<PAGE>
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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
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 Section 240.14a-11(c) or Section 240.14a-12
MERIDIAN POINT REALTY TRUST '83
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[_] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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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):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[X] 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, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
<PAGE>
MERIDIAN POINT REALTY TRUST '83
Letter to Shareholders, Notice to
Shareholders of Annual Meeting,
Proxy Statement and Proxy Card
for
Annual Meeting of Shareholders
September 22, 1998
<PAGE>
MERIDIAN POINT REALTY TRUST '83
Dear Shareholder:
You are cordially invited to attend the annual meeting of shareholders of
Meridian Point Realty Trust '83 (the "Trust"), to be held on September 22, 1998
at 10:30 a.m., local time, at the Holiday Inn, 750 Kearny Street, San Francisco,
California. Enclosed are a notice of meeting, proxy statement and proxy.
At the annual meeting, you will be asked to (i) elect Trustees of the Trust,
(ii) approve and adopt a plan of complete liquidation and dissolution of the
Trust, (iii) ratify the selection of Arthur Andersen LLP as the independent
auditors for the Trust, and (iv) act upon such other business as may properly
come before the meeting or any postponements or adjournments thereof.
Since the sale by the Trust of its sole remaining interest in real property in
August 1997, which resulted in a $3 per share distribution in September of that
year, the Trustees have been exploring alternatives to liquidation of the Trust
as described in the enclosed proxy statement. The Trustees do not believe that
any other alternatives presented for their consideration will assure the
shareholders greater value than simply liquidating and distributing the Trust's
remaining funds to the shareholders in accordance with the Trust's original
self-liquidating policy. WE HAVE ESTIMATED THAT THIS SHOULD RESULT IN YOU
RECEIVING A FINAL DISTRIBUTION OF FROM $0.50 TO $0.63 PER SHARE.
You will also be receiving proxy materials from the Meridian '83 Shareholders'
Committee for Growth suggesting that you vote for its nominees. The Committee,
led by Mr. Richard Osborne, who manages the Turkey Vulture Fund XIII, Ltd., owns
about 19% of the shares of the Trust. Its nominees say they will seek to
eliminate the self-liquidating policy of the Trust and convert the Trust into a
perpetual-life real estate investment trust, in which case you would continue
your investment as shareholders. We understand that they have in mind a merger
with a company that owns self-storage facilities or the direct purchase of
self-storage facilities, including those controlled by the Committee's nominees.
But they have not been forthcoming with any details, at least so far.
The choice of liquidating the Trust and receiving a cash distribution or
retaining your investment in the Trust is up to you. We cannot, in good faith,
endorse the election of Mr. Osborne and his colleagues because we have no
information about their plans that would justify our doing so. OUR
RECOMMENDATION IS THAT YOU VOTE YOUR SHARES TO REELECT THE CURRENT TRUSTEES AND
TO APPROVE THE PLAN OF LIQUIDATION.
Very truly yours,
/s/ Herbert E. Stansbury, Jr.
Herbert E. Stansbury, Jr.
Chairman of the Board of Trustees
APPROVAL OF THE PLAN OF LIQUIDATION WILL REQUIRE THE AFFIRMATIVE VOTE OF HOLDERS
OF A MAJORITY OF THE TRUST'S SHARES. YOUR FAILURE TO VOTE WILL BE EQUIVALENT TO
A VOTE AGAINST APPROVAL AND ADOPTION OF THE PLAN. ACCORDINGLY, PLEASE COMPLETE,
DATE, SIGN AND PROMPTLY RETURN THE ENCLOSED GOLD PROXY CARD IN THE ENCLOSED
POSTAGE-PAID ENVELOPE.
<PAGE>
Meridian Point Realty Trust '83
Notice to Shareholders of Annual Meeting
to be Held on September 22, 1998
PLEASE TAKE NOTICE that the annual meeting of shareholders of Meridian
Point Realty Trust '83, a California business trust (the "Trust"), will be held
on September 22, 1998 at 10:30 a.m., local time, at the Holiday Inn, 750 Kearny
Street, San Francisco, California (the "Annual Meeting") to consider and vote on
the following matters:
1. Election of five trustees of the Trust (the "Trustees") to serve until
the earlier of the complete liquidation of the Trust or the next annual meeting
of shareholders and the election and qualification of their successors;
2. Approval and adoption of a proposed plan for the Trust's complete
liquidation and dissolution;
3. Ratification of the Board of Trustees' selection of Arthur Andersen LLP
as the Trust's independent auditors for the Trust for the year ending December
31, 1998; and
4. Such other business as may properly come before the Annual Meeting or
any postponements or adjournments thereof.
These matters are fully discussed in the attached Proxy Statement. The
Trust's Annual Report on Form 10-K for the year ended December 31, 1997, as
amended by Form 10-K/A, and its Quarterly Report on Form 10-Q for the quarter
ended June 30, 1998, accompany this Notice and the Proxy Statement.
Only shareholders of record at the close of business on August 4, 1998, the
record date for the Annual Meeting, will be entitled to notice of, and to vote
at, the Annual Meeting or any postponements or adjournments thereof.
A majority of the Trust's outstanding shares entitled to vote must be
represented at the Annual Meeting in order to constitute a quorum. WHETHER OR
NOT YOU PLAN TO BE PRESENT, PLEASE COMPLETE, DATE, SIGN, AND RETURN THE ENCLOSED
GOLD PROXY CARD.
You may revoke your proxy at any time before it is voted by filing with the
Trust a written revocation or a duly executed proxy bearing a later date. If
you are present at the Annual Meeting and vote in person, your proxy will not be
used.
BY ORDER OF THE TRUSTEES,
/s/ John E. Castello
John E. Castello, Secretary
San Francisco, California
September 2, 1998
- i -
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MERIDIAN POINT REALTY TRUST '83
_______________
PROXY STATEMENT
_______________
The enclosed proxy (the "Proxy") is being solicited from the shareholders
of Meridian Point Realty Trust '83, a California business trust (the "Trust"),
on behalf of the Trust's Board of Trustees (the "Trustees") for use at the
annual meeting of the Trust's shareholders to be held at the Holiday Inn, 750
Kearny Street, San Francisco, California, at 10:30 a.m., local time, on
September 22, 1998, and at any postponements or adjournments thereof (the
"Annual Meeting"). The Trust is mailing this Proxy Statement and the
accompanying Notice to Shareholders of Annual Meeting and Proxy on or about
September 2, 1998, to all shareholders entitled to notice of, and to vote at,
the Annual Meeting. The Trust's principal executive offices are located at 655
Montgomery Street, Suite 800, San Francisco, California 94111. Its telephone
number is 415-981-4900.
At the Annual Meeting, shareholders will be asked (i) to elect trustees of
the Trust, (ii) to approve and adopt a plan of complete liquidation and
dissolution of the Trust, (iii) to ratify the selection of Arthur Andersen LLP
as the independent auditors for the Trust and (iv) to act upon such other
business as may properly come before the meeting or any postponements or
adjournments thereof.
The Trust is a self-liquidating, finite-life business trust which commenced
its operations in 1983 and elected to operate as a "real estate investment
trust" for federal income tax purposes. Pursuant to its self-liquidating
policy, net proceeds of the sale or refinancing of the Trust's properties are to
be distributed to shareholders rather than reinvested in additional properties.
In February 1996, the Trust sold the interests in all but one of its properties
(the Charleston property) to Meridian Industrial Trust, Inc. ("MIT") and in
March 1996 distributed cash and the MIT shares it received in the sale to its
shareholders. In August 1997, the Trust sold the Charleston property, following
which it made another cash distribution to its shareholders. The Charleston sale
placed the Trust in a position to wind up and dissolve.
At the time of the sale of the Charleston property, the Trust announced
that the Board of Trustees was in the process of evaluating options, including
the sale or liquidation and termination of the Trust. During this period, the
Trustees authorized the solicitation of proposals for sale of the Trust and
engaged in negotiations with a view to realizing greater value for the
shareholders than they might receive in a liquidation. After careful
consideration of the various proposals, the Trustees have concluded that
liquidation is the most expedient and most practicable means of maximizing
shareholder value and, accordingly, have approved a Plan of Complete Liquidation
and Dissolution (the "Plan"). The Trustees recommend its approval and adoption
by the shareholders of the Trust. If the current Trustees are reelected and the
shareholders approve and adopt the Plan, the Trustees intend to implement the
Plan, wind up and dissolve the Trust and distribute to the shareholders the
funds remaining after paying or providing for the
- ii -
<PAGE>
Trust's liabilities and potential liabilities. ASSUMING THAT NO ADDITIONAL
CLAIMS AGAINST THE TRUST OR THE TRUSTEES ARE MADE AND THERE ARE NO LIQUIDATION
EXPENSES OR CONTINGENCY RESERVES OTHER THAN THOSE CURRENTLY CONTEMPLATED BY THE
TRUST, THE TRUST EXPECTS TO MAKE DISTRIBUTIONS TO SHAREHOLDERS TOTALING BETWEEN
$0.50 AND $0.63 PER SHARE WITHIN THE NEXT SIX MONTHS. See "Proposal Two -
Approval and Adoption of Plan of Complete Liquidation and Dissolution -
Background and Reasons for the Plan."
