<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM 10-QSB
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: March 31, 1999
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 0-12166
MERIDIAN POINT REALTY TRUST `83 (Exact
name of Small Business Issuer as specified in its charter)
<TABLE>
<S> <C>
CALIFORNIA 94-6542723
(State or other jurisdiction of (I.R.S. Employer I.D. Number)
incorporation or organization)
</TABLE>
8500 STATION STREET, SUITE 100, MENTOR, OHIO 44060
(Address and zip code of principal executive offices)
Issuer's telephone number, including area code: (440) 974-3770
Check whether Issuer: (1) filed all reports required to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [ ]
State the number of shares outstanding of each of the Issuer's classes of common
equity, as of the latest practicable date:
SHARES OF BENEFICIAL INTEREST OUTSTANDING AS OF MAY 10, 1999: 3,031,618
---------------
Transition Small Business Disclosure Format (check one): YES [_] NO [X]
<PAGE> 2
Meridian Point Realty Trust `83
Quarterly Report on Form 10-QSB
For the Quarter Ended March 31, 1999
Table of Contents
<TABLE>
<CAPTION>
PART I Page
----
<S> <C>
Item 1. Financial Statements...............................................................3
Item 2. Management's Discussion and Analysis or Plan of Operation ........................10
PART II
Item 3. Legal Proceedings.................................................................14
Item 4. Submission of Matters to a Vote of Security Holders ..............................14
Item 6. Exhibits and Reports on Form 8-K..................................................14
</TABLE>
2
<PAGE> 3
- --------------------------------------------------------------------------------
PART I:
- --------------------------------------------------------------------------------
ITEM 1. FINANCIAL STATEMENTS.
The accompanying unaudited financial statements should be read in conjunction
with the Annual Report on Form 10-KSB for fiscal year ended December 31, 1998 of
Meridian Point Realty Trust '83 (the "Company"). These statements have been
prepared in accordance with the instructions for the Securities and Exchange
Commission Form 10-QSB and do not include all of the information and footnotes
required by generally accepted accounting principles for complete financial
statements.
In the opinion of the Company's management, all material adjustments of a normal
recurring nature considered necessary for a fair presentation of results of
operations for the interim periods have been included. The results of operations
for the three months ended March 31, 1999 are not necessarily indicative of the
results that may be expected for the year ending December 31, 1999.
3
<PAGE> 4
MERIDIAN POINT REALTY TRUST `83
BALANCE SHEETS
MARCH 31, 1999 AND DECEMBER 31, 1998
<TABLE>
<CAPTION>
ASSETS
------
1999
(Unaudited) 1998
----------- ----
<S> <C> <C>
ASSETS:
Cash and cash equivalents $ 570,618 $ 600,173
Investment in mortgage-related assets, at market value 1,193,152 1,205,722
Restricted cash 361,378 357,728
Other assets 43,717 14,453
----------- -----------
Total assets $ 2,168,865 $ 2,178,076
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
LIABILITIES:
Accounts payable $ 191,508 $ 185,567
COMMITMENTS AND CONTINGENCIES (Note 8)
SHAREHOLDERS' EQUITY:
Shares of beneficial interest - $1.00 stated value: Authorized -
Unlimited; 3,031,618 shares issued and outstanding
as of March 31, 1999 and December 31, 1998 3,031,618 3,031,618
Paid-in capital 22,755,694 22,755,694
Distributions in excess of income (23,809,955) (23,794,803)
----------- -----------
Total shareholders' equity 1,977,357 1,992,509
----------- -----------
Total liability and shareholders' equity $ 2,168,865 $ 2,178,076
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
4
<PAGE> 5
MERIDIAN POINT REALTY TRUST `83
STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
--------- ---------
<S> <C> <C>
GROSS REVENUES:
Interest and other $ 28,114 $ 35,992
OPERATING EXPENSES:
Legal costs 10,580 9,851
General and administrative, including amounts paid to
related parties of $0 and $30,000, respectively 32,686 92,399
--------- ---------
Total expenses 43,266 102,250
--------- ---------
Net loss $ (15,152) $ (66,258)
========= =========
NET LOSS PER COMMON
SHARE - BASIC AND DILUTED:
Net loss per common share $ (0.01) $ (0.02)
========= =========
</TABLE>
The accompanying notes are an integral part of these statements.
