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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
Filed by the registrant [ ]
Filed by a party other than the registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] 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
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(2) Aggregate number of securities to which transaction applies:
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(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.)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
[ ] Check box if any part 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:
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(2) Form, Schedules or Registration Statement No.:
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(3) Filing party:
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(4) Date filed:
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PROXY STATEMENT
IN OPPOSITION TO THE BOARD OF TRUSTEES OF
MERIDIAN POINT REALTY TRUST '83
ANNUAL MEETING OF SHAREHOLDERS
SCHEDULED FOR SEPTEMBER 22, 1998
TO ALL SHAREHOLDERS OF
MERIDIAN POINT REALTY TRUST '83:
This Proxy Statement is furnished by the Meridian '83 Shareholders'
Committee for Growth (the "Meridian Committee") in connection with its
solicitation of proxies to be used at the Annual Meeting of shareholders (the
"Shareholders") of Meridian Point Realty Trust '83 ("Meridian" or the "Company")
scheduled to be held on September 22, 1998, at the Holiday Inn, 750 Kearney
Street, San Francisco, California 94108 at 10:30 a.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 8, 1998.
As more fully described herein, the Meridian Committee plans to seek
Shareholder approval to convert Meridian to a perpetual-life real estate
investment trust (a "REIT"). The following are certain risk factors associated
with such a conversion:
- The liquidation alternative proposed by Meridian could be more
valuable to Shareholders than the return to Shareholders from
the conversion of Meridian to a perpetual-life REIT.
- If Meridian was converted to a perpetual-life REIT,
Shareholders would experience a fundamental change in the
nature of their investment.
- Following conversion to a perpetual-life REIT, there can be no
assurance that the Company would be able to obtain the
necessary financing for the purchase of any properties.
For a more complete description of these and other risk factors, Shareholders
are urged to carefully review the "Risk Factors" section set forth in this Proxy
Statement.
The Trustees of Meridian have set August 4, 1998 as the record date for
the Annual Meeting (the "Record Date"). According to the most recent Form 10-Q
Quarterly Report filed by Meridian with the Securities and Exchange Commission,
as of July 31, 1998, there were outstanding and entitled to vote at the Annual
Meeting a total of 3,031,618 Shares of Beneficial Interest (the "Shares"). Each
Share is entitled to one vote on all matters submitted to a vote of the
Shareholders at the Annual Meeting. Shareholders do not have cumulative voting
rights in the election of Trustees. The affirmative vote of the holders of a
majority of the Shares cast at the Annual Meeting is required for the election
of Trustees. By executing a WHITE proxy, a Shareholder will be granting the
Meridian Committee the right to vote in favor of the Meridian Committee's
nominees for election as Trustees. See "Solutions to the Problems" and "Nominees
for Election as Trustees."
As of the Record Date, members of the Meridian Committee beneficially
own and have the right to vote an aggregate of 587,609 Shares, constituting
approximately 19.3% of the total outstanding Shares. See "The Meridian
Committee."
THE MERIDIAN COMMITTEE URGES YOU TO SIGN, DATE AND RETURN THE ENCLOSED
WHITE PROXY CARD TO VOTE FOR THE ELECTION OF THE MERIDIAN COMMITTEE'S NOMINEES
AS TRUSTEES. A POSTAGE-PAID ENVELOPE HAS BEEN PROVIDED FOR YOUR CONVENIENCE.
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REASONS FOR THIS SOLICITATION
The Meridian Committee is urgently soliciting your proxy to enable it
to implement a growth strategy for the Company. The Meridian Committee does not
believe that liquidating Meridian is the best answer for its Shareholders. The
Meridian Committee seeks your help to elect five Trustees with substantial
commercial real estate, finance and legal experience (the "Nominees") who will
constitute the Board of Trustees of Meridian. In order for the Nominees to
implement the policies necessary to maximize shareholder value, the Nominees
will seek, after their election, the approval of the Shareholders of an
amendment to the Declaration of Trust of Meridian (the "Declaration") to
eliminate the "self-liquidating" policy of Meridian. The elimination of this
policy will convert Meridian into a perpetual-life REIT. You are not being
asked, at this time, to approve an amendment to the Declaration to eliminate the
self-liquidating policy of Meridian. The Meridian Committee expects that your
approval will be sought as soon as practicable after the election. The Meridian
Committee has not, at the present time, adopted any contingency plan in the
event the Shareholders determine not to eliminate the self-liquidating policy.