The Meridian '83 Shareholders' Committee for Growth will be distributing
proxy materials suggesting that shareholders vote for its slate of nominees for
all five positions on the Board of Trustees. The Committee, led by Mr. Richard
Osborne, who manages the Turkey Vulture Fund XIII, Ltd., owns about 19% of the
shares of the Trust. Its nominees say they will seek to eliminate the self-
liquidating policy of the Trust and convert the Trust into a perpetual-life real
estate investment trust, in which case shareholders would continue their
investment in the Trust. The Trustees understand that they have in mind a merger
with a company that owns self-storage facilities or the direct purchase of
self-storage facilities, including those controlled by the Committee's nominees.
THE TRUSTEES RECOMMEND THAT THE SHAREHOLDERS VOTE THEIR SHARES TO REELECT THE
CURRENT TRUSTEES AND TO APPROVE AND ADOPT THE PLAN. IF THE CURRENT TRUSTEES ARE
NOT REELECTED AND THE PLAN IS NOT APPROVED AND ADOPTED BY THE SHAREHOLDERS, THE
PROSPECT OF FUTURE CASH DISTRIBUTIONS TO SHAREHOLDERS, AT LEAST IN THE NEAR
TERM, IS UNCERTAIN.
THIS PROXY STATEMENT CONTAINS CERTAIN "FORWARD-LOOKING" STATEMENTS WITHIN
THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 THAT ARE
SUBJECT TO THE SAFE HARBOR CREATED BY THAT ACT. SUCH FORWARD-LOOKING STATEMENTS
INCLUDE, WITHOUT LIMITATION, THE STATEMENTS REGARDING THE EXPECTED RANGE OF THE
DISTRIBUTIONS TO BE MADE BY THE TRUST. BECAUSE SUCH STATEMENTS INVOLVE
UNCERTAINTIES, THERE ARE FACTORS DESCRIBED HEREIN THAT COULD CAUSE THE
ESTIMATES TO DIFFER MATERIALLY FROM THOSE EXPRESSED.
- iii -
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
INFORMATION CONCERNING THE ANNUAL MEETING................................ 1
Date, Time and Place................................................ 1
Record Date, Voting Rights and Outstanding Shares................... 1
Revocability of Proxies............................................. 1
GENERAL TRUST INFORMATION................................................ 2
Security Ownership of Certain Beneficial Owners
and Principal Shareholders........................................ 2
Trustees and Committees............................................. 3
Board and Committee Meetings........................................ 3
Compensation of Trustees............................................ 4
Compensation of Executive Officers.................................. 4
Certain Relationships and Related Transactions...................... 4
Market for Shares................................................... 5
Section 16(a) Beneficial Ownership Reporting Compliance............. 6
PROPOSAL ONE - ELECTION OF TRUSTEES...................................... 6
- ------------
General............................................................. 6
Nominees............................................................ 6
Additional Information Concerning Nominees.......................... 8
PROPOSAL TWO - APPROVAL AND ADOPTION OF PLAN OF COMPLETE
- ------------
LIQUIDATION AND DISSOLUTION.............................................. 9
Introduction........................................................ 9
Background and Reasons for the Plan................................. 9
Distributions....................................................... 13
Effect on Trading and Registration.................................. 13
Summary of the Plan................................................. 14
Accounting Treatment................................................ 18
Certain Federal Income Tax Consequences of Liquidation.............. 18
Interests of Certain Persons in Matters to be Acted Upon............ 19
PROPOSAL THREE - RATIFICATION OF SELECTION OF
- --------------
INDEPENDENT AUDITORS..................................................... 20
SHAREHOLDER PROPOSALS.................................................... 20
</TABLE>
- iv -
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<TABLE>
<S> <C>
MISCELLANEOUS............................................................ 20
OTHER BUSINESS........................................................... 21
APPENDIX MERIDIAN REALTY TRUST '83 PLAN OF COMPLETE
LIQUIDATION AND DISSOLUTION.............................................. A-1
</TABLE>
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<PAGE>
INFORMATION CONCERNING THE ANNUAL MEETING
DATE, TIME AND PLACE
The Annual Meeting will be held at 10:30 a.m., local time, on September 22,
1998, at the Holiday Inn, 750 Kearny Street, San Francisco, California.
RECORD DATE, VOTING RIGHTS AND OUTSTANDING SHARES
Only shareholders of record at the close of business on August 4, 1998 (the
"Record Date") are entitled to notice of, and to vote at, the Annual Meeting.
At the close of business on the Record Date, the Trust had 3,031,618 shares of
beneficial interest issued and outstanding and entitled to vote. Each
outstanding share is entitled to one vote for each matter to be voted upon at
the Annual Meeting.
The presence at the Annual Meeting in person or by proxy of the holders of
a majority of the shares outstanding and entitled to vote at the close of
business on the Record Date is necessary to constitute a quorum for the
transaction of business.
In determining the presence of a quorum, shares represented by proxies that
reflect abstentions will be treated as present and entitled to vote. For a
proposal that requires approval of a majority of "votes cast," abstentions do
not constitute a vote "for" or "against" the proposal and thus will be
disregarded in the calculation of "votes cast." For a proposal that requires
approval of a majority of the outstanding shares, abstentions are effectively
treated as a "no" vote.
In determining the presence of a quorum, "broker non-votes"(i.e., votes
submitted by proxy or in person by brokers or nominees which specify that
instructions have not been received from the beneficial owners or persons
entitled to vote and as to which the broker or nominee thus does not have
discretionary power to vote on a particular matter) will be treated as present
and entitled to vote. However, for purposes of determining the outcome of any
matter as to which the broker has indicated on the Proxy that it does not have
discretionary authority to vote, those shares will be treated as not present and
not entitled to vote with respect to that matter (even though those shares are
considered entitled to vote for quorum purposes and may be entitled to vote on
other matters). For those proposals that require approval of a majority of the
outstanding shares, "broker non-votes" are effectively treated as a "no" vote.
Shares represented by properly executed and returned Proxies, unless
revoked, will be voted at the Annual Meeting in accordance with the instructions
thereon. If a Proxy contains no instructions, it will be voted (i) FOR the
election as Trustees of the persons specified on the Proxy, (ii) FOR the
approval and adoption of the proposed plan for the Trust's dissolution and
complete liquidation, (iii) FOR the ratification of the Trustees' selection of
Arthur Andersen LLP as the Trust's independent auditors for the year ending
December 31, 1998, and (iv) in the discretion of the proxy holders as to any
other matter that properly may come before the Annual Meeting. Management has
not received notice of any matter, other than those described in this Proxy
Statement, that will be presented for consideration at the Annual Meeting.
REVOCABILITY OF PROXIES
Any person giving a Proxy pursuant to this solicitation has the power to
revoke it at any time before it is voted either (i) by filing with the Trust at
its principal executive offices a written notice of revocation or
-1-
<PAGE>
a duly executed Proxy bearing a later date, or (ii) by attending the Annual
Meeting and electing to vote in person. Mere attendance at the Annual Meeting
will not have the effect of revoking a Proxy.
GENERAL TRUST INFORMATION
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND PRINCIPAL SHAREHOLDERS
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 Trust 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.
<TABLE>
<CAPTION>
Amount of Shares
Beneficially Owned Percent
Name and Address Directly or Indirectly (1) of Class
- ----------------------------------------------------------------------------------------------
<S> <C> <C>
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)
235 Moore Street
Hackensack, New Jersey 07601
Lorraine O. Legg 1,000 (5) (7)
655 Montgomery Street
Suite 800
San Francisco, California 94111
Robert E. Morgan - -
7 San Sebastian
Newport Beach, California 92660
James M. Pollak 1,000 (6) (7)
Post Office Box 1308
Ennis, Montana 59729
Herbert E. Stansbury, Jr. - -
11 La Salle Avenue
Piedmont, California 94611
All Trustees and executive officers as a group 5,640 (5)(6) (7)
(6 persons)
</TABLE>
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<PAGE>
____________________
(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.
(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%.
TRUSTEES AND COMMITTEES
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 exercise any of the Board's powers
over the Trust'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 Trust'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 Trust's Secretary in writing, identifying
the candidate and setting forth the candidate's qualifications and relevant
biographical data.
BOARD AND COMMITTEE MEETINGS
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
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<PAGE>
Board committees on which he or she served during the periods that he or she
served on those committees.
COMPENSATION OF TRUSTEES
Trustees' Annual Fees. The Company pays each independent Trustee an annual
---------------------
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
---------------
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
--------------------------------
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 Trust'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
------------
liaison for the Trustees with respect to the negotiations and sale of the
Charleston property.
Reimbursement. All Trustees are reimbursed for reasonable travel and other
-------------
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 Associates ("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.
COMPENSATION OF EXECUTIVE OFFICERS
Since February 23, 1996, the Trust has had no employees and no compensation
has been paid to its executive officers. At that time, the Trust entered into
an agreement with E&L as described below. In addition to Ms. Legg, who is
President and Chief Executive Officer of the Trust, the other executive officer
of the Trust is John E. Castello, Executive Vice President, Chief Financial
Officer and Secretary. Michael Gilbert was Vice President Real Estate during
1997 and early 1998.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Effective February 24, 1996, the Trust entered into an agreement with E&L
to provide property management and certain other administrative services to the
Trust. 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
Charleston property (see "Proposal Two - Approval of Plan of Complete
Liquidation and Dissolution - Background and Reasons for the Plan"), 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 Trust'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 Trust.
