem commercial loans and
commercial real estate. From 1984 to 1988, he served as President and General
Manager of Coldwell Banker Real Estate Finance Services, and from 1981 to 1988
as President and General Manager of Coldwell Banker First Newport. Mr. Morgan
has over 48 years of real estate experience. He currently serves as a director
of Pacific Gulf Properties (a real estate investment trust). Mr. Morgan has
served as a Trustee of the Company since March 1993.
3
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James M. Pollak
Trustee
Age: 65
Mr. Pollak has been owner of James Pollak Company, an independent real
estate investment, development and advisory firm since 1985. From 1979 to 1985,
he was Chief Executive Officer of Christiana Investment Realty, Inc., a real
estate investment banking firm and developer of commercial and industrial
properties. Mr. Pollak has spent most of his real estate and finance career
living in Europe and Latin America. He founded the real estate investment bank
of Banco Nacional de Mexico. As a long-time member of the Urban Land Institute,
he served as International Vice Chairman of its Industrial and Park Council. He
graduated from Yale University in 1954 with an AB degree and from the University
of California at Los Angeles in 1966 with an MBA degree. Mr. Pollak has been a
Trustee of the Company from 1982 to 1986 and since 1991.
Herbert E. Stansbury, Jr.
Chairman and Trustee
Age: 72
Mr. Stansbury has served as a director of San Francisco Federal Savings and Loan
Association since 1973 and served as it Board Chairman from 1986 to 1994. He
has been a director of the Mountain View Cemetery Association since 1985 and its
President since 1996. He owns Stansbury & Company (a consulting firm) and Smart
Chart Productions (financial cartoon humor for syndication). He is also a
former director and/or past President of four firms in the hospital and
biomedical research field as well as publisher and author. Mr. Stansbury
received his BA degree from the University of California at Berkeley in 1947 and
was awarded the University's "Wheeler Oak Meritorious Service Award" in 1982 and
the "Director's Citation for Intercollegiate Athletics" in 1991. Mr. Stansbury
has been a Trustee of the Company since 1988 and Chairman since 1991.
Executive Officers
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Pursuant to Instruction G(3) to Form 10-K and Instruction 3 to Item 401(b)
of Regulation S-K, information about the Company's executive officers called for
by Item 10, Part II of Form 10-K is set forth in Part I in a separate item
captioned "Executive Officers."
Section 16(a) Beneficial Ownership Reporting Compliance
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Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's Trustees and executive officers, and beneficial owners of more
than 10% of the shares, to file with the Securities and Exchange Commission
initial reports of ownership and periodic reports of changes in ownership of the
Company's securities. The Company believes that all Section 16(a) filing
requirements applicable to such persons were complied with during 1997.
ITEM 11. EXECUTIVE COMPENSATION
Compensation of Executive Officers
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Since February 23, 1996, the Company has had no employees and no
compensation has been paid to its executive officers. At that time, the Company
entered into an agreement with E&L Associates ("E&L") as described in Item 13
below. In addition to Ms. Legg, who is President and Chief Executive Officer of
the Company, the other executive officer of the Company is John E. Castello,
Executive Vice President, Chief Financial Officer and Secretary. Michael
Gilbert was Vice President Real Estate during 1997 and early 1998.
4
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Trustees and Committees
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The Board has standing Executive, Audit and Nominating Committees. Messrs.
Stansbury and Pollak currently serve as members of the Executive Committee,
Messrs. Morgan and Stansbury currently serve on the Audit Committee, and Messrs.
Stansbury and Pollak serve on the Nominating Committee. The Board has no
standing compensation committee and no committee performing similar functions.
The Executive Committee is empowered to exer0cise any of the Board's powers
over the Company's business affairs except those powers specifically reserved to
the full Board or to the shareholders. The Audit Committee recommends the
services of independent accountants, reviews and evaluates those services, and
monitors internal control of the Company's accounting procedures. The
Nominating Committee considers issues of Board composition and organization,
develops specifications of qualifications for candidates for Board membership,
and recommends to the full Board individuals to fill Board vacancies.
Shareholders wishing to nominate Trustee candidates for consideration by the
Nominating Committee may do so by notifying the Company's Secretary in writing,
identifying the candidate and setting forth the candidate's qualifications and
relevant biographical data.
Board and Committee Meetings
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During 1997, the Board held 15 meetings, many of which were for the purpose
of considering alternatives to liquidation. There were no separate meetings of
the Audit Committee. In addition, there were no meetings of the Executive
Committee or the Nominating Committee held during 1997.
During 1997, each incumbent Trustee attended at least 75% of (i) the total
number of Board meetings held during the period that he or she was a Trustee
plus (ii) the total number of meetings held by all Board committees on which he
or she served during the periods that he or she served on those committees.
Compensation of Trustees
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Trustees' Annual Fees. The Company pays each independent Trustee an annual
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fee of $8,000. In 1997, Messrs. Hanson, Morgan, Pollak, and Stansbury were each
entitled to receive $8,000 as a Trustee fee.
Chairman's Fees. The Chairman, as a member of the Executive, Audit and
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Nominating Committees, is not paid a fee for participating in Committee
meetings. Instead, the Chairman is entitled to an annual fee of $5,000.