This change in policy will permit the Meridian Committee's Nominees to
continue to operate Meridian, to grow Meridian and to reinvest the proceeds from
the sale of any Meridian properties into newly-acquired properties. THIS CHANGE
NEEDS TO BE MADE NOW, BEFORE MERIDIAN LIQUIDATES AND ANY OPPORTUNITY FOR
INCREASING SHAREHOLDER VALUE IS LOST. The Meridian Committee presently intends
to increase the value of Meridian by either merging Meridian with another real
estate investment company or purchasing properties directly. The Meridian
Committee believes that the size of Meridian will need to be increased
substantially to enable Meridian to compete with other REITs and real estate
companies.
The Nominees reserve their right to consider any type of real estate
investment that they believe would add value to Meridian. However, the Nominees
have identified self-storage facilities as one possible type of investment that
may be suitable for the Company and would consider a merger with a real estate
company that owns self-storage facilities or the direct purchase of self-storage
facilities to further Meridian's growth. Any such merger or purchase may involve
companies or properties directly or indirectly controlled by the Nominees,
including but not limited to self-storage facilities owned by a limited
liability company controlled by Richard M. Osborne, one of the Nominees. The
Meridian Committee has not entered into any negotiations regarding any merger
between Meridian and, or purchase of Meridian by, another real estate company.
Because the total assets of Meridian are currently below $3.0 million and are
continuing to decline under current management, the Meridian Committee will be
required to seek additional financing to enable Meridian to purchase additional
real estate assets to further the growth of Meridian. See "Risk Factors."
The Nominees commit that any transaction involving companies or
properties directly or indirectly controlled by the Nominees would be submitted
to the Shareholders, excluding any such controlling Nominee (the "Disinterested
Shareholders"), for approval. At this time, however, no commitments or
arrangements to purchase any properties have been entered into and no financing
to fund any purchase of properties has been arranged. 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 Shares, which traded in 1993 and 1994 at $5.00 per
Share, have steadily declined in value, hovering in the
$2-3.00 range for most of 1996 and the first half of 1997. On
March 22, 1996, the Company paid a dividend of $0.33 per
Share. In late August 1997, the price per Share moved up to
almost $4.00. Since the payment of a $3.00 liquidating
dividend on September 15, 1997, a portion of which
represented a return of capital and net earnings, the per
Share price has remained between $1-1.60. Since May 1, 1998,
Meridian Shares have traded at prices between $0.75 and $1.25
per Share. As of September 4, 1998, Meridian Shares closed at
a price of only $0.75 per Share.
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(2) Total Shareholders' equity of Meridian has declined from
$3,070,024 at September 30, 1997 to $2,639,000 at June 30,
1998. Thus, while holding no real property assets, Meridian
has lost over $400,000 of its Shareholders' money in only
9 months!
(3) Based on public information contained in Meridian's filings
with the Securities and Exchange Commission (the "SEC"), the
Meridian Committee believes that the liquidation value of
Meridian is between 66 and 69 cents per Share if Meridian did
not lose its REIT status in 1997 and between 37 and 40 cents
per Share if it did. For a discussion of the Meridian
Committee's methodology used in calculating the liquidation
values and the Meridian Committee's belief with respect to
the loss of Meridian's REIT status, see "We Are Shareholders
-- We Need to Know if Our Investment is Still a Qualified
REIT."
(4) We believe that Meridian's franchise, including its existing
status as a publicly-traded vehicle, has value. Liquidation
will not enable Meridian's Shareholders to receive any of this
value. Therefore, we believe that liquidation would be much
less profitable for Meridian Shareholders than the retention
of Meridian's franchise and the subsequent investment of
Meridian's assets in suitable commercial real estate ventures.
(5) Collectively, we have over 50 years of experience in real
estate development and management. Richard M. Osborne, a
member of the Meridian Committee and a Nominee, alone has
developed, managed or sold over 2,000,000 square feet of
industrial and commercial space, over 1,000,000 square feet
of retirement homes and over 1,000,000 square feet of
self-storage facilities. Currently, Mr. Osborne controls
over 550,000 square feet of self-storage facilities.