-4-
<PAGE>
MARKET FOR SHARES
Until January 9, 1998, the principal market on which the shares were quoted
was the National Market System of the Nasdaq Stock Market. Thereafter, the
shares began trading on the Small Cap Market of the Nasdaq Stock Market. The
listing symbol of the shares is MPTBS.
As of July 31, 1998, the Company had outstanding a total of 3,031,618
shares. As of the same date, these shares were held by approximately 2,560
holders of record (this figure does not reflect beneficial ownership of shares
held in nominee names).
The following table sets forth the published high and low closing sales
prices for the shares during each calendar quarter for 1996 and 1997 and the
first two calendar quarters of 1998 (amounts in dollars).
<TABLE>
<CAPTION>
Calendar Quarter High Low
- ---------------- ---- ---
<S> <C> <C>
1996
----
First 3-3/4 0-1/2
Second 2-1/8 1
Third 2-3/8 1-3/8
Fourth 3 2
1997
----
First 3-1/2 2-7/8
Second 3-5/8 2-5/8
Third 4-1/4 0-13/16
Fourth 1-1/2 1
1998
----
First 1-1/2 0-7/8
Second 1-9/16 0-7/8
</TABLE>
On August 28, 1998, the last reported price for the Trust's shares on the
Nasdaq Small Cap Market was $0-7/8.
The Trust suspended the payment of dividends in the fourth quarter of 1992
with the goal of preserving and enhancing its future liquidity. However, as a
result of the sale of the bulk of its properties in February 1996, the Trust
paid a dividend on March 22, 1996 of $1,000,434 in cash (or $0.33 per share) and
390,360 shares of MIT common stock (or 0.1287 of a share of MIT common stock per
Trust share) to shareholders of record at the close of business on March 12,
1996. In August 1997, the Trust sold its remaining property and on September
12, 1997, paid a cash dividend of $9,094,854 (or $3.00 per Trust share) to
shareholders of record on September 2, 1997.
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<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Trust's trustees and executive officers, and any 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
Trust's securities. The Company believes that all Section 16(a) filing
requirements applicable to such persons were complied with during 1997.
PROPOSAL ONE - ELECTION OF TRUSTEES
------------
GENERAL
The Board has nominated Peter O. Hanson, Lorraine O. Legg, Robert E.
Morgan, James M. Pollak and Herbert E. Stansbury, Jr. to serve as members of the
Trust's Board until the earlier of (i) the complete liquidation of the Trust or
(ii) the next annual meeting of the shareholders and the election and
qualification of their successors. The number of Trustees is currently fixed at
five. Accordingly, shareholders should vote for no more than five Trustees.
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 Trust
nor is himself or herself performing services for the Trust other than as a
Trustee. Four of the nominees named below would be "Independent Trustees."
Each of the persons listed below as nominees currently are Trustees of the
Trust whose present terms expire at the Annual Meeting. Each nominee has agreed
to serve if elected, and management has no reason to believe that any nominee
will be unavailable to serve. Unless otherwise instructed, the proxy holders
will vote the Proxies received by them for the election of the nominees named
below. However, if any nominee becomes unavailable for election for any reason,
the shares represented by those Proxies will be voted for any substitute nominee
designated by the Trustees. Assuming that a quorum is present, the nominees who
receive the five highest number of affirmative votes and the affirmative vote of
not less than a majority of the votes cast at the Annual Meeting will be elected
as Trustees. Shareholders do not have the right to cumulate their votes in the
---
election of Trustees.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" EACH NOMINEE LISTED BELOW.
IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, PROXIES SOLICITED IN CONNECTION
WITH THIS PROXY STATEMENT WILL BE SO VOTED.
NOMINEES
The following summary indicates each nominee's age, current position with
the Trust 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
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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 has served as a Trustee of the Trust 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 Trust 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 Company 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 Trust since March 1993.
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 Trust from 1982 to 1986 and since 1991.
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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 its 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 a 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 Trust since 1988 and Chairman since 1991.
ADDITIONAL INFORMATION CONCERNING NOMINEES
The business addresses of the nominees and information concerning the share
ownership of the nominees can be found under "General Trust Information -
Security Ownership of Certain Beneficial Owners and Principal Shareholders."
Within the last two years, Ms. Legg has been the only nominee 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. During the
period from May 15, 1998 through June 1, 1998, in a series of sales, Mr.
Hanson's spouse sold a total of 10,300 shares as to which Mr. Hanson disclaimed
beneficial ownership; the sales occurred on the following dates: 5,000 shares
were sold on May 15, 2,000 shares on May 19, 500 shares on May 21, 900 shares on
May 26, 900 shares on May 27, and 1,000 shares on June 1.
Except as otherwise set forth in this Proxy Statement, none of the
nominees, any "associate" of a nominee or any other person who may be deemed a
"participant" in the proxy solicitation is the beneficial or record owner of any
shares of the Trust, nor are any of them the beneficial owners of any class of
securities of any parent or subsidiary of the Trust.
Except as otherwise set forth in this Proxy Statement, none of the
nominees, any "associate" of a nominee 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 securities of
the Trust.
Except as otherwise set forth in this Proxy Statement, none of the
nominees, any "associate" of a nominee or any other person who may be deemed a
"participant" in the proxy solicitation has any arrangement or understanding
with any person (A) with respect to any future employment by the Trust or its
affiliates or (B) with respect to any future transactions to which the Trust or
any of its affiliates will or may be a party.
Other than as described in this Proxy Statement, there has not been any
transaction since the beginning of the Trust's last fiscal year and there is not
currently any proposed transaction to which the Trust is a party, in which any
nominee, any immediate family member of a nominee or any other person who may be
deemed a "participant" in the proxy solicitation had or will have a direct or
indirect material interest.
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None of the nominees has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the past ten years.
PROPOSAL TWO - APPROVAL AND ADOPTION OF
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PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION
INTRODUCTION
In August 1997, the Trust sold its remaining interest in real property,
which placed it in a position to wind up and dissolve. As discussed below, the
Trustees investigated various alternatives, including the sale or liquidation of
the Trust. On December 12, 1997, the Trustees unanimously voted to approve the
Plan of Complete Liquidation and Dissolution (the "Plan"), a copy of which is
attached to this Proxy Statement as an Appendix. The Trust's organizational
documents require the affirmative vote of not less than a majority of the shares
outstanding for the adoption of the Plan.
If the Plan is approved and adopted by the shareholders and the current
Trustees are reelected, the Trustees intend to pay or otherwise provide for all
the Trust's debts, obligations and liabilities (including contingent
liabilities), to distribute the remaining funds of the Trust to the shareholders
and otherwise to liquidate and wind up the affairs of the Trust. Following the
Trust's final liquidating distribution, the Trustees will file with the Trust's
records a document setting forth the fact of the Trust's termination, and those
records will be closed. In accordance with Section 8.2 of the Declaration of
Trust, the Trustees will then be discharged from all further liabilities and
duties with respect to the Trust, and the rights, interests and obligations of
the shareholders will cease. The terms and conditions on which the Trust's
liquidation will take place and the procedures that will be followed are
described in greater detail below and in the Plan.
If the current Trustees are not reelected or the Plan is not approved and
adopted by the shareholders, the prospect of future cash distributions to
shareholders, at least in the near term, is uncertain.
If the present Trustees are reelected and the Plan is not adopted by the
shareholders, the Trustees will explore the alternatives then available for the
future of the Trust. However, they believe there are no feasible alternatives
to liquidation at the present time that are likely to assure greater shareholder
value. In addition, the Trustees believe that, because of continuing public
reporting compliance and overhead costs, a failure to liquidate promptly in
accordance with the provisions of the Declaration of Trust and the Plan could
reduce, if not eliminate, the likelihood or amount of any liquidating
distributions to shareholders.
BACKGROUND AND REASONS FOR THE PLAN
The Trust is a self-liquidating, finite-life business trust which commenced
its operations in 1983 and elected to operate as a "real estate investment
trust" (a "REIT") for federal income tax purposes. Pursuant to the Trust's self-
liquidating policy as set forth in the Trust's organizational documents, net
proceeds of the sale or refinancing of the Trust's properties are to be
distributed to shareholders rather than reinvested in additional properties. As
a result of this self-liquidating policy, at the time the Trust commenced
operations its anticipated duration was seven to ten years, although the exact
timing and extent of liquidating distributions were subject to various factors,
including the real estate market and general economic conditions.
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The Trust's objective was to make equity investments in income-producing
industrial and commercial real estate in selected areas of projected growth in
the United States. Prior to February 23, 1996, the Trust had interests in ten
properties, all but one of which (the Charleston property) were sold on that
date to MIT. As a result of this sale, the Trust paid a dividend on March 22,
1996 of $1,000,434 in cash (or $0.33 per share) and 390,360 shares of MIT common
stock (or 0.1287 of a share of MIT per Trust share) to shareholders of record on
March 12, 1996. At that time, the Trust stated that its principal objective was
to sell the Charleston property, adopt a plan of liquidation, distribute its net
assets to its shareholders and then liquidate.