Committee and Other Meeting Fees. The Independent Trustees are also
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entitled to be paid $500 for each Board meeting attended in person, $400 for
each committee meeting attended in person, and $300 for each Board or committee
meeting attended by means of conference telephone call. Trustees are also paid
$300 per half day for time spent attending to the Company's business. During
1997, Mr. Hanson was paid $5,200, Mr. Morgan was paid $3,600, Mr. Pollak was
paid $4,500, and Mr. Stansbury was paid $5,000, in respect of meeting fees.
Special Fees. Mr. Pollak was paid $10,000 for his services as special
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liaison for the Trustees with respect to the negotiations and sale of the
Company's Charleston property.
Reimbursement. All Trustees are reimbursed for reasonable travel and other
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out-of-pocket expenses incurred in connection with attending Board and committee
meetings.
As a result of Ms. Legg's ownership interest in E&L, she does not meet the
criteria for independent Trustee status, and, as a result, does not receive any
fees in her capacity as a Trustee.
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth the amount and nature of the beneficial
ownership of shares as of June 30, 1998 by (i) each person known by the Company
to own more than 5% of the outstanding shares (based upon filings made with the
Securities and Exchange Commission), (ii) each Trustee, and (iii) all the
Trustees and executive officers as a group. The following table also sets forth
the business address of each such person and Trustee.
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Amount of Shares
Beneficially Owned Percent
Name and Address Directly or Indirectly of Class
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Turkey Vulture Fund XIII, Ltd. 297,344 (2) 9.8%
7001 Center Street
Mentor, Ohio 44060
Steven A. Calabrese 290,265(3) 9.6%
1110 Euclid Avenue,
Suite 300
Cleveland, Ohio 44115
Allen K. Meredith 151,000(4) 5.0%
3000 Sand Hill Road
Building 1, Suite 100
Menlo Park, California 94025
Peter O. Hanson 3,640 (7)
Lorraine O. Legg 1,000(5) (7)
Robert E. Morgan - -
James M. Pollak 1,000(6) (7)
Herbert E. Stansbury, Jr. - -
All Trustees and executive officers as a 5,640(5)(6) (7)
group (6 persons)
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(1) Unless otherwise indicated in these footnotes, the persons listed above
have sole voting and investment power over the shares attributable to them,
subject to community property laws where applicable.
(2) Based on Amendment No. 1 to Schedule 13D dated August 4, 1997, which
indicates that Mr. Richard M. Osborne, as sole manager of Turkey Vulture
Fund XIII, Ltd., had sole voting and dispositive power over 297,344 shares
owned by the Fund and may be deemed to beneficially own such shares.
(3) Based on Amendment No. 1 to Schedule 13D dated October 21, 1997, which
indicates that Mr. Calabrese had sole voting and dispositive power over
290,265 shares.
(4) Based on Schedule 13D dated August 19, 1997, which indicates that Mr.
Meredith had sole voting and dispositive power over 151,000 shares.
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(5) Held directly by the TIS Profit Sharing Trust FBO Ms. Legg.
(6) Includes 500 shares owned by Mr. Pollak's spouse for which he disclaims
beneficial ownership.
(7) Less than 1%.
Within the last two years, Ms. Legg has been the only Trustee who has
purchased or sold any equity securities of the Trust. On June 12, 1996, the TIS
Profit Sharing Trust FBO Ms. Legg purchased 1,000 shares for cash.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective February 24, 1996, the Company entered into an agreement with E&L
to provide property management and certain other administrative services to the
Company. Under this agreement, E&L received a monthly fee of $8,333 to June 30,
1996. Effective July 1, 1996, the monthly fee was increased to $10,000. During
1997, E&L received fees of $120,000. In connection with the sale of the
Company's Charleston property in August 1997, E&L received a fee of $233,000
under an incentive plan adopted by the Trustees for E&L's arranging,
structuring, negotiating and closing the transaction. E&L is a wholly-owned
subsidiary of a company in which Lorraine O. Legg (the Company's President,
Chief Executive Officer and a Trustee) has an ownership interest. Other than
the management fees paid to E&L, Ms. Legg receives no other compensation from
the Company.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Dated: July 31st, 1998 MERIDIAN POINT REALTY COMPANY '83
By: /s/ Lorraine O. Legg
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Lorraine O. Legg
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
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/s/ Lorraine O. Legg Dated: July 31, 1998
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Lorraine O. Legg
President and Chief Executive Officer
(Principal Executive Officer)
/s/ John E. Castello Dated: July 31, 1998
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John E. Castello
Executive Vice President,
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
/s/ Herbert E. Stansbury, Jr. Dated: July 31, 1998
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Herbert E. Stansbury, Jr.
Chairman and Trustee
/s/ Peter O. Hanson Dated: July 31, 1998
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Peter O. Hanson
Trustee
/s/ Lorraine O. Legg Dated: July 31, 1998
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Lorraine O. Legg
Trustee
/s/ Robert E. Morgan Dated: July 31, 1998
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Robert E. Morgan
Trustee
/s/ James M. Pollak Dated: July 31, 1998
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James M. Pollak
Trustee
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