SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to section 14(a) of the Securities
Exchange Act of 1934
Filed by the Registrant [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 Rule 14a-11(c) or Rule 14a-12
MERIDIAN POINT REALTY TRUST VIII CO.
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(Exact Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-
6(i)(2) or Item 22(a)(2) of Schedule 14A.
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] 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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
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[ ] 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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<PAGE>
Meridian Point Realty Trust VIII Co.
Notice to Shareholders of Annual Meeting, Proxy Statement, and Proxy Card
For
Annual Meeting of Shareholders
June 14, 1996
<PAGE>
___________________________________________________________________
Meridian Point Realty Trust VIII Co.
Notice to Shareholders of Annual Meeting to be Held on June 14, 1996
___________________________________________________________________
PLEASE TAKE NOTICE that the Annual Meeting of Shareholders of Meridian
Point Realty Trust VIII Co., a Missouri corporation (the "Company"), will
be held on June 14, 1996 at 2:00 p.m., local time, at the Park Hyatt Hotel,
333 Battery Street, San Francisco, California 94111 (the "Annual Meeting")
to consider and vote on the following matters:
1. Election of seven directors of the Company (the "Directors") to serve
until the next annual meeting of the Company's shareholders and until the
election and qualification of their respective successors;
2. Approval of amendments to the Company's By Laws related to investment
policy which will allow the Company to reinvest proceeds from the sale of
property.
3. Approval of the recommendation of the Company's Audit Committee and
Board of Directors that Arthur Andersen LLP be appointed as the Company's
independent auditors for the year ending December 31, 1996; 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.
Only shareholders of record at the close of business on May 13, 1996, the
record date of the Annual Meeting, will be entitled to notice of, and to
vote at, the Annual Meeting or any postponements or adjournments thereof.
Those shareholders are cordially invited to attend in person.
A majority of the outstanding shares of the Company 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 proxy card. You may revoke your proxy at any time
before it is voted by filing with the Company a written revocation or a
duly executed proxy card bearing a later date. If you are present at the
Annual Meeting and vote in person, your proxy will not be used.
We look forward to seeing you at the Annual Meeting.
BY ORDER OF THE DIRECTORS,
John E. Castello, Executive VP and Chief Financial Officer
San Francisco, California
May 14, 1996 (approximate mailing date of proxy material)
___________________________________________________________________________
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, PLEASE
SIGN THE ENCLOSED PROXY CARD AND RETURN IT AS PROMPTLY AS
POSSIBLE IN THE ENCLOSED POSTAGE-PAID ENVELOPE.
___________________________________________________________________________
<PAGE>
___________________________________________________________________________
PROXY STATEMENT
TABLE OF CONTENTS
___________________________________________________________________________
Page
----
INFORMATION CONCERNING SOLICITATION AND VOTING 1
General. 1
Voting Right and Outstanding Shares 1
Revocability of Proxies 2
GENERAL COMPANY INFORMATION 2
Security Ownership of Certain Beneficial Owners and Principal
Shareholders 2
Directors and Committees 3
Board and Committee Meetings 3
Compensation of Directors 3
Executive Officers 4
Compensation of Executive Officers 5
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 6
PROPOSAL ONE--
NOMINATION AND ELECTION OF DIRECTORS 7
General 7
Nominees 8
PROPOSAL TWO--
AMENDMENTS TO THE COMPANY'S BY-LAWS 10
PROPOSAL THREE-
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANT 12
SHAREHOLDER PROPOSALS 12
MISCELLANEOUS 13
ANNUAL REPORT 13
OTHER BUSINESS 13
<PAGE>
___________________________________________________________________________
MERIDIAN POINT REALTY TRUST VIII CO.