In November 1996, the Board of Trustees engaged in a discussion about the
possibility of enhancing shareholder value by sale of the Trust after selling
the Charleston property. An investment banker was interviewed and offered to
locate a purchaser for the Trust and to negotiate and handle the sale. As the
prospect of selling the Charleston property improved in the middle of 1997, the
Board consulted further with the investment banker about the process of selling
the Trust and considered whether this should be pursued. On July 8, 1997, the
investment banker was engaged to seek potential buyers of the Trust.
During this period, the Trust received from Turkey Vulture Fund XIII, Ltd.
(the "Turkey Vulture Fund"), managed by Mr. Richard M. Osborne, requests for a
shareholder list, for an annual meeting of shareholders, and for a special
meeting of shareholders for the removal and election of trustees. The Turkey
Vulture Fund had acquired a significant number of shares of the Trust in July
1996. In July 1997, the Turkey Vulture Fund amended the Schedule 13D it had
filed with the Securities and Exchange Commission to the effect that the Turkey
Vulture Fund and Mr. Osborne intended to work together with Messrs. Calabrese
and Meredith and the Trust's management to create value for the shareholders.
Their stated intention was to try to convince management to take steps to have
the shareholders convert the Trust to a perpetual-life REIT.
When the sale of the Charleston property became imminent, the Trustees
discussed the progress being made to explore selling the Trust as an alternative
to liquidation and termination. On August 14, 1997, the President of the Trust
fixed October 9, 1997 as the date for a special meeting of shareholders. The
Trustees determined at that time that they would review in mid-September the
level of interest expressed by parties contacted by the Trust's investment
banker. It was believed that the Trustees could then better evaluate the
alternatives of either selling or liquidating the Trust. The Trustees weighed
each of the alternatives presented against the relative certainty of the
shareholders receiving a cash distribution within an anticipated range in the
near future. They also recognized that the feasibility of implementing an
alternative plan would depend to a great extent upon the involvement or support
of the Turkey Vulture Fund.
On August 21, 1997, the Trust sold the Charleston property consisting of
six research and light industrial buildings, totaling 119,041 square feet of
space on an eight-acre site adjacent to the Bayshore Freeway in Mountain View,
California. The total sales price was $13,000,000 less a $1,350,000 credit for
estimated environmental remediation work and related costs resulting in a net
sales price of $11,650,000. The Trust realized a gain of approximately
$4,349,000 on the sale. The Trust announced at the time of the sale that the
Board of Trustees was in the process of evaluating the options available,
including sale or liquidation of the Trust. Following the sale, the Trust's
assets consisted almost exclusively of cash and cash equivalents and its only
income was from investment of its remaining funds. Accordingly, the Board of
Trustees declared a dividend in the amount of $3.00 cash per share, which was
paid on or about September 12, 1997 to shareholders of record on September 2,
1997. The rest of the funds were held pending a decision
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by the Trustees as to the best course of action to pursue. No separate
valuations were obtained by the Trustees in connection with making this
decision.
During this period, the investment banker was making inquiries and seeking
from various parties, including Mr. Osborne, indications of interest in
purchasing the Trust. At a meeting of the Board of Trustees on September 19,
1997, the investment banker reported on the status of his inquiries. On October
6, 1997, he provided the Trustees with details on those expressing an interest,
his evaluation of the prospects and the results of his due diligence. This was
continued on October 8, 1997, at which time several Trustees arranged to meet
with a few of the prospects. In view of this activity and the expressions of
interest, the special meeting of shareholders was not held on October 9, 1997.
Negotiations ensued with one of the prospects over a proposed structure
that included the issuance of additional stock by the Trust for cash, the
issuance of warrants and the allocation of values in connection with the
contribution of properties for shares. In the next few weeks, the proposal for
issuance of shares and warrants was dropped and contact was made by the prospect
with Mr. Osborne about the possibility of purchasing his shares and those of
others associated with him. Since Mr. Osborne was then unwilling to sell his
shares, the issuance of stock by the Trust was again raised. The Trustees were
not agreeable to such an issuance because, among other things, it appeared to be
inconsistent with the self-liquidating nature of the Trust. As a consequence,
this proposal was withdrawn on November 21, 1997.
The Trustees met on November 21, 1998, and subsequently the investment
banker was provided with a request for proposal form that had been developed by
the Trust. The request for proposal asked for information geared to evidencing
the enhancement of value to the shareholders and the protection of the Trust's
assets from being dissipated. On December 8, 1997, a response was received from
one prospect and the Trustees reviewed and rejected the proposal at a meeting on
December 12, 1997. The Trustees also reviewed other alternatives, including the
status of discussions with other parties who had earlier expressed an interest,
including Mr. Osborne. It did not appear to the Trustees that any of these
alternatives were promising under the circumstances. Having concluded that the
alternatives to proceeding with liquidation of the Trust were not as likely to
assure greater value for shareholders, the Trustees adopted the Plan and
determined to proceed with liquidation, including holding an annual meeting of
shareholders to elect Trustees and to vote on the Plan. The Trust issued a
press release on December 16, 1997, announcing the adoption of the Plan by the
Trustees and the proposed submission of the Plan for consideration by the
shareholders at an annual meeting to be held in 1998.
During this period, counsel for the Trust and counsel for Mr. Osborne were
working on an agreement to facilitate the holding of an annual meeting and
regulating the costs and the conduct of the respective parties in connection
with a meeting. At the end of September 1997, the Trust provided a shareholder
list to Mr. Osborne's counsel.
Between December 15, 1997, and January 8, 1998, two parties revised their
proposals and another party from Portland, Oregon indicated an interest in
exploring an offer. A meeting of the Board of Trustees was held on January 10,
1998, at which these proposals were considered. It was pointed out that none of
them adequately addressed the issues covered by the request for proposal. In
analyzing these proposals, the Trustees were concerned over the risk to
shareholders in comparison with a liquidation, but determined that management
should contact these parties to see whether a transaction more favorable to the
shareholders might be possible. In the meantime, plans were proceeding to hold
an annual meeting.
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In subsequent conversations with the various parties, the interest of all
but the Portland group waned. On February 5, 1998, the Portland group submitted
a revised letter and term sheet to the Trust. The Trust also received a copy of
a letter of intent dated February 24, 1998 between Richard Osborne and an
investor from Atlanta, Georgia. This letter contemplated, among other things,
certain financing and other plans for the Trust and the resignation of the
current Trustees. On March 5, 1998, the Trustees met to consider these new
developments. The Trustees were informed that representatives of the Portland
group were discussing with Mr. Osborne a purchase of the shares held by the
Turkey Vulture Fund and certain others. The consensus of the Trustees was that
nothing presented should cause the Trust to deviate from its intention to
proceed with an annual meeting and implement the Plan. The Trustees expressed
concern over endorsing anyone under circumstances where there was uncertainty
about the future of the Trust and whether the shareholders would benefit.
On March 10, 1998, the Portland group revised its proposed term sheet,
which called for a limited tender offer and declaration of a dividend, and later
made a request for due diligence materials. The Trustees met on March 12, 1998,
and representatives of the Portland group explained to them the terms of their
proposal, as well as their discussions with Mr. Osborne. The Trustees then went
over the March 10th term sheet, discussed certain of the terms with
representatives of the Portland group and imposed outside dates by which certain
events, including the purchase by the Portland group of the shares held by the
major shareholders, would have to occur if an agreement were to be reached with
the Trust.
The Trust was furnished a copy of a letter dated March 20, 1998, providing
for the sale by the Turkey Vulture Fund and certain other major shareholders of
their shares to the Atlanta investor. On March 25, 1998, the Trust entered into
a confidentiality agreement with the Atlanta investor. On March 30, 1998, the
Trust was advised that the Atlanta investor's purchase of shares owned by the
Turkey Vulture Fund and others would not be concluded. The Trust then entered
into a confidentiality agreement with the Portland group on March 31, 1998.
On April 3, 1998, a group from Texas submitted a letter indicating a desire
to explore a transaction and urged the Trustees to hold off implementing the
Plan. Another letter dated April 22, 1998, was received from the Texas group,
which had been in contact with Mr. Osborne. The Trust was later informed that
the Portland group was no longer interested in pursuing a transaction with the
Trust. The interest of the Texas group appeared to continue and it again
affirmed discussions with Mr. Osborne about the purchase of his shares. The
Trust has heard nothing from the Texas group since July 15, 1998, and it is
assumed that it no longer has an interest in a transaction with the Trust. There
are at present no open offers being considered by the Trust and there have been
no ongoing purchase-related discussions between the Trust and third parties
since mid-July 1998.