5
<PAGE> 6
MERIDIAN POINT REALTY TRUST `83
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1999 AND 1998
(UNAUDITED)
<TABLE>
<CAPTION>
1999 1998
-------- ---------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (15,152) $ (66,258)
Adjustments to reconcile net loss to
net cash used in operating activities:
Unrealized gain on mortgage-related assets (2,608) --
Changes in operating assets and liabilities:
Increase in restricted cash (3,650) --
(Increase) decrease in other assets (29,264) 21,052
Increase (decrease) in accounts payable 5,941 (76,218)
--------- ----------
Net cash used in operating activities (44,733) (121,424)
CASH FLOWS FROM INVESTING ACTIVITIES:
Investment in mortgage-related assets (601,124) --
Return of principal from mortgage-related assets 616,302 --
--------- ----------
Net cash provided in investing activities 15,178 --
--------- ----------
NET DECREASE IN CASH AND EQUIVALENTS (29,555) (121,424)
--------- ----------
CASH AND CASH EQUIVALENTS,
beginning of period 600,173 2,886,339
--------- ----------
CASH AND CASH EQUIVALENTS,
end of period $ 570,618 $2,764,915
========= ==========
</TABLE>
The accompanying notes are an integral part of these statements.
6
<PAGE> 7
NOTES TO FINANCIAL STATEMENTS
MERIDIAN POINT REALTY TRUST `83
MARCH 31, 1999
(UNAUDITED)
1. GENERAL
-------
Meridian Point Realty Trust `83 (the "Company") is a business trust organized
under the laws of the State of California for the purpose of acquiring,
operating, holding for investment and ultimately selling income-producing
commercial and industrial real estate. The Company was formed as a
self-liquidating/finite-life real estate investment trust ("REIT"). Under this
self-liquidating policy, the Company may not invest net proceeds from sales or
refinancings in additional properties. The Company was formed on June 24, 1982
and commenced operations on April 12, 1983. On February 23, 1996, the Company
sold all of its real estate properties except for the Charleston Business Park
("Charleston"). On August 22, 1997, the Company sold the Charleston property.
Following the sale, the Company's assets have consisted almost entirely of cash
and cash equivalents and investments in mortgage-related assets. An annual
meeting of shareholders was held on September 22, 1998, for the purpose of
electing trustees and approving and adopting a plan of liquidation. The proposed
plan of liquidation was defeated by shareholders and a new Board of Trustees was
elected. The vote was declared official on September 28, 1998.
2. ESTIMATES, RISKS AND UNCERTAINTIES:
-----------------------------------
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities, the disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
From time to time, the Company is subject to legal claims arising in the
ordinary course of business in connection with the Company's ownership of real
estate and leasing of such real estate to tenants. The Company maintains
liability insurance, subject to customary deductibles and, accordingly,
management does not believe the ultimate resolution of such matters will have a
material effect in the Company's financial position or results of operations.
3. CASH EQUIVALENTS
----------------
The Company considers all investments with an original maturity of three months
or less to be cash equivalents.
4. FAIR VALUE OF FINANCIAL INSTRUMENTS
-----------------------------------
On June 29, 1998 and March 17, 1999, the Company purchased Real Estate Mortgage
Investment Conduits ("REMICs"). The Company classified these investments as
trading
7
<PAGE> 8
securities under Statement of Financial Accounting Standard No. 115, Accounting
for Certain Investments in Debt and Equity Securities. Accordingly, the
unrealized gain on these investments of $2,608 has been included in interest and
other revenues in the accompanying statements of operations for the three months
ended March 31, 1999. Presented in the following table is a schedule of the
REMICs purchased by the Company and their fair market values as of March 31,
1999.
Stated Fair
REMIC Series Interest Rate Maturity Market Value
------------ ------------- -------- ------------
FHLMC 1458 GA 6.750% 05/15/04 $ 131,774
FHLMC 1432 E 6.750% 01/15/06 172,445
FHLMC 1472 E 6.250% 02/15/05 288,283
FNMA 93-250 A 6.150% 09/25/16 600,650
----------
$1,193,152
==========
5. EARNINGS PER SHARE
------------------
Basic earnings per share of beneficial interest is determined by dividing net
loss by the weighted average number of shares of beneficial interest outstanding
during the period. Weighted average number of shares outstanding was 3,031,618
for the three months ended March 31, 1999 and 1998. During the three months
ended March 31, 1999 and 1998, the Company had no dilutive securities
outstanding.