PROXY STATEMENT
___________________________________________________________________________
INFORMATION CONCERNING SOLICITATION AND VOTING
GENERAL
The enclosed proxy (the "Proxy") is being solicited from the
shareholders of Meridian Point Realty Trust VIII Co., a Missouri
corporation (the "Company"), on behalf of the Company's Board of Directors
(the "Directors") for use at the annual meeting of the Company's
shareholders to be held at the Park Hyatt Hotel, 333 Battery Street, San
Francisco, California 94111 at 2:00 p.m., local time, on June 14, 1996, and
at any postponements or adjournments thereof (the "Annual Meeting") for the
purposes set forth herein. The Company's principal executive offices are
located at 655 Montgomery Street, Suite 800, San Francisco, California
94111.
The Company is mailing this Proxy Statement and the accompanying
Notice to Shareholders of Annual Meeting and Proxy on or about May 14.
1996, to all shareholders entitled to notice of, and to vote at, the Annual
Meeting.
VOTING RIGHTS AND OUTSTANDING SHARES
Only shareholders of record at the close of business on May 13, 1996
(the "Record Date") are entitled to notice of, and to vote at, the Annual
Meeting. At the close of business on the Record Date, there were issued
and outstanding and entitled to vote 1,609,937 shares of the Company's
common stock and 5,273,927 shares of the Company's preferred stock
(collectively, the "Shares").
The presence at the Annual Meeting in person or by proxy of the
holders of a majority of the outstanding Shares entitled to vote at the
close of business on the Record Date is necessary to constitute a quorum
for the transaction of business.
The Articles of Incorporation provide that each outstanding Share is
entitled to one vote for each matter to be voted upon at the Annual
Meeting, except that in the election of Directors, each shareholder has
cumulative voting rights and thus is entitled to as many votes as equal the
number of Shares held multiplied by the number of Directors to be elected
(seven), which votes may be cast for a single candidate or distributed
among two or more candidates as that shareholder may deem fit. By
executing a proxy with respect to the election of Directors, a shareholder
will, unless he or she otherwise directs, grant the proxy holder the
discretion to vote Shares cumulatively for the election of Directors and
for less than the entire number of nominees of the Board of Directors as
the proxy holders deem fit. See "Proposal One - Nomination and Election of
Directors". Voting on all other matters to be submitted at this meeting
will be on a non-cumulative basis.
Shares represented by proxies that reflect abstentions will be treated
as present and entitled to vote in determining the existence of a quorum at
the meeting. In determining the outcome of a particular proposal,
abstentions will not constitute a vote "for" or "against" any proposal but
will be counted in determining the total number of Shares entitled to vote
on the particular proposal.
In determining the presence of a quorum, "broker non-vote" (i.e.,
votes submitted by proxy or in person by brokers or nominees who specify
that instructions have not been received from the beneficial owners or
persons entitled to vote and who do not have discretionary power to vote on
a particular matter) will be treated as present and entitled to vote.
However, if a broker or nominee has indicated on its proxy card that it
does not have discretionary authority to vote the Shares covered by that
proxy card with respect to a particular matter, those Shares will be
treated as not present and not entitled to vote with respect to that matter
(even thought those Shares are considered entitled to vote for quorum
purposes and may be entitled to vote on other matters).
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 of the persons specified on the Proxy as
Directors; (ii) for the proposed amendments to the By Laws, (iii) for the
selection of Arthur Andersen LLP as independent auditors for the Company;
and (iv) in the discretion of the proxy holders as to any other matter that
properly may come before the Annual Meeting. The Directors do not know of
any matter, other than the proposals 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
Company, at the Company's principal executive offices, a written notice of
revocation or a duly executed Proxy bearing a later date, or (ii) by
attending the Annual Meeting, withdrawing the Proxy, and voting in person.
<PAGE>
GENERAL COMPANY 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 of the Company's common and preferred stock as of May
1, 1996, by (i) each person known by the Company to own more the 5% any
class of the Company's voting stock (based upon filings made with the
Securities and Exchange Commission), (ii) each Director, and (iii) all the
Company's Directors and executive officers as a group.