On June 16, 1998, the Trust was informed of the filing on June 12, 1998, of
two lawsuits by the Turkey Vulture Fund in the California Superior Court in San
Francisco. One lawsuit seeks to compel the Trust to hold an annual meeting of
shareholders, and the other lawsuit seeks monetary damages from the Trustees of
approximately $600,000 for breach of fiduciary duty for allegedly failing to
preserve the Trust's REIT status. The Trust has not held an annual meeting of
shareholders to elect trustees since February 10, 1995. However, a special
meeting was held in February 1996, at which the shareholders approved the sale
of all but the Charleston property for cash and stock of MIT. An attempt was
then made to find a buyer for the Charleston property with the expectation that
the Trust would be liquidated. As discussed above, the Trustees began exploring
alternatives to liquidation prior to closing the sale of the Charleston
property,
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which occurred in August 1997, and they deferred holding a meeting of
shareholders until it could be finally determined whether any of the
alternatives were feasible and could assure shareholders greater value than they
might receive on liquidation of the Trust. On July 1, 1998, the Board of
Trustees adopted resolutions to hold the Annual Meeting of Shareholders to
consider and vote on, among other things, the election of trustees and approval
and adoption of the Plan.
DISTRIBUTIONS
At June 30, 1998, the Trust had total assets of $2,648,661, including
$573,986 of cash and cash equivalents and a $2,019,461 investment in mortage-
related assets. Under the Plan, any distributions to the shareholders will be
made at such time or times and on such terms as are determined by the Trustees.
The amounts will depend upon the amounts deemed necessary or appropriate to pay
or adequately provide for the Trust's fixed and contingent debts, obligations
and liabilities, the costs of continuing compliance and other overhead
requirements and the expenses of liquidation. It is estimated that the Trust's
operating costs in anticipation of liquidation (including extended insurance
coverage) would increase to about $377,000 for four months and $437,000 for six
months and that the costs of the annual meeting, liquidation and dissolution
would range from $165,000 to $200,000. Accordingly, the total of these costs
could range from about $542,000 to $637,000, before taking into account the
establishment of any reserves. Assuming net assets of $2,500,000 and allowing
for some fluctuation, it is estimated that as much as $1,940,000 or $0.63 a
share, could be available for distribution. However, the reserve that may be
necessary to cover fixed and contingent debts, liabilities and obligations
(including the indemnity trust) is estimated at $350,000, which would leave
about $1,513,000, or $0.50 a share, available for distribution. No assurance can
be given that the Trust's liabilities and expenses, or reserves established to
cover contingent liabilities, will not reduce the amounts to be distributed
below the Trust's current expectations or even eliminate the possibility of
distributions to shareholders. The establishment of reserves to cover contingent
liabilities and anticipated future expenses, as contemplated by the Plan, is
consistent with the Trust's self-liquidating policy.
EFFECT ON TRADING AND REGISTRATION
The Trust's shares are currently traded in the over-the-counter market.
They will continue to be transferable, subject to current restrictions on the
transferability and ownership of shares, until the date set by the Trustees (the
"Stop Trading Date") before the record date for any final liquidating
distribution. The adoption of the Plan, however, could materially and adversely
affect the market value and ability to locate a purchaser for the shares. The
Trust intends to close its stock transfer books permanently on a date no later
than the record date for any final liquidating distribution. Before the Stop
Trading Date, the Trust will notify all shareholders and certain brokers and
market makers of the Trust's intentions to cease all trading effective on the
Stop Trading Date.
The Trust also anticipates that, following approval of the Plan, the shares
will remain registered under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and that the Trust will continue to comply with the
reporting and proxy solicitation requirements of the Exchange Act and furnish
reports to its shareholders until the earlier of such time as the Trust is no
longer subject to the registration and reporting requirements under the Exchange
Act or the Trust is terminated.
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SUMMARY OF THE PLAN
The summary of the Plan set forth below describes in general terms certain
material provisions of the Plan and is qualified in its entirety by reference to
the Plan, a copy of which is attached to this Proxy Statement as an Appendix.
If the Plan is approved by the shareholders, the Trustees will have the
ability, pursuant to the Plan, to dispose of the Trust's remaining non-cash
assets and, after providing for the liabilities of the Trust, distribute the
proceeds to the shareholders and terminate the Trust. The Plan grants to the
Trustees complete authority to execute such documents and to take such other
actions as they in their discretion deem necessary or appropriate to effect the
dissolution and complete liquidation. The Plan contemplates that the Trustees
will carry out the provisions of the Plan.
Adoption of Plan; Amendment or Abandonment of Plan
The Plan will be deemed adopted as of the date of shareholder approval
("Plan Effective Date"). In accordance with the terms of the Plan, the Trustees
may amend or modify the Plan without further shareholder approval provided that
the amendment or modification is not prohibited by the Declaration of Trust or
applicable law. The Trustees may also elect to revoke or abandon the Plan
without further shareholder approval. IF THE CURRENT TRUSTEES ARE NOT REELECTED
AT THE ANNUAL MEETING, IT IS LIKELY THAT THE PLAN WILL BE ABANDONED.
Continuation of Existence
Following the Plan Effective Date, the Trust will nevertheless continue its
existence but will not carry on any business except that appropriate to wind up
and liquidate its business and affairs, including converting its remaining
assets to cash, discharging or making provision for discharging its liabilities,
distributing any remaining funds among its shareholders according to their
interests, and performing every other act necessary or appropriate to wind up
and liquidate its business and affairs, all in accordance with California law.
Provision for Liabilities
The Trust will notify all parties with known claims against the Trust of
the dissolution of the Trust and set a date by which any claim by such creditors
shall be filed with the Trust. The Trust will pay or satisfy, or make
reasonable provision to pay or satisfy, all Trust liabilities, debts and
obligations, including all contingent, conditional, or unmatured liabilities, in
the manner and amounts determined by the Trustees.
The ownership of real estate entails environmental risks and potential
liability to owners, including former owners. Environmental investigation at
the Golden Cove property sold to MIT in 1996 indicated that soil at the property
contained volatile organic compounds in concentrations that exceeded the clean-
up goals typically cited by the California Regional Water Quality Control Board
("RWQCB"). As part of the sale transaction, the Trust was obligated fully to
fund the remediation costs, for which it had previously accrued $140,000 in
1994. Approximately $95,000 had been expended by the Trust for remediation
costs through December 1997 and it does not believe that any additional costs
will be incurred, but there can be no
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assurance to that effect. The Trust may be entitled to seek contribution and
indemnity for the remediation costs against other potentially responsible
parties who may have caused the contamination at the property.
In the late 1980's the San Francisco Bay Region of the RWQCB requested that
the Trust investigate and characterize soil and groundwater contamination of the
Charleston property. The Trust engaged an environmental engineering firm that
discovered the presence of trichloroethylene and other solvent chemicals in the
groundwater. The RWQCB deferred issuing a Site Cleanup Requirements ("SCRs")
order to give the Trust time to complete the pending sale of the Charleston
property. As part of the sale, the purchaser agreed to indemnify the Trust
broadly against the pending SCRs and other types of environmental claims. Its
indemnity is backed by an environmental insurance policy placed with Reliance
Insurance Company of Illinois. It is possible that the RWQCB could still name
the Trust when it ultimately issues its SCRs order for the property based on the
Trust's former ownership. If that occurs, the Trust would tender the SCRs order
to the purchaser for compliance. Similarly, the Trust would tender any other
environmental claim brought against it to the purchaser pursuant to the
indemnity.
The Plan empowers the Trustees, in their absolute discretion, to cause the
Trust to set aside funds of the Trust, including funds realized from the
disposition of the Trust's assets, as a reserve (the "Contingency Reserve") for
(i) satisfying actual or potential liabilities of the Trust, (ii) defending
against claims, (iii) paying all expenses of the collection, conservation, and
sale, exchange or other disposition of the Trust's assets and of the dissolution
and liquidation provided for in the Plan, and (iv) such other purposes as the
Trustees deem necessary, appropriate or desirable in connection with the winding
up of the Trust's business and affairs. The Trust expects to establish an
irrevocable trust for the benefit of its Trustees and officers and to initially
fund the trust with $350,000 (which is the amount of the deductible under the
Company's directors' and officers' liability insurance) for the purpose of
advancing the costs of their defense with respect to the claims made in one of
the pending lawsuits by the Turkey Vulture Fund and paying any other amounts to
which the Trustees and officers may be entitled by virtue of indemnification for
such claims or otherwise. See "Background and Reasons for the Plan." All
unexpended funds will revert to the Trust for the benefit of the shareholders.
If any additional claims against the Trustees, officers or agents are made or
appear likely to be made at the time of the liquidating distribution, the
Trustees may increase the amount held by the irrevocable trust or create a
separate Contingency Reserve to pay (i) any such claims pursuant to the Trust's
obligation or agreement to indemnify such persons or (ii) any insurance premiums
required to obtain or maintain directors' and officers' liability insurance or
comparable insurance coverage.
Immediately following the liquidating distribution, the Trustees plan to
file with the Trust's records a written certificate setting forth the fact of
the Trust's termination. Thereafter, as provided by Section 8.2 of the
Declaration of Trust, "[T]he Trustees shall thereupon be discharged from all
further liabilities and duties [under the Declaration of Trust], and the rights
and interests and obligations of all Shareholders shall thereupon cease." A
copy of the form of certificate is attached as an Exhibit to the Plan. See
"Indemnification" and "Interests of Certain Persons in Matters to be Acted Upon"
below.