During the three months ended March 31, 1999 and 1998, the Company had no cash
distributions.
6. INCOME TAXES
------------
The Company has previously elected to be taxed as a REIT pursuant to Section
856(c)(1) of the Code and intends to be taxed as a REIT under the Code for the
fiscal year ended December 31, 1998. The REIT provisions of the Code generally
allow a REIT to deduct dividends paid to shareholders in computing the Company's
taxable income. No provisions for federal or state income taxes have been made
in the accompanying Statements of Operations.
To qualify for REIT status, the Company must meet a number of highly technical
organizational and operations requirements on a continuing basis. Those
requirements seek to ensure, among other things, that the gross income and
investments of a REIT are largely real estate related, with certain other
permitted assets, that a REIT distributes substantially all its ordinary taxable
income to shareholders on a current basis and that the REIT's ownership is not
overly concentrated. Due to the complex nature of these rules, the limited
available guidance concerning interpretation of the rules, the importance of
ongoing factual determinations and the possibility of adverse changes
8
<PAGE> 9
in or interpretations of the law, administrative interpretations of the law and
developments at the Company, no assurance can be given regarding the Company's
qualification as a REIT for any particular year. As a result of the Company's
sale of its last real estate property in August 1997, the Company's status as a
REIT for 1997, 1998 and 1999 is dependent, in part, upon tax rules regarding
investments by REITs in certain types of non-real estate assets. The current
Board of Trustees is reviewing with legal counsel the Company's status as a REIT
for the years ended December 31, 1998 and 1997 and the three months ended March
31, 1999.
If the Company failed to qualify as a REIT for either the fiscal year ended
December 31, 1998 or 1997 and the three months ended March 31, 1999, it would be
taxed as a regular corporation, and distributions to shareholders would not be
deductible in computing the Company's taxable income. The resulting corporate
tax liabilities, estimated to be approximately $170,000, could materially reduce
the funds available for distribution to the Company's shareholders or for
reinvestment. If the Company failed to qualify as a REIT, distributions to
shareholders would no longer be required. In addition, distributions in 1997
originally treated as capital gain distributions could be recharacterized as
ordinary dividend distributions to shareholders. Moreover, the Company might not
be able to elect to be treated as a REIT for the four taxable years after the
year during which the Company ceased to qualify as a REIT. If the Company later
requalified as a REIT, it might be required to pay a full corporate-level tax on
any unrealized gain associated with its assets as of the date of requalification
and to make distributions equal to any earnings accumulated during the period of
non-REIT status.
7. RELATED PARTIES
---------------
Effective February 24, 1996, the Company entered into an agreement with E&L
Associates, Inc. ("E&L") under which E&L provided asset management and certain
other administrative services to the Company. E&L received a monthly fee of
$10,000 plus reimbursement for other expenses incurred on behalf of the Company.
During the three month period ended March 31, 1999 and 1998, E&L received
management fees of $0 and $30,000, respectively, all of which is included in
General and Administrative Costs on the accompanying Statements of Operations.
E&L is a wholly-owned subsidiary of a company in which Lorraine O. Legg (the
Company's former Chief Executive Officer and a former Trustee) has an ownership
interest. The agreement between the Company and E & L was terminated by the
current Board of Trustees on September 22, 1998.
Before leaving office, the previous Board created the Meridian Indemnity Trust
(the "Trust") to pay for the expense of defending themselves against potential
litigation. The Trust was funded with $350,000 of Company funds which have been
reflected as "Restricted Cash" in the accompanying Balance Sheet as of March 31,
1999, along with the applicable related interest income.
In connection with the proxy solicitation by Meridian '83 Shareholders'
Committee for Growth, Turkey Vulture Fund XIII, Ltd. (the"Fund"), a shareholder
of the Company, incurred expenses of $102,613 which is included in Accounts
Payable in the accompanying Balance Sheets as of March 31, 1999 and December 31,
1998. The Board of Trustees authorized the expense reimbursement because of the
benefit to the Company of the proxy solicitation. The
9
<PAGE> 10
reimbursement is conditioned upon the authorization by the Company's
shareholders of the conversion of the Company to a perpetual-life REIT through
an amendment to the Declaration of Trust. Richard M. Osborne, the Company's
Chairman of the Board and Chief Executive Officer, is the sole Manager of the
Fund.