We have summarized the events and failures which have led us to believe
that management must change. We have invested more than $1,700,000 in the
Company. We describe below in further detail why we believe that the
Shareholders of Meridian deserve a prompt and comprehensive change in the way
Meridian is doing business.
A member of the Meridian Committee, Richard M. Osborne, through Turkey
Vulture Fund XIII, Ltd. (the "Fund"), an Ohio limited liability company of which
Mr. Osborne is the sole Manager, has fought to bring you the opportunity to
elect a new Board of Trustees that will operate Meridian profitably. Conversely,
while continuing to reap management and meeting fees from Meridian, the current
Board of Trustees of Meridian has fought to keep this opportunity from you.
Over one year ago, on July 23, 1997, the Fund requested that the
Trustees of Meridian schedule an annual meeting of Shareholders as soon as
possible. No annual meeting had been held since February 10, 1995, and no
election of trustees had taken place since that time, contrary to the provisions
of the Declaration. In Section 6.7, the Declaration requires that there be an
annual Shareholders' meeting at least once each year. In response to the Fund's
July 23, 1997 letter, Meridian informed the Fund that a Shareholders' meeting
was scheduled for October 9, 1997. The Meridian Committee sent a letter to all
Shareholders advising them of the meeting, but Meridian did not hold the
Shareholders' meeting on October 9, 1997, as promised.
With the hope of trying to convince Meridian to hold a Shareholders'
meeting, representatives of the Fund held many discussions with representatives
of Meridian after the October meeting was not held. These discussions continued
through December 1997. After continuing to press Meridian to hold a meeting and
after the Fund's agreement with Westside Investors ("Westside"), which is
described in the following section, broke down in April 1998, the Fund was left
with no alternative but to commence a lawsuit to force Meridian to hold an
annual meeting as the Fund believes Meridian is required to do under California
law and the Declaration. On June 12, 1998, the Fund initiated a lawsuit
captioned Turkey Vulture Fund XIII, Ltd. v. Meridian Point Realty Trust '83
(Sup. Ct. CA. No. 995765) alleging the foregoing facts and requesting that the
Court (1) issue an order directing Meridian to hold an annual Shareholders'
meeting, (2) direct the time and place of such meeting, (3) direct the record
date for determining the Shareholders entitled to vote at such meeting, (4)
order Meridian to pay costs and (5) find such other and further relief as the
Court deems just.
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Finally, on July 21, 1998, in a stipulation filed with the California
court arising from the Fund's lawsuit, the Company agreed to hold its Annual
Meeting, scheduled for September 22, 1998, more than three and a half years
after Meridian's last "Annual" Meeting.
WE ARE SHAREHOLDERS --WE NEED TO KNOW IF
OUR INVESTMENT IS STILL A QUALIFIED REIT
As described below, the Fund has reason to believe that Meridian under
the administration of the current Trustees has lost its legal status as a REIT.
The Trustees, however, have not clearly told the Shareholders the facts. On June
12, 1998, the Fund filed a second complaint, captioned Turkey Vulture Fund XIII,
Ltd. v. Herbert E. Stansbury, Jr., Peter O. Hanson, Lorraine O. Legg, Robert E.
Morgan, James M. Pollack and Doe 1 through Doe 10 (Sup. Ct. CA. No. 995738). The
named defendants are all the current Trustees of Meridian. In this complaint,
the Fund alleges that, among other matters, since August 22, 1997, when Meridian
sold its one remaining property, Meridian has made no investments in real
estate, and its assets have consisted almost exclusively of cash and cash
equivalents, as reported in Meridian's filings with the SEC. After completing
the sale of its last property, Meridian publicly reported that it was
considering several options, including its sale or liquidation.