Indemnification
The Trust is obligated to indemnify its Trustees, officers, employees and
agents in accordance with the Declaration of Trust and indemnification
agreements entered into between those parties for all actions taken before the
Plan Effective Date and in connection with the Plan and the winding up of the
affairs of the Trust. All such indemnification obligations will survive the
dissolution and liquidation of the Trust. The Trust's obligation to indemnify
those persons may be satisfied out of the Trust's assets before any final
distribution. The Trustees in their absolute discretion are authorized to
obtain and maintain such insurance
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as may be necessary or appropriate to cover the Trust's obligations hereunder.
They intend to exercise the extended coverage option under the Trust's current
directors and officers liability insurance or obtain extended coverage beyond
the termination of the Trust.
The Declaration of Trust and indemnification agreements provide that no
Trustee, officer or agent of the Trust is liable to the Trust or to a
shareholder in connection with the affairs of the Trust except for his or her
own willful misfeasance, bad faith, negligence or disregard of his or her
duties. The Declaration of Trust further provides that, with certain specified
exceptions, no Trustee shall have any personal liability to the Trust or to any
shareholder for money damages for any breach of his or her duties as a Trustee.
The Declaration of Trust also provides that all third persons must look solely
to the Trust property for satisfaction of claims arising in connection with the
affairs of the Trust. The Declaration of Trust states that "no Trustee,
officer, employee, agent, investment advisor or independent contractor of the
Trust shall be liable for any act or omission resulting in the loss of tax
benefits under the Internal Revenue Code, except for that arising from his own
bad faith, willful misconduct, gross negligence or reckless disregard of his
duties." Without limitation of any rights of indemnification or nonliability,
the Declaration of Trust also provides that the Trustees by the Declaration of
Trust "make no commitment or representation that the Trust will qualify for the
dividends paid deduction permitted by the Internal Revenue Code, and the Rules
and Regulations thereunder pertaining to real estate investment trust under the
Internal Revenue Code shall not render the Trustees liable to Shareholders or to
any other person or in any manner operate to annul the Trust."
The Trust is obligated to indemnify and hold harmless each Trustee from all
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with actions, suits or
proceedings to which the Trustee was or is a party or is threatened to be made a
party by reason of his or her capacity as such, other than (i) on account of a
judgment arising out of a violation of Section 16(b) of the Securities Exchange
Act of 1934 or a judgment that indemnification is unlawful, or (ii) claims or
liabilities arising out of that Trustee's omission or act committed in bad faith
which involves intentional misconduct or a knowing violation of law, an omission
or act that the Trustee believed to be contrary to or inconsistent with the best
interests of the Trust or its shareholders or a transaction from which the
Trustee derived an improper personal economic benefit.
Potential Shareholder Liability
The Plan contemplates that distributions will be made to the Trust's
shareholders only to the extent that assets are available for distribution
following payment or provision for all liabilities as discussed above. However,
if a court determines that the Trust failed adequately to provide for its
obligations, a creditor of the Trust could obtain an injunction delaying or
diminishing the amount of any liquidating distribution. Furthermore, Section
2011 of the California Corporations Code provides that after a liquidating
distribution is made by a corporation, the shareholders, until the earlier of
the expiration of the statute of limitations applicable to the cause of action
or four years after the effective date of the dissolution, may as determined by
a court be held personally liable for the payment of any judgment against the
corporation in an amount equal to the lesser of their pro rata share of the
amount of the judgment or the amount actually distributed to them in liquidation
of the corporation. While the Trust is not a corporation as defined in the
California Corporations Code, it is possible that a court could fashion a remedy
applicable to a business trust by analogy to Section 2011 or adopt a similar
approach under a trust theory.
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<PAGE>
Continued Operations
Following the Plan Effective Date, the Trust will continue to be authorized
to hire and terminate such officers, employees, agents, attorneys, accountants,
advisors and others as the Trustees deem appropriate and to fix the compensation
and other terms of employment or engagement of such parties. The Trust will
continue to be authorized (but not obligated) to lease or otherwise provide such
offices and other facilities and to pay such general and administrative expenses
as the Trustees may deem appropriate. It is expected that the $10,000 monthly
fee will continue to be paid to E&L until termination of the Trust.
The Trustees' exercise of powers after the Plan Effective Date and before
the final liquidating distribution to shareholders is subject to the provisions
of the Plan, the Declaration of Trust and the Trustees' Regulations (to the
extent applicable and not modified by the Plan) and to applicable law. The Plan
provides that, except as otherwise specifically provided by the Declaration of
Trust, the Trustees' Regulations or any applicable law, the Trustees will not be
personally liable for any action taken on behalf of the Trust.
Adoption of the Plan by the shareholders will not, in and of itself,
terminate or otherwise affect the power of the Trust to fulfill or discharge its
obligations under any of the Trust's contracts.
Distributions to Shareholders
After the Trust provides for all its liabilities, debts and obligations in
accordance with the Plan as described above, all the remaining Trust assets, if
any, will be distributed pro rata to the Trust's shareholders. Any distribution
or distributions will be in cash, in such manner, and at such times, as the
Trustees may determine. Assuming that the shareholders approve the Plan, that
no new claims are filed against the Trust or the Trustees, and that there are no
operating or liquidation expenses in excess of those currently contemplated by
the Trust, the Trust expects to make distributions totaling between $0.50 and
$0.63 per share. See "Distributions" above. The Plan provides that when all
liabilities, claims and obligations have been provided for, the Trustees will
make a final liquidating distribution to shareholders. Those distributions to
the Trust's shareholders will be in complete redemption and cancellation of all
of the outstanding shares.
Deposit of Assets Not Transferred
If any distribution to a shareholder cannot be made (e.g., due to an
inability to locate that shareholder), the distribution to which that
shareholder is entitled will ultimately be deposited with the state official
authorized by applicable law to receive the proceeds of the distribution. The
deposit will be held solely for the benefit of and for ultimate distribution to
that shareholder (but without interest) subject only to the laws applicable to
unclaimed or abandoned funds or property. Upon such deposit, all
responsibilities and liabilities of the Trust respecting that distribution will
be satisfied and extinguished.
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<PAGE>
Surrender of Certificates
Before receiving any final liquidating distribution, shareholders will be
requested to surrender their certificates representing their interests in the
Trust. Once the Board has designated a record date for determining the
shareholders of the Trust entitled to receive the final liquidating
distribution, the Trust will send a notice and transmittal form to each
shareholder of record on that date. That notice and transmittal form will
advise the shareholders of the date on which the liquidating distribution will
be made and describe procedures to be followed for the surrender of certificates
representing share ownership and the receipt of the liquidating distribution.
Procedures for Dissolution and Termination of Trust
Following the final liquidating distribution and any deposit of funds with
state officials on account of distributions to shareholders that cannot be made,
the Trust records will be closed. The Trustees will then sign and lodge among
the records of the Trust an instrument substantially in the form of the Exhibit
to the Plan setting forth the fact of termination of the Trust, and, in
accordance with Section 8.2 of the Declaration of Trust, the Trustees will
thereupon be discharged from all further liabilities and duties with respect to
the Trust, and the rights and interests of the shareholders will cease.
Regulatory Approvals
No material consent, approval or authorization of (or filing or
registration with) any governmental or regulatory authority, whether federal,
state, local or other, is required in connection with the adoption of the Plan.
Before the Trust's final termination, the Trust will notify the Securities
and Exchange Commission and various taxing authorities of the Trust's winding up
and termination and will terminate all reporting obligations.
No Appraisal Rights
No Trust shareholder will have any rights of appraisal or similar rights of
dissenters in connection with approval of the Plan or the transactions
contemplated by the Plan. Therefore, if the Plan is approved by the required
vote, all shareholders must accept their pro rata share of the net distributable
proceeds in exchange for their shares.
ACCOUNTING TREATMENT
The historical financial statements of the Trust have been presented on a
going concern basis with no accrual for costs associated with winding up the
Trust's affairs. If the Trustees are reelected and the shareholders approve and
adopt the Plan, subsequent financial statements of the Trust will be presented
on a liquidation basis whereby all assets will be carried at their estimated net
realizable values, and liabilities, including a provision for estimated costs of
the Plan, will be stated at their estimated settlement amounts.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF LIQUIDATION
As a result of expenses that will be incurred, the Trust is not expected to
report material net taxable income or to incur any material federal income tax
obligations during the liquidation period. The Trust's liquidating distributions
should be treated as payments made in exchange for its outstanding shares, and
the shareholders should report gain or loss measured by the difference between
(a) the liquidating cash
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<PAGE>
distributions plus, if a trust is established to provide for liabilities (see
"Summary of the Plan -Provision for Liabilities" above), the value of any trust
interests distributed to the shareholders and (b) the tax basis of their shares.
A shareholder's gain or loss on liquidating distributions will be calculated
separately with respect to shares with different bases or holding periods and
will be capital gain or loss if the shares are capital assets in the hands of
the shareholders at the time of the distribution. Any such capital gain or loss
generally will be long-term capital gain or loss if the shareholder has held the
shares for more than eighteen months at the time of the liquidating
distribution. Under pending legislation, the long-term capital gain holding
period is reduced to one year. If the Plan results in more than one distribution
to the shareholders, each distribution will first be applied against the
adjusted tax basis of the shares to which the distribution relates, and gain
will be recognized with respect to a share only after an amount equal to the
adjusted tax basis of that share has been fully recovered. Any losses with
respect to a share may be recognized only after the Trust has made its final
distribution or after it has been determined with reasonable certainty that the
last substantial distribution has been made. If the Trust distributes to its
shareholders the interests in any trust formed to provide for liabilities, and
if such trust later distributes to a shareholder an amount in excess of the
value reported by the shareholder for the trust interest received in the
liquidation, the shareholder will have income equal to such excess, some or all
of which income may be ordinary. The federal income tax treatment of the Trust's
liquidating distributions should not be adversely affected if the Trust has
ceased to be treated as a REIT.