At March 31, 1999, the Company has $570,618 of cash and cash equivalents at a
financial institution which is partially owned by a group controlled by Richard
M. Osborne, the Chairman and Chief Executive Officer of the Company.
8. COMMITMENTS AND CONTINGENCIES
-----------------------------
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 Meridian Industrial Trust ("MIT") in 1996 indicated that
soil at the property contained volatile organic compounds in concentrations that
exceeded the cleanup goals typically cited by the California Regional Water
Quality Control Board (the "RWQCB"). As part of the sale transaction, the
Company 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 Company for remediation costs through December 1997, and it does not believe
that any additional costs will be incurred, but there can be no assurance to
that effect. The Company 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 1980s, the San Francisco Bay Region of the RWQCB requested that the
Company investigate and characterize soil and groundwater contamination of the
Charleston property. The Company 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 Company time to complete the pending sale of the Charleston
property. As part of the sale, the purchaser agreed to indemnify the Company
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 Company when it ultimately issues its SCRs order for the property based on
the Company's former ownership. If that occurs, the Company would tender the
SCRs order to the purchaser for compliance. Similarly, the Company would tender
any other environmental claim brought against it to the purchaser pursuant to
the indemnity.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
Introduction and Discussion of Known Trends, Events and Uncertainties
- ---------------------------------------------------------------------
The Company was formed and currently operates as a self-liquidating, finite-life
REIT. As a self-liquidating, finite-life REIT, the Company may not invest net
proceeds from sales or refinancings in additional properties. Therefore, the
company is unable to invest in additional properties. The current Board of
Trustees intends to seek shareholder approval, as quickly as
10
<PAGE> 11
practicable, of an amendment to the Company's Declaration of Trust to eliminate
this self-liquidating policy. The elimination of the self-liquidating policy
would convert the Company to a perpetual-life REIT. This change to a
perpetual-life REIT would enable the Company to continue to operate and grow by
reinvesting proceeds from the sale of the Company's properties into
newly-acquired properties.
Since the Charleston property was sold in August 1997, the Company's remaining
assets consist almost entirely of cash and cash equivalents.
The following discussion should be read in conjunction with the Company's
Balance Sheets and Statements of Operations and Cash Flows and the notes
thereto. Unless otherwise defined in this report, or unless the context
otherwise requires, the capitalized words or phrases referred to in this section
either: (a) describe accounting terms that are used as line items in such
financial statements, or (b) have the meanings ascribed to them in such
financial statements and the notes thereto.
Recent Events
- -------------
On May 12, 1999, the Company entered into a Formation Agreement by and between
the Company, Liberty Self-Stor, Inc., a Maryland corporation and a wholly-owned
subsidiary of the Company ("Liberty"), Liberty Self-Stor, Ltd., an Ohio limited
liability company controlled by Richard M. Osborne (the "Ohio LLC"), Richard M.
Osborne, Thomas J. Smith, Diane M. Osborne, and Retirement Management Company,
an Ohio corporation controlled by Richard M. Osborne. The Formation Agreement
provides for the merger of the Company with and into Liberty. The Formation
Agreement also provides for the formation of a limited partnership by Liberty
and the members of the Ohio LLC (namely, Mr. Osborne, Mr. Smith, Mrs. Osborne
and Retirement Management Company). The newly-formed limited partnership will be
LSS I Limited Partnership, a Delaware limited partnership ("LSS I"). Each member
of the Ohio LLC will exchange his or her membership interests in the Ohio LLC
for limited partnership interests in LSS I. Liberty will contribute cash and
securities to LSS I in exchange for the general partnership interest and limited
partnership interests in LSS I. As a result of the contribution, LSS I will own
cash, securities, all of the interests in the Ohio LLC, which at the time of the
closing will own 15 self-storage facilities, and other assets. The value of the
contribution of the membership interest of the Ohio LLC will be the net asset
value of the properties and other assets contributed. Liberty has filed a
registration statement on Form S-4 with the Securities and Exchange Commission.
The transactions are subject to the approval of the Company's shareholders and
other customary terms and conditions. The Company expects the transactions to
close before October 31, 1999.