<TABLE>
Amount of Shares
Beneficially Owned Title Percent
Name(1) Directly or Indirectly of Class of Class
- -------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Massachusetts State Teachers' and 1,560,754 Preferred 29.6%
Employees' Retirement Systems Trust
c/o The commonwealth of Massachusetts
Treasury Department
One Ashburton Place - 12th Floor
Boston, MA 02108
Massachusetts Bay Transportation Authority 1,183,556 Preferred 22.4%
Retirement Fund
99 Summer Street - 17th Floor
Boston, MA 02110
Chicago Truck Drivers, Helpers & Warehouse 521,164 Preferred 9.9%
Workers Union (Independent) Pension Fund
809 W. Madison Street
Chicago, IL 60607
Christopher J. Doherty -- -- --
Peter O. Hanson 1,600 Preferred (2)
Lorraine O. Legg 200 Preferred (2)
1,000 Common (2)
S. Michael Lucash -- -- --
Lawrence P. Morris -- -- --
Homer McK. Rees -- -- --
Micolyn M. Yalonis -- -- --
All Directors and executive officers 1,800 Preferred (2)
as a group (12 persons) 1,000 Common (2)
<FN>
(1) Unless otherwise indicated in these footnotes, the persons listed
above have sole voting and investment power over the shares, subject
to community property laws where applicable.
(2) Less than 1%
</TABLE>
DIRECTORS AND COMMITTEES
From January 1, 1995 through September 30, 1995 the board consisted of
Christopher J. Doherty, Peter O. Hanson, Lorraine O. Legg, S. Michael
Lucash, Philip R. O'Connor, Homer McK. Rees, and Micolyn Magee Yalonis. On
September 29, 1995 Philip R. O'Conner resigned from the board effective
September 30, 1995. On December 6, 1995, Lawrence P. Morris was elected to
the Board of Directors.
The board has a standing Executive Committee and a standing Audit
Committee. The executive Committee is comprised of Messrs. Lucash and
Hanson, and the Audit Committee is comprised of Mr. Doherty and Ms.
Yalonis. 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 Company's business affairs except those powers specifically
reserved to the full board or to the shareholders. The Audit Committee
recommends the services of independent accountant, reviews and evaluates
those services, and monitors the Company's internal controls and account
procedures.
BOARD AND COMMITTEE MEETINGS
During 1995, the board held ten meetings, the Audit Committee held two
meetings, and the Executive Committee did not hold any separate meetings.
During 1995, each incumbent Director attended at least 75% of the
aggregate of (i) the total number of board meetings held during the period
that he or she was a Director plus (ii) the total number of meetings held
by all board committees on which he or she served during the periods that
he or she served on those committees.
COMPENSATION OF DIRECTORS
Director Fees. The Company pays each Director an annual fee of
$8,000. In 1995, Ms. Legg, Ms. Yalonis, and Messrs. Doherty, Hanson,
Lucash, O'Connor, and Rees each received $8,000 as a Director fee.
Chairman Fees. The Chairman of the Company, as a member of the
Executive Committee, is not paid a committee meeting fee for participating
in Executive Committee meetings. Instead, the Company pays the Chairman an
annual fee of $25,000. In 1995, Mr. Lucash received $25,000 as a
Chairman's fee.
Committee and Other Meeting Fees. The Directors 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; provided, however,
that the Chairman is not paid committee fees for Executive Committee
meetings attended. Directors are also paid $300 per half day for time
spent attending to the Company's business.. During 1995 Mr. Doherty was
paid $5,300, Mr. Hanson was paid $3,500, Ms. Legg was paid $4,600, Mr.
Lucash was paid $7,700, Mr. O'Connor was paid $3,300, Mr. Rees was paid
$5,900, Ms. Yalonis was paid $5,700, and Mr. Morris was paid $500 in
committee and other meeting fees.