Treasury Regulations require shareholders to report the receipt of
distributions in complete liquidation unless the distribution is made pursuant
to a corporate resolution reciting that the distribution is made in liquidation
and the dissolution of the entity making the distribution is completed within
one year after the distribution. It is not clear at this point whether these
requirements will be met in the case of the Trust.
Because the foregoing is merely a brief summary of certain tax
consequences, considerations that may affect particular shareholders, including
foreign shareholders and shareholders that are dealers in securities, have not
been discussed. Shareholders are urged to contact their own tax advisors to
discuss the impact of the liquidation of the Trust in their own tax situations.
INTERESTS OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
The Trust's Trustees and officers may be deemed to have an interest in the
approval of the Plan. While the payment of management fees to E&L will cease
upon the final termination of the Trust, the officers will be compensated
through E&L for services provided in the course of winding up and liquidating
the Trust. The Trustees may obtain and maintain such insurance as may be
necessary or appropriate to cover or supplement the Trust's obligations to the
Trustees and to the Trust's officers and agents. Further, the Trustees may
establish and set aside a contingency reserve to satisfy the Trust's actual or
potential liabilities, including the designation of a portion to be used to pay
any amounts of actual or potential liabilities to Trustees, officers or agents
of the Trust as a result of the Trust's obligation or agreement to indemnify
those parties. The Trustees expect to establish and fund an irrevocable trust
for this purpose. See "Summary of the Plan - Provision for Liabilities" and
"- Indemnification."
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" APPROVAL AND ADOPTION OF THE
PLAN. IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, PROXIES SOLICITED IN
CONNECTION WITH THIS PROXY STATEMENT WILL BE SO VOTED.
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<PAGE>
PROPOSAL THREE - RATIFICATION OF SELECTION
--------------
OF INDEPENDENT AUDITORS
The firm of Arthur Andersen LLP has provided independent public accounting
services to the Trust since the Trust's inception. The Trust's Board of
Trustees has selected Arthur Andersen LLP as the Trust's independent auditors
for the year ending December 31, 1998, and has recommended to the shareholders
that this selection be ratified. If the shareholders do not ratify the
selection of Arthur Andersen LLP as the Trust's independent auditors, or if
circumstances arise that make the continuation of Arthur Andersen LLP as the
Trust's independent auditors impossible or inappropriate, that selection will be
reconsidered by the Trust's Board of Trustees. A representative of Arthur
Andersen LLP will be present at the Annual Meeting to respond to appropriate
questions and will have an opportunity to make a statement if he or she so
desires.
THE BOARD OF TRUSTEES RECOMMENDS A VOTE "FOR" RATIFICATION OF THE SELECTION
OF ARTHUR ANDERSEN LLP. IN THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, PROXIES
SOLICITED IN CONNECTION WITH THIS PROXY STATEMENT WILL BE SO VOTED.
SHAREHOLDER PROPOSALS
The Trust anticipates that, if its shareholders approve Proposal Two
(Approval and Adoption of Plan of Complete Liquidation and Dissolution), no
annual meeting of shareholders will be held in 1999. However, if such a meeting
is held, any shareholder desiring management to consider a proposal for action
at that meeting, whether or not it is to be included in the Proxy Statement and
identified in the form of Proxy, will be considered timely if the proposal is
submitted to the Trust's executive office so that it is received a reasonable
time before the Trust begins to print and mail proxy material for the meeting.
MISCELLANEOUS
The proxy statement and the accompanying Proxy are being solicited by the
order of the Trustees. The expense will be borne by the Trust. Proxies may be
solicited by mail, telephone, telegram or in person. The Trust will request
banks, brokerage houses and other institutions, nominees or fiduciaries that
hold shares in their names to forward the solicitation materials to the
beneficial owners of those shares, and the Trust will reimburse such persons for
their reasonable expenses in so forwarding these materials. Trust officers and
the Trustees, and regular employees of E&L, as yet undesignated, may, without
additional compensation, solicit Proxies by telephone or in person. In
addition, the Trust will retain MacKenzie Partners, Inc. to assist in soliciting
Proxies for a fee of approximately $15,000 plus reasonable expenses and costs.
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OTHER BUSINESS
Management has not received notice of any other matters proposed to be
brought before the Annual Meeting. If any other business should properly come
before the Annual Meeting for shareholder action, the named proxies will vote
the shares represented by the Proxies in accordance with their best judgment.
A COPY OF THE COMPANY'S 1997 ANNUAL REPORT ON FORM 10-K IS AVAILABLE
WITHOUT CHARGE TO THOSE SHAREHOLDERS WHO WOULD LIKE MORE DETAILED INFORMATION
CONCERNING THE COMPANY. IF YOU DESIRE A COPY OF ANY SUCH DOCUMENT, PLEASE WRITE
TO: MERIDIAN POINT REALTY TRUST '83, 655 MONTGOMERY STREET, SUITE 800, SAN
FRANCISCO, CALIFORNIA 94111.
BY ORDER OF THE TRUSTEES,
John E. Castello, Secretary
San Francisco, California
September 2, 1998
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<PAGE>
APPENDIX
MERIDIAN REALTY TRUST '83
PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION
This Plan of Complete Liquidation and Dissolution (the "Plan") for
Meridian Point Realty Trust '83 (the "Trust") was adopted by the Trust's Board
of Trustees on December 12, 1997, and is as follows:
1. Upon approval and adoption of this Plan by the Trust's
shareholders, the Trust shall dissolve and completely liquidate in accordance
with this Plan and all applicable law.
2. The first step in the Plan is for the Trust to notify its
creditors, timely pay its liabilities (including any and all contingent,
conditional and unmatured liabilities) and timely discharge its obligations
(collectively the "Trust Liabilities") or adequately provide for their payment
or performance.
3. Subject to applicable law and the Board of Trustees' judgment
regarding prudent management of the Trust's affairs and the need to pay or
perform the Trust's liabilities and obligations, the Trustees may cause the
Trust from time to time to make one or more partial liquidating distributions of
its funds to the Trust's shareholders.
4. When the Board of Trustees has determined in its sole discretion
that all known liabilities and obligations have been adequately provided for or
paid, they shall cause the Trust to make a final liquidating distribution of any
funds or other properties then held to its shareholders in redemption of all of
the Trust's outstanding shares, with the effect that the Trust shall then be
terminated, wound up and dissolved.
5. The target date for the final liquidating distribution of the
Trust and its termination, winding up and dissolution is December 11, 1998. It
is hoped that those steps can be accomplished substantially before that date,
but it is recognized that it may not be possible to complete those steps by that
date.
6. After the Trust is dissolved, any one or more of the persons who
were members of the Trust's Board of Trustees when the Trust dissolved (or any
person appointed by any such member) may, on behalf of the persons and entities
who were the shareholders of the Trust on the record date for the Trust's final
liquidating distribution, exercise any remaining or late-discovered rights or
claims of the Trust against any other person or entity.
7. This Plan shall be subject to, and shall be submitted for,
approval by the shareholders of the Trust. The Plan shall be deemed adopted as
of the date of shareholder approval.
8. The Board of Trustees may amend or modify this Plan from time to
time in such manner as it deems prudent and appropriate. It may do so without
obtaining approval of the Trust's shareholders unless the Trust's Declaration of
Trust or applicable law would require shareholder approval.
9. The Board of Trustees shall be entitled to revoke or abandon this
Plan without shareholder approval.
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10. Subject to the control and general direction of the Trust's Board
of Trustees, the Trustees and officers of the Trust are authorized to take any
and all actions that are necessary or desirable to implement this Plan,
including the following:
A. If and to the extent deemed necessary or desirable by the Board of
Trustees in their sole discretion, the Trust may establish and set
aside an amount (the "Contingency Reserve") to satisfy actual or
potential liabilities of the Trust and all expenses of the
collection, conservation and sale, exchange or other disposition of
Trust's assets and of the dissolution and liquidation provided for
in this Plan, and for such other purposes as the Board of Trustees
deems necessary or desirable in connection with the winding up of
the business and affairs of the Trust (including, without limitation
(a) the operation and conservation of Trust assets pending the
collection, sale, exchange or other disposition thereof and (b) the
designation of a portion of the Contingency Reserve to be used to
pay any amounts of actual or potential liabilities to Trustees,
officers or agents of the Trust as a result of the Trust's
obligation or agreement to indemnify such parties, or to pay any
insurance premium required to obtain or maintain directors' and
officers' liability or comparable insurance.
B. In connection with and for the purpose of implementing and carrying
out the purposes of this Plan, the Trust may pay any agency, legal,
accounting and other fees and expenses of persons rendering services
to the Trust in connection with the collection, sale, exchange or
other disposition of Trust assets, the investigation and defense of
any claims against the Trust or the implementation of any other
portion of this Plan.