Year 2000 Compliance
- --------------------
The Company is continuing its efforts to assess issues related to the capability
of its information systems to properly process transactions using dates
beginning in the Year 2000. The Company is attempting to identify affected
software and develop a plan for correcting that software in the most effective
manner. Remediation of any potential issues regarding year 2000 compliance will
likely include the upgrading or replacement of older software with new programs
and systems,
11
<PAGE> 12
which will handle the Year 2000 and beyond. The Company anticipates that most of
the necessary upgrades and replacements will be in place before mid-1999. The
process of physically upgrading the software has already begun.
Because the Company's assets are in financial institutions and brokerage houses
and that the current operations, and consequently its computer needs, are
limited, the Company does not expect that Year 2000 compliance costs will have
any material adverse effect on the Company's liquidity or ongoing results of
operations. Such costs are expected to be less than $5,000. However, there can
be no assurance that the Company will be successful in implementing its Year
2000 remediation according to the anticipated schedule or that compliance costs
will not have a material adverse effect on the Company's future liquidity or
ongoing results of operations.
Liquidity and Capital Resources
- -------------------------------
The Company's liquidity and capital resources have been dramatically changed as
a result of the February 23, 1996 and August 22, 1997 asset sales and the June
1998 and March 1999 investment of approximately $2 million in short-term
mortgage investments. The Company's source of near-term liquidity is its
unrestricted cash, which at March 31, 1999 totaled $570,618 as compared to
$600,173 at December 31, 1998, a decrease of 4.9%. These funds are expected to
be adequate to satisfy the Company's overhead and operating expenses in the
short term.
An annual meeting of shareholders was held on September 22, 1998, at which time
a proposed plan of liquidation was defeated by shareholders and a new Board of
Trustees was elected. The vote was declared official on September 28, 1998. The
former Trustees created the Meridian Indemnity Trust (the "Indemnity Trust") to
pay for the expenses of defending themselves against potential litigation. The
Indemnity Trust was funded with $350,000 of Company funds, which along with
interest is reflected as "Restricted Cash" on the Company's accompanying Balance
Sheets. Current management is attempting to negotiate the release of these funds
from the Indemnity Trust.
During the three months ended March 31, 1999 and 1998, the Company had no cash
distributions.
Material Changes in Results of Operations
- -----------------------------------------
Revenues
- --------
Interest and Other Revenues were $28,114 and $35,992 in the three months ended
March 31, 1999 and 1998, respectively, a decrease of $7,878, or 21.9%. The
change was due primarily in the Company's average cash balances available for
investment.
Expenses
- --------
Legal Costs for the three months ended March 31, 1999 and 1998 were $10,580 and
$9,851, respectively, an increase of 7.4%.
12
<PAGE> 13
General and Administrative expenses were $32,686 and $92,399 in the three months
ended March 31, 1999 and 1998, respectively, a decrease of $59,713, or 64.6%.
The decrease was primarily due to the elimination of management fees paid to E &
L and the fact that no fees were paid to trustees in the three months ended
March 31, 1999.
Net Loss
- --------
As a result of the factors noted above, net loss was $15,152, or $.01 per share,
and $66,258, or $.02 per share, for the three months ended March 31, 1999 and
1998, respectively. The reduction was primarily due to the decrease in expenses.
Forward-Looking Statements
- --------------------------
Statements that are not historical facts, including statements about the
Company's confidence in its prospects and strategies and its expectations about
growth, are forward-looking statements that involve risks and uncertainties.
These risks and uncertainties include, but are not limited to (1) the Company's
continued tax status as a REIT, (2) the Company's ability to execute its
business plan involving a conversion from a self-liquidating, finite-life REIT
to a perpetual-life REIT, (3) changes in general economic conditions, (4)
changes in local real estate conditions, (5) the inability to generate
sufficient revenues to meet operating expenses, and (6) the failure to manage
growth effectively. Any investor or potential investor in the Company must
consider these risks and others that are detailed in other filings by the
Company with the Securities and Exchange Commission. These risks and others
could cause actual results to differ materially from those in the
forward-looking statements.
Election for REIT Status
- ------------------------
The Company has previously elected to be taxed as a REIT pursuant to Section
856(c)(1) of the Code and intends to be taxed as a REIT under the Code for the
fiscal year ended December 31, 1998. The REIT provisions of the Code generally
allow a REIT to deduct dividends paid to shareholders in computing the Company's
taxable income. No provisions for federal or state income taxes have been made
in the accompanying Statements of Operations.