Reimbursements. All Directors are reimbursed for reasonable travel
and other out-of -pocket expenses incurred in connection with attending
board and committee meetings.
In December of 1995, TIS Financial Services Inc., of which Lorraine O.
Legg is President and Chief Executive Officer, became the Manager of the
Company. The management agreement provides that a management fee be paid
to TIS Financial Services in return for services. The management
agreement requires that TIS pay the employment expenses of its own
personnel. Ms. Legg receives no compensation from the Company for serving
as President and Chief Executive Officer. Ms. Legg is also a director of
the Company and receives no compensation for serving as a director.
The compensation and expense reimbursement arrangements for Directors
as set forth above may be changed by the board pursuant to the authority
granted to it in the Company's bylaws.
EXECUTIVE OFFICERS
For each person who currently serves as an executive officer, the
following table sets forth his or her name, age, and positions with the
Company:
Name Age Position
---- --- --------
Lorraine O. Legg 56 President and Chief Executive Officer
John E. Castello 51 Senior Vice President and
Chief Financial Officer
Michael Gilbert 52 Vice President Real Estate
Denis F. Shanagher 39 Secretary
Michael Stone 59 Controller
Heather B. Reynolds 41 Assistant Secretary
Officers of the Company hold office at the discretion of the
Directors. Each executive officer's principal occupations during the past
five years or more are set forth below.
Lorraine O. Legg
President and Chief Executive Officer and Director
Ms. Legg 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. TIS Financial Services, Inc., and its affiliates,
manage portfolios of real estate and mortgage investments for individuals
and corporations, including TIS Mortgage Investment Company, which is a
real estate investment trust traded on the New York Stock Exchange. In
addition, Ms. Legg is a director of CFI Proservice, Inc. located in
Portland, Oregon. Ms. Legg has over thirty-two years of experience in
corporate and real estate finance. Ms. Legg has served as a Director of
the Company since March 1993 and was elected as President and Chief
Executive Officer in December 1995. She also is a Trustee of Meridian
Point Realty Trust '83.
John E. Castello
Senior Vice President and Chief Financial Officer
John E. Castello has been Senior Vice President of TIS Financial Services,
Inc. since 1985, Executive Vice President and Chief Financial Officer of
TIS Mortgage Investment Company since 1988, and Senior Vice President and
Chief Financial Officer of TIS Asset Management, Inc. since 1991 He is a
Director of TIS Mortgage Acceptance Corporation and Assistant Secretary,
INVG Mortgage Securities Corp. (since 1992).
Michael Gilbert
Vice President Real Estate
Mr. Gilbert has served as Vice President Real Estate for TIS Financial
Services since 1995. Prior to this time he was a real estate consultant,
active in major development projects in Southern California and many other
areas of the country. Previously Mr. Gilbert was vice president of S.H.
Management, Inc. a privately owned Los Angeles based real estate investment
concern. He was previously a vice president and director of Gordon Capital
Limited, a member firm of the major Canadian Stock Exchanges.
Denis F. Shanagher
Secretary
Mr. Shanagher has been a partner of the law firm of Preuss Walker &
Shanagher since August of 1993. Mr. Shanagher was a partner in the law
firm of Bronson, Bronson & McKinnon from 1987 - 1993, and an associate in
the firm from 1981-1987. Mr. Shanagher has a J.D. from Hastings College of
the Law and a B.A. from Stanford University. Mr. Shanagher has served as
outside General Counsel to the Company since December of 1994.
Michael Stone, CPA
Controller
Michael Stone has been Controller of TIS Financial Services, TIS Mortgage
Investment Company and TIS Asset Management since 1993. Prior to that Mr.
Stone served as Vice President - Finance at Dolby Laboratories, a position
he held for seven years. He served as Assistant Corporate Controller for
twelve years at McKesson Corporation and Accounting Manager at Crocker
Estate Company. for five years. After receiving his CPA, Mr. Stone was a
Staff Accountant at the firm of Arthur Young and Company for five years.