Based on public information contained in Meridian's filings with the
SEC, the Meridian Committee believes that the liquidation value of Meridian is
between 66 and 69 cents per Share if Meridian did not lose its REIT status in
1997 and between 37 and 40 cents per Share if it did. Assuming Meridian has
maintained its REIT status, the Meridian Committee calculated its estimates of
the liquidation values by starting with Meridian's Shareholders' equity at June
30, 1998 of $2,639,000 and deducting Meridian's own estimates of the costs of
liquidation, which Meridian estimates in its quarterly report on Form 10-Q for
the period ended June 30, 1998 as filed with the SEC, at between $560,000 and
$640,000. The resulting amount available for distribution, which is between
$1,999,000 and $2,079,000, divided by the number of outstanding Shares, or
3,031,618, equals the per Share amount available for distribution, or between 66
and 69 cents per Share. Assuming Meridian has lost its REIT status, the Meridian
Committee calculated the liquidation value in the same manner, except the
Meridian Committee also deducted from Meridian's Shareholders' equity at June
30, 1998 an amount equal to 30% of Meridian's total assets at December 31, 1997,
or $872,217 (total assets of $2,907,391 at December 31, 1997 multiplied by 30%),
which Meridian indicated in its annual report on Form 10-K for the year ended
December 31, 1997 could be equal to the corporate tax liability resulting from a
loss of REIT status. The resulting amount available for distribution assuming
Meridian has lost its REIT status, which is between $1,127,000 and $1,206,703,
divided by the number of outstanding Shares, or 3,031,618, equals the per Share
amount available for distribution, or between 37 and 40 cents per Share.
The complaint further alleges that on February 25, 1998, the Fund and
Westside presented a written proposal to Meridian whereby the current Trustees
would be required to resign and would be replaced by Trustees nominated by the
Fund and Westside. The proposal further called for a Shareholder vote on
whether Meridian should be converted to a perpetual-life REIT and then used as
a vehicle for the acquisition of real estate. Meridian has simply ignored the
Fund's and Westside's proposal and has never responded to the Fund. When
Meridian failed to respond to the Fund, the Fund and Westside entered into an
agreement on March 20, 1998, for the sale of the Fund's Shares to Westside. The
Fund relied upon Meridian's existence and legal status as a REIT in entering
into the transaction with Westside. Because there is inherent value in
qualification and legal status as a REIT, the sale of the Fund's Shares to
Westside was premised on Meridian's standing and qualification as a REIT.
Pursuant to the agreement between the Fund and Westside, Westside agreed to pay
$2.50 per Share for the Fund's Shares. The sale never occurred because, as the
Fund understands, the due diligence investigation performed by Westside
regarding Meridian raised questions about Meridian's continued qualification as
a REIT.
Meridian's legal status as a REIT is dependent in part upon compliance
with tax rules regarding investments by REITs in assets which are qualified
under the Internal Revenue Code of 1986, as amended (the "Code"). The Fund
believes and on that basis alleges in the complaint that Meridian has lost its
legal status as a REIT under the Code because Meridian invested the cash
proceeds of the sale of its last remaining real property in nonqualifying
assets.
Also, the complaint alleges that regardless of whether Shareholders
ultimately decide to convert Meridian to a perpetual-life REIT and continue to
operate it as a REIT, to sell, or to
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liquidate, the Trustees of Meridian owed the Fund a fiduciary duty to preserve
Meridian's legal status as a REIT as defined by the Code. The Fund believes and
on that basis alleges in the complaint that the Trustees have breached their
fiduciary duties to the Fund by failing to preserve Meridian's legal status as a
REIT. The Fund seeks damages from the Trustees in excess of $600,000. The
Trustees of Meridian have filed a motion to dismiss the Fund's complaint. A
hearing in the case has been scheduled for September 24, 1998.
SOLUTIONS TO THE PROBLEMS
The Nominees have substantial experience in investing in, managing and
analyzing real estate. If the Meridian Committee's Nominees are successful in
obtaining control of the Board of Trustees, they are committed to:
(1) Terminating a management contract between Meridian and a
company owned by Meridian's President and Chief Executive
Officer. The Nominees will cause Meridian to hire its own
employees in order to control overhead expenses and cut
overhead costs. (The Meridian Committee has not yet identified
employees to run Meridian.)
(2) Commencing a search for a President and Chief Executive
Officer of Meridian. The President's compensation would be
determined at the time of hiring.
(3) Seeking 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 include the merger or
other combination of Meridian with one or more other real
estate investment companies. The Nominees reserve the right to
consider any type of real estate investment that they believe
would add value to Meridian. However, the Nominees have
identified self-storage facilities as one possible type of
investment that may be suitable for the Company and would
consider a merger with a real estate company that owns
self-storage facilities or the direct purchase of self-storage
facilities to further Meridian's growth. The Meridian
Committee has no plan to sell the Company and has not entered
into any negotiations in connection with such a sale. Nor has
the Meridian Committee entered into any negotiations regarding
any merger between Meridian and, or purchase of Meridian by,
another real estate company. No merger or sale of or purchase
by Meridian involving companies or properties directly or
indirectly controlled by the Nominees can be accomplished
without the approval of the Disinterested Shareholders.