To qualify for REIT status, the Company must meet a number of highly technical
organizational and operations requirements on a continuing basis. Those
requirements seek to ensure, among other things, that the gross income and
investments of a REIT are largely real estate related, with certain other
permitted assets, that a REIT distributes substantially all its ordinary taxable
income to shareholders on a current basis and that the REIT's ownership is not
overly concentrated. Due to the complex nature of these rules, the limited
available guidance concerning interpretation of the rules, the importance of
ongoing factual determinations and the possibility of adverse changes in or
interpretations of the law, administrative interpretations of the law and
developments at the Company, no assurance can be given regarding the Company's
qualification as a REIT for any particular year. As a result of the Company's
sale of its last real estate property in August 1997, the Company's status as a
REIT for 1997, 1998 and 1999 is dependent, in part, upon tax rules regarding
investments by REITs in certain types of non-real estate assets. The current
Board of
13
<PAGE> 14
Trustees is reviewing with legal counsel the Company's status as a REIT for the
years ended December 31, 1998 and 1997 and the three months ended March 31,
1999.
If the Company failed to qualify as a REIT for either the fiscal year ended
December 31, 1998, 1997 or the three months ended March 31, 1999, it would be
taxed as a regular corporation, and distributions to shareholders would not be
deductible in computing the Company's taxable income. The resulting corporate
tax liabilities, estimated to be approximately $170,000, could materially reduce
the funds available for distribution to the Company's shareholders or for
reinvestment. If the Company failed to qualify as a REIT, distributions to
shareholders would no longer be required. In addition, distributions in 1997
originally treated as capital gain distributions could be recharacterized as
ordinary dividend distributions to shareholders. Moreover, the Company might not
be able to elect to be treated as a REIT for the four taxable years after the
year during which the Company ceased to qualify as a REIT. If the Company later
requalified as a REIT, it might be required to pay a full corporate-level tax on
any unrealized gain associated with its assets as of the date of requalification
and to make distributions equal to any earnings accumulated during the period of
non-REIT status.
- --------------------------------------------------------------------------------
PART II:
- --------------------------------------------------------------------------------
ITEM 3. LEGAL PROCEEDINGS
There are no material pending legal proceedings to which the Company is a party
or to which any of the assets of the Company is subject.
Prior to the current Trustees assuming office, the Company was notified by the
Nasdaq Stock Market that the Company's shares of beneficial interest, without
par value (the "Shares"), would be delisted from the Nasdaq SmallCap Market,
effective December 14, 1998. The Nasdaq Stock Market has taken this action
because the Company does not currently meet the Nasdaq SmallCap Market's
requirement that listed companies maintain a closing bid price of $1.00 or
greater for ten consecutive trading days before December 14, 1998 to comply with
the minimum bid price requirement. The Company appealed the potential delisting
and a hearing was held on February 19, 1999. On May 6, 1999, the Company was
notified of Nasdaq's determination that the Shares were delisted from the Nasdaq
SmallCap Market as of May 6, 1999. The Shares will now be traded on the
Over-the-Counter Bulletin Board Market of Nasdaq.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits: None.
(b) Reports on Form 8-K: None.
14
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MERIDIAN POINT REALTY TRUST `83
Date: May 17, 1999 By: /s/ RICHARD M. OSBORNE
---------------------------------
Richard M. Osborne
Chairman and Chief
Executive Officer
(Principal Executive Officer)
Date: May 17, 1999 By: /s/ RONALD L. RAMER
----------------------------------
Ronald L. Ramer,
Chief Financial Officer
(Principal Financial and Accounting Officer)
15
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> MAR-31-1999
<CASH> 570,618
<SECURITIES> 1,193,152
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 2,168,865
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 2,168,865
<CURRENT-LIABILITIES> 191,508
<BONDS> 0
0
0
<COMMON> 3,031,618
<OTHER-SE> (1,054,261)
<TOTAL-LIABILITY-AND-EQUITY> 2,168,865
<SALES> 0
<TOTAL-REVENUES> 28,114
<CGS> 0
<TOTAL-COSTS> 43,266
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> (15,152)
<INCOME-TAX> 0
<INCOME-CONTINUING> (15,152)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (15,152)
<EPS-PRIMARY> (.01)
<EPS-DILUTED> (.01)
</TABLE>