C. In connection with any distributions made following the effective
date of this Plan, the Board of Trustees may fix a record and
payment date for the purpose of identifying the shareholders
entitled to receive such distributions, and all rights of persons
with respect to such distributions shall be determined in accordance
with the dates so fixed by the Board of Trustees.
D. As a condition to receipt of any final distribution to the Trust's
shareholders, the Board of Trustees may require shareholders to: (a)
surrender their certificates evidencing their Trust shares to the
Trust or its agent for cancellation or (b) furnish the Trust with
evidence satisfactory to the Board of Trustees of the loss, theft or
destruction of their certificates evidencing the shares, together
with such surety bond or other security or indemnity as may be
required by, and satisfactory to, the Board of Trustees. Upon
completion of such final distribution, the transfer books and other
records of the Trust shall be closed on the date so determined by
the Board of Trustees, and the Trustees shall sign and cause to be
filed or recorded such documents as may be required or desirable to
terminate, or evidence the termination of, the existence of the
Trust.
E. At any time following the effective date of the Plan and before the
record date for the final distribution to shareholders, the Board of
Trustees may, if they deem such action to be the in the best
interests of the Trust and its shareholders, cause the shares of the
Trust no longer to be traded or may completely prohibit the trading
or other transfer of shares if and to the extent permitted by law
(the "Stop Trading Date"). The Trust shall send notice of the Stop
Trading Date in advance of such date to all shareholders and to such
brokers and market makers as the Trust deems advisable.
F. In connection with carrying out the actions authorized by this Plan,
the Trust shall continue to be authorized (subject to the terms of
the Declaration of Trust and Trustees' Regulations adopted
thereunder) to hire and terminate the employment of such officers,
employees, agents, attorneys, accountants, advisers and others as
the Board of Trustees may deem appropriate and to fix the
compensation and other terms of employment or engagement of such
parties. In addition, the Board of Trustees shall continue to be
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<PAGE>
authorized to fix the compensation, if any, to be paid to the
Trustees for services rendered in their capacities as Trustees.
G. In connection with carrying out the actions authorized by this Plan,
the Trust shall continue to be authorized to pay such general and
administrative expenses as the Board of Trustees may deem
appropriate.
H. Except as otherwise specifically provided by the Declaration of
Trust, the Trustees' Regulations or any applicable law, the Trustees
shall not be personally liable with respect to any action taken on
behalf of the Trust.
I. If, at the time of the final liquidating distribution to
shareholders, a distribution to any particular shareholder cannot be
made, whether because the shareholder cannot be located or for any
other reason, the distribution to which such shareholder is entitled
shall be deposited with the state official authorized by applicable
law to receive the proceeds of the distribution. That deposit shall
comply in all respects with applicable law. The deposit shall
thereafter be held solely for the benefit of, and ultimate
distribution to, such shareholder (but without interest), subject
only to the laws applicable to unclaimed or abandoned funds or
property. Upon such deposit, all responsibilities and liabilities of
the Trust respecting that distribution shall be satisfied and
extinguished.
J. The Trust shall continue (and may enter into new agreements) to
indemnify the Trustees of the Trust and its officers, employees,
agents and affiliates in accordance with the Declaration of Trust,
the Trustees' Regulations and indemnification agreements for all
actions taken or not taken prior to the effective date of the Plan
or thereafter in connection with this Plan, the winding up of the
affairs of the Trust and any other matter relating to the Trust. The
Trust's obligation to indemnify such persons may be satisfied out of
the assets of the Trust prior to distributions to shareholders. The
Board of Trustees, in their absolute discretion, are authorized to
obtain and maintain such insurance as may be necessary or
appropriate to cover or supplement the Trust's obligations to the
Trustees, officers, agents, employees, affiliates (or parties in any
similar status) of the Trust.
K. Following the final liquidating distribution and the making of any
deposits to state officials on account of distributions to
shareholders that cannot be made, the Trust records will then be
closed. The Trustees shall then execute and lodge among the records
of the Trust an instrument setting forth the fact of termination of
the Trust and, in accordance with the Declaration of Trust and the
Plan, the Trustees will thereupon be discharged from all further
liabilities and duties with respect to the Trust and the rights and
interests of the shareholders will cease. A copy of such instrument
is attached as an Exhibit hereto.
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EXHIBIT TO PLAN OF COMPLETE LIQUIDATION AND DISSOLUTION
CERTIFICATION OF DISSOLUTION,
DISCHARGE OF TRUSTEES AND TERMINATION
OF SHAREHOLDERS' RIGHTS AND INTERESTS
IN MERIDIAN POINT REALTY TRUST '83
The undersigned Trustees hereby certify as follows:
WHEREAS, the Plan of Complete Liquidation and Dissolution (the "Plan") as set
forth in the proxy statement for the annual meeting of shareholders of Meridian
Point Realty Trust '83 (the "Trust") held ___________, 1998, was adopted upon
the affirmative vote of a majority of the outstanding shares at such annual
meeting;
WHEREAS, in accordance with the Plan, all assets of the Trust have been disposed
of, all liabilities of the Trust have been paid or provided for, all of the
Trust's remaining assets have been distributed to the shareholders or to the
appropriate state authorities and all other actions required under the Plan have
been taken except for execution of this certificate in the records of the Trust;
and
WHEREAS, the Trust closed its record transfer books on ______________, 199_ and
all public trading of the Trust's shares ceased as of ______________, 199_;
NOW, THEREFORE, in accordance with the terms of the Plan, the Trust is hereby
terminated, and, in accordance with Section 8.2 of the Trust's Declaration of
Trust, the Trustees are hereby discharged from all further liabilities and
duties thereunder and the rights and interests and obligations of all
shareholders shall cease effective this _____ day of _____, 199_.
IN WITNESS hereof, the undersigned have executed this Certification this _____
day of _______, 199_.
MERIDIAN POINT REALTY TRUST '83
By [Trustees]
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PROXY
MERIDIAN POINT REALTY TRUST '83
655 Montgomery Street
San Francisco, California 94111
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF TRUSTEES
The undersigned holder of shares of beneficial interest of Meridian Point Realty
Trust '83, a California business trust (the "Trust"), acknowledges receipt of a
copy of the Notice to Shareholders of Annual Meeting and the accompanying Proxy
Statement dated September 2, 1998 (the "Proxy Statement"), and revoking any
proxy heretofore given, hereby constitutes and appoints Lorraine O. Legg, Robert
E. Morgan, and Herbert E. Stansbury, Jr., and each of them, with full power of
substitution, as attorneys and proxies to appear and vote, as designated below,
all of the shares of beneficial interest of the Trust held of record by the
undersigned on August 4, 1998 at the Annual Meeting of Shareholders of the Trust
to be held at the Holiday Inn, 750 Kearny Street, San Francisco, California at
10:30 a.m. local time on September 22, 1998, or at any postponements or
adjournments thereof.
<TABLE>
<CAPTION>
FOR ALL WITHHOLD
(except as withheld) ALL
<S> <C> <C>
1. Proposal No. 1 - To elect as Trustees of the Trust,
the Trust's nominees set forth below, which nominees,
if elected, shall serve as Trustees of the Trust until
the next annual meeting of shareholders or, if the proposal
to liquidate and dissolve (Proposal No. 2 below) is also
approved, until the completion of the liquidation and
dissolution of the Trust as described in the Proxy Statement. [ ] [ ]
For, except vote withheld from the following nominee(s): __________________________________
</TABLE>
<TABLE>
<CAPTION>
Nominees: Peter O. Hanson, Lorraine O. Legg, Robert E. Morgan, James M. Pollak and Herbert E. Stansbury, Jr.
FOR AGAINST ABSTAIN
<S> <C> <C> <C>
2. Proposal No. 2 - The Trust's proposal to liquidate
and dissolve the Trust pursuant to the Plan of
Complete Liquidation and Dissolution as described
in the Proxy Statement. [ ] [ ] [ ]
FOR AGAINST ABSTAIN
3. Proposal No. 3 - The Trust's proposal to approve
the selection of Arthur Andersen LLP as the
independent auditors for the Trust as described
in the Statement. [ ] [ ] [ ]
4. In their discretion, the proxy holders are authorized
to vote upon such other business as may properly come
before the Annual Meeting.
</TABLE>
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
MADE, IT WILL BE VOTED FOR THE ELECTION OF TRUSTEES NOMINATED TO THE BOARD OF
---
TRUSTEES, FOR THE PROPOSAL TO LIQUIDATE AND DISSOLVE THE TRUST, AND FOR THE
--- ---
RATIFICATION OF THE BOARD OF TRUSTEES' SELECTION OF ARTHUR ANDERSEN LLP, AS THE
INDEPENDENT AUDITORS FOR THE TRUST.
<PAGE>
PLEASE MARK AND DATE THIS PROXY AND
SIGN EXACTLY AS YOUR NAME(S) APPEAR(S)
HEREON.
If stock is held jointly all joint
owners must sign. Attorneys,
executors, administrators, trustees,
custodians, corporate officers,
guardians, or any others signing in a
representative capacity should give
their full title(s) as such. If there
is more than one trustee, all should
sign.
---------------------------------------
---------------------------------------
SIGNATURE(S) DATE