(4) Implementing a continuous, effective Shareholder relations
program, consisting of annual reports and other periodic
information, to keep Shareholders informed about Meridian. The
Meridian Committee would not permit a breakdown of
communication with Shareholders as has happened because no
annual meetings have been held in the last several years and
as appears to have happened regarding Meridian's legal status
as a REIT.
(5) If self-storage facilities are selected by the Nominees as the
vehicle for Meridian's growth, utilizing the experience of
certain Nominees in the self-storage industry to increase
Meridian's profitability. As the general population becomes
more transient and continues to accumulate more possessions as
a result of increased discretionary income, the demand for
self-storage facilities increases. Self-storage facilities are
designed to offer low cost, accessible storage space for
personal and business use on a month-to-month basis. Customers
of the self-storage industry include individuals, ranging from
high income home owners to college students, and commercial
users,
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ranging from sales representatives and distributors, who
require daily access, to small businesses requiring seasonal
storage.
(6) NOT taking any action to impair the status of Meridian as a
REIT under the Code, and if necessary, because of the actions
of the current Trustees, to exercise their best efforts to
restore such status if it has been lost.
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,
to protect or 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 Meridian Committee believes that providing management with the
flexibility to reinvest property sale proceeds in new properties will help
achieve the goal of increasing the Company's value and return to Shareholders.
At this time, the current Board of Trustees of Meridian is requesting that the
Shareholders approve a plan of liquidation. The Meridian Committee believes that
implementation of a growth strategy will be far more profitable to the
Shareholders than liquidation of the Company.
As stated above, the Meridian 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 Meridian 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 REITs or through other strategies that may be developed by the
Meridian Committee. Regardless of the form of such amendment, the Meridian
Committee will seek approval from Meridian's Shareholders prior to amending the
self-liquidating policy. The Meridian Committee expects that your approval will
be sought as soon as practicable after the election. The Meridian Committee has
not, at the present time, adopted any contingency plan in the event the
Shareholders determine not to eliminate the self-liquidating policy.
RISKS FACTORS
Set forth below are certain risks associated with the Meridian
Committee's plan to convert Meridian to a perpetual-life REIT. Shareholders
would have to approve any amendment to the Declaration necessary to accomplish
this conversion.
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LIQUIDATION ALTERNATIVE COULD BE MORE VALUABLE. The current Board is
proposing that Meridian be liquidated in which case the Meridian Committee
believes, based on information in Meridian's public reports, Shareholders would
receive a distribution in an amount equal to as much as 69 cents per Share if
Meridian has not lost its REIT status. Although the Meridian Committee believes
that liquidation of the Company is not as profitable for the Shareholders as the
implementation of a growth strategy, no assurance can be given that converting
Meridian into a perpetual-life REIT will lead to a greater return to
Shareholders.
FUNDAMENTAL CHANGE IN NATURE OF INVESTMENT. Meridian is now organized
as a finite-life, self-liquidating entity. If the Meridian Committee's plans
were to be approved, Shareholders of Meridian will experience a fundamental
change in the nature of their investment.
NO FINANCING. The Meridian Committee has not sought to obtain
financing for the purchase of any properties. Such financing will be sought
if the Meridian Committee is successful in this election, when specific
properties are identified and when the Company is converted to a perpetual-life
REIT. There is no assurance that such financing will be obtained when necessary.
GENERAL REAL ESTATE INVESTMENT RISKS. Real property investments are
subject to varying degrees of risk. Real estate cash flows and related equity
values are affected by a number of factors, including changes in the general
economic climate, local conditions, the quality of management, competition from
other available space, interest rates and the availability of financing.
Meridian's ability to sell assets in order to change its asset base is
effectively restricted by tax rules which impose holding periods for assets and
potential disqualification as a REIT upon certain asset sales.
OPERATING RISKS. If the Meridian Committee is successful in replacing
the Board of Trustees of Meridian, and it elects to purchase self-storage
facilities or merge with a self-storage REIT, the facilities purchased or owned,
as the case may be, will be subject to all operating risks common to the
self-storage facility industry. These include the risks normally associated with
lack of demand for rental spaces in a locale, changes in supply of or demand for
similar or competing facilities in an area and changes in market rental rates.
To a lesser extent, there is risk due to inability to collect rents from tenants
and the need to make routine renovations and repairs.
COMPETITION. There are numerous REITs, other real estate companies and
other owners of real estate that will compete with Meridian in seeking
properties for acquisition and tenants for properties owned.
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THE MERIDIAN COMMITTEE
The members of the Meridian Committee are Richard M. Osborne, Steven A.
Calabrese, Thomas J. Smith, Mark D. Grossi and Marc C. Krantz. As of the date of
this Proxy Statement, members of the Meridian Committee owned of record 587,609
Shares, representing approximately 19.3% of the outstanding Shares. 297,344 of
these Shares are owned by 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 Shares owned by
the Fund.
The Meridian Committee is composed of individuals with substantial
commercial real estate, finance and legal experience. Mr. Osborne has over 30
years of experience in investing and managing real estate. As an investor in
publicly-traded companies, Mr. Osborne believes that when he benefits all
shareholders should benefit. See "We are Shareholders." When incumbent directors
and management have worked together with Mr. Osborne or followed his ideas for
increasing shareholder value, his track record speaks for itself:
1. Brandywine Realty Trust is a REIT trading on the New York Stock
Exchange. In January 1996, Mr. Osborne bought more than 500,000 shares at a time
when the stock was trading at $11.40 - $12.75 (adjusted for a 1-for-3 stock
split). Mr. Osborne served on Brandywine's Board from February 1996 to August
1997. In August 1997, shares of Brandywine common stock traded at between $21.00
and $22.125 per share.
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2. Haverfield Corporation was a financial services holding company
trading on the NASDAQ system. Mr. Osborne bought his first shares in November
1995 at $13.88 per share. As early as February 1996, Mr. Osborne began pressing
management of Haverfield to take action to maximize shareholder value. On
September 19, 1997, Haverfield merged into Charter One Financial, Inc. in a
stock-for-stock exchange in which the shareholders of Haverfield received stock
with a market value of approximately $29.00 per share.
3. On March 12, 1997, Mr. Osborne began purchasing shares of common
stock of Pacific Gateway Properties, Inc., a company specializing in commercial
real estate, for a per share price of $3.99. After acquiring approximately 40%
of the outstanding shares of the company, he was appointed as Chairman of the
Board of Directors of Pacific Gateway in May 1997, at which time Pacific Gateway
common stock was trading at prices between $4.88 and $5.50 per share. On
September 4, 1998, Pacific Gateway common stock closed at $9.875 per share.
4. Mr. Osborne, through the Fund, began purchasing shares of Central
Reserve Life Corporation ("CRLC") in August 1997 at prices between $6.25 and
$6.38 per share. At that time he began discussing business strategies with CRLC
management in an effort to increase value for its shareholders. In July 1998,
the Fund invested an additional $3.2 million in CRLC, making it the holder of
approximately 14% of the CRLC shares of common stock outstanding (assuming the
exercise of certain warrants to purchase common stock held by the Fund). On July
3, 1998, Mr. Osborne was elected to serve on the Board of Directors of CRLC. On
September 4, 1998, CRLC common stock closed at $6.50 per share.
5. Mr. Osborne is Vice-Chairman of the Board of GLB Bancorp, Inc.,
which initially offered its common stock to the public on May 14, 1998 at a
price of $13.00 per share. On September 4, 1998, GLB Bancorp, Inc. common stock
closed at $11.25 per share.
The foregoing is only a summary and does not purport to be a complete
description of Mr. Osborne's investments and business activity. There is no
assurance that the results of the companies listed above was attributable solely
to the efforts of Mr. Osborne, that a continuing investment in Meridian would be
successful, or that Mr. Osborne's success in prior investments would be matched
at Meridian if he and the Meridian Committee were able to gain control of
Meridian.
Additional information concerning the Meridian Committee and the Fund
and the Fund's and Meridian Committee's holdings of Shares is set forth in
Appendix A hereto.
WE ARE SHAREHOLDERS
Neither the Meridian Committee nor the Fund is attempting to benefit
themselves at the expense of any other Meridian Shareholders. Rather, the
Meridian Committee is seeking to increase value for all Shareholders. Neither
the Meridian Committee nor the Nominees will 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, in an amount not
yet determined, payable to a President and Chief Executive Officer of Meridian,
if such position is filled by a Meridian Committee member, (3) payments received
by the Fund and members of the Meridian Committee in their capacity as
-9-
<PAGE> 11
holders of Shares of Meridian, (4) reimbursement from Meridian of the expenses
of the solicitation of proxies or (5) fees that might be paid in connection with
any transaction approved by a majority of the Disinterested 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 Annual Meeting will serve in such capacity until the
1999 Annual Meeting of Shareholders and thereafter until their successors shall
have been elected and qualified. In opposition to the incumbent Board of
Trustees, the Meridian 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 Trustee of
Meridian if elected. The Meridian 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 Meridian Committee.
The following information concerning business address, age, and
principal occupation has been furnished by the Nominees.
-10-
<PAGE> 12
<TABLE>
<CAPTION>
Name and Business Address Principal Occupation for Past Five Years
- ------------------------- ----------------------------------------
<S> <C>
Richard M. Osborne Richard M. Osborne is President and Chief
7001 Center Street Executive Officer of OsAir, Inc., a company
Mentor, Ohio 44060 he founded in 1963. OsAir, Inc. is a
manufacturer of industrial gases for
pipeline delivery and a real property
developer. Mr. Osborne is the sole Manager
of Turkey Vulture Fund XIII, Ltd., which
began operations in January 1995. The Fund
acquires, holds, sells or otherwise invests
in all types of securities and other
instruments. Mr. Osborne is a Director of
TIS Mortgage Investment Company, a
publicly-held real estate investment trust, a
Director of Central Reserve Life Corporation,
a publicly-held insurance holding company, a
Director and Chairman of the Board of Pacific
Gateway Properties, Inc., a publicly-held
real estate company ("Pacific Gateway"), and
a Director and Vice-Chairman of the Board of
GLB Bancorp, Inc., a bank holding company.
Mr. Osborne is the managing member of Liberty
Self-Stor, Ltd., a company which has owned
and operated 28 self-storage facilities.
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 2,000,000
square feet of industrial and commercial space,
over 1,000,000 square feet of retirement homes
and over 1,000,000 square feet of self-storage
facilities. Mr. Osborne is 52 years old.
Steven A. Calabrese Mr. Calabrese's principal business is
1110 Euclid Avenue, Suite 300 serving as managing partner of Calabrese,
Cleveland, Ohio 44115 Racek and Markos, Inc., CRM Construction
Inc., and CRM Environmental Services, Inc.,
firms which specialize in evaluations,
management, construction and environmental
assessment services for commercial and
industrial real estate. Mr. Calabrese is
also a Director of Pacific Gateway. Mr.
Calabrese is 37 years old.
Thomas J. Smith Since 1992, Mr. Smith has been the President
Suite 100 of Retirement Management Company, a company
8500 Station Street engaged in retirement facility
Mentor, Ohio 44060 management. Since April 1, 1996, Mr. Smith
has served as the Executive Operating
Manager of Liberty Self-Stor, Ltd., a
company controlled by Mr. Osborne, which has
owned and operated 28 self-storage
facilities. Mr. Smith is also a Director of
GLB Bancorp, Inc. Mr. Smith is 54 years old.
</TABLE>
-11-
<PAGE> 13
<TABLE>
<CAPTION>
<S> <C>
Mark D. Grossi Mr. Grossi is currently Executive Vice
Charter One Bank, F.S.B. President and a Director of Charter One
1215 Superior Avenue Financial, Inc., a publicly-traded savings
Cleveland, Ohio 44114 and loan holding company, and Executive Vice
President and Chief Retail Banking Officer
of its subsidiary, Charter One Bank. Mr.
Grossi also serves as a Director of Pacific
Gateway. Since prior to 1993, Mr. Grossi has
held various senior executive positions with
Charter One Bank and its predecessor.
Mr. Grossi is 43 years old.
Marc C. Krantz Mr. Krantz is a partner with the law firm of
Kohrman Jackson & Krantz P.L.L. Kohrman Jackson & Krantz P.L.L. and has been
1375 East Ninth Street with that firm for the last five years. Mr.
Cleveland, Ohio 44114 Krantz is a graduate of Dartmouth College
and received his law degree from the
University of Pennsylvania. He is 37 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 Meridian Committee Nominees as members of the Board of Trustees of Meridian
to serve until the 1999 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 Annual 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 Annual 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 Meridian 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 Meridian 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 Meridian Committee to their customers for whom they hold Shares and the
Meridian Committee will reimburse them for their reasonable out-of-pocket
expenses.
-12-
<PAGE> 14
The Meridian Committee has retained Beacon Hill Partners, 90 Broad
Street, New York, New York 10004, to assist in the solicitation of proxies. The
Meridian 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 Meridian Committee anticipates that its total expenditures relating
to the solicitation will be approximately $50,000 (costs represented by salaries
and wages of regular employees of Mr. Osborne will not be included in the costs
of solicitation and no reimbursement will be sought for such costs); total
expenditures to date have been less than $15,000. The entire expense of
preparing, assembling, printing and mailing this Proxy Statement and related
materials and the cost of soliciting proxies for the Nominees proposed by the
Meridian 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 Shareholder approval
for such reimbursement at a subsequent meeting unless such approval is required
under California law.
OTHER MATTERS
The Meridian Committee is not aware of any other matters to be
considered at the Annual Meeting other than the election of Trustees. 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,
September 8, 1998 Meridian `83 Shareholders' Committee for Growth
-13-
<PAGE> 15
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,
who is a member of the Fund, is the beneficial owner of 290,265 Shares,
representing approximately 9.5% of the total Shares outstanding. Mark D. Grossi,
who owns no Shares directly, is also a member of the Fund. No other Nominee is
a member of the Fund.
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. The Operating Agreement requires the vote of a majority-in-interest
to approve an amendment. Because the Richard M. Osborne Trust, an entity
controlled by Mr. Osborne, owns approximately 59% of the Fund, the Operating
Agreement may not be amended without Mr. Osborne's consent. Messrs. Grossi and
Calabrese own approximately 13.8% and 9.1%, respectively, of the membership
interests of the Fund.
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 lack any of the requisite powers of beneficial
ownership, none of them are beneficial owners of the Shares owned by the Fund
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 $800,000 with working capital of the Fund.
The table below sets forth all Shares purchased by the Fund or other
entities controlled by Mr. Osborne, within the past two years, the dates on
which such purchases were made and the number of Shares involved in such
purchases. All Shares controlled by Mr. Osborne (other than Shares already owned
by the Fund) were transferred to the Fund on January 27, 1997 for their then
current market values. Other than as described in the previous sentence, neither
the Fund nor Mr. Osborne sold any Shares during the two year period.
A-1
<PAGE> 16
<TABLE>
<CAPTION>
Number of Shares Date
---------------- ----
<S> <C> <C>
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 on July 24, 1997, at $3.82 per
Share, for a total price of approximately $840,000, and 70,000 Shares on October
17, 1997, at $1.44 per Share for a total price of approximately $100,000. The
funds used for the purchases were loaned to Mr. Calabrese by Mr. Osborne. The
loan bears interest at the prime rate as stated in The Wall Street Journal from
time to time plus 2% and is unsecured. The outstanding principal balance is
approximately $280,000.
Except as otherwise set forth in this Appendix A, neither the Meridian
Committee nor any of the 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 Meridian Committee nor any
of the 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. Other than as described in the Proxy Solicitation, 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 Meridian Committee or any of the
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> 17
IMPORTANT
Your vote is important. No matter how many or how few Meridian Shares
you own, please vote FOR the Meridian Committee's Nominees by signing, dating
and mailing the enclosed WHITE Proxy Card today. The Meridian 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 last 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> 18
PROXY
Meridian Point Realty Trust `83
Annual Meeting of Shareholders
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 Meridian Committee Nominees are:
Richard M. Osborne, Steven A. Calabrese, Thomas J. Smith, Mark D. Grossi and
Marc C. Krantz.
(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 MERIDIAN 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 Annual Meeting of Shareholders of Meridian scheduled
to be held on September 22, 1998, and at any adjournment(s) or postponement(s)
thereof, and revokes all prior proxies with respect to the matters covered by
this proxy.
Date: ________________, 1998
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