Heather B. Reynolds
Assistant Secretary
Heather Reynolds has been administrative assistant to Lorraine O. Legg at
TIS Financial Services, Inc. for the past seven months. Before joining
TIS, Ms. Reynolds was senior administrative assistant for two and one half
years to the Senior Managing Director and Branch Manager of Bear Stearns &
Co., Inc. Prior to that she was the Office Manager for Star Systems, a San
Francisco based software company.
<PAGE>
COMPENSATION OF EXECUTIVE OFFICERS
As of December 31, 1995, the Company had no full time employees and is
currently managed under a Management Agreement with TIS Financial Services
Inc. This agreement requires that TIS pay the employment expenses of its
personnel.
Prior to December 1995, the Company shared employee costs under an
internalized management structure using Meridian Point Properties (MPP).
For the year ended December 31, 1995, the Company's allocated share of each
of its executive officer's cash and non-cash compensation did not exceed
$100,000.
<TABLE>
SUMMARY COMPENSATION TABLE
A n n u a l C o m p e n s a t i o n
(a) (b) (c) (d) (i)
Name and All Other
Principal Position Year Salary(2) Bonus(4) Compensation(3)
- ------------------ ---- --------- --------- ---------------
<S> <C> <C> <C> <C>
Milton K. Reeder 1992 $36,383 $ 5,787 $ 1,453
President and
Chief Executive 1993 37,213 16,376 1,105
Officer (1)
1994 54,602 15,000 2,139
1995 48,496 12,000 1,996
<FN>
(1) Mr. Reeder was appointed as President and Chief Executive Officer of
the Company in January 1991. Mr. Reeder was employed pursuant to an
Employment Agreement dated July 2, 1991, which among other provisions,
was subject to renewal in the absence of notice to the contrary more
than six months prior to expiration of its initial term. On June 23,
1995, the Company notified Mr. Reeder of its election not to renew his
Employment Agreement following its expiration on December 31, 1995.
On December 7, 1995, Mr. Reeder submitted his resignation from the
Company and Lorraine O. Legg was elected President and Chief Executive
Officer. Pursuant to the terms of the Employment Agreement, the
Company remained responsible for its allocable share of Mr. Reeder's
compensation through December 31, 1995.
Mr. Reeder's aggregate annual salary to be paid by the companies
participating in the internalized management arrangement was $225,000.
Mr. Reeder was also entitled to certain fringe benefits, including
paid vacation and health, life and long-term disability insurance.
Mr. Reeder's business expenses incurred in the performance of duties
under the Employment Agreement were reimbursed by the participating
companies. The board members of the Company could award Mr. Reeder a
bonus each year under the Employment Agreement based upon an annual
review of Mr. Reeder's performance. In addition to the Company's
allocable share of Mr. Reeder's annual salary specified in the
Employment Agreement, Mr. Reeder received an additional $12,000 from
the Company in the form of bonus compensation for 1995 which was paid
in 1996.
(2) Amounts shown above represent the Company's share of Mr. Reeder's cash
compensation. Mr. Reeder received no non-cash compensation for 1992,
1993, 1994 and 1995. The amounts shown above include salary deferral
contributions made by Mr. Reeder under a 401(k) Investment and
Retirement Plan ("401(k) Plan") established by MPP. The aggregate
value of certain personal benefits received by Mr. Reeder has not been
included in the amounts shown above. In neither 1992, 1993, 1994 nor
1995 did the aggregate value of these benefits exceed the lesser of
$50,000 or 10% of Mr. Reeder's annual salary as set forth above.
(3) The amounts shown above include the Company's share of premiums for
the following insurance provided to Mr. Reeder in excess of that
generally provided to all leased employees: term life insurance
coverage ($188, $148, $272 and $212 in 1992, 1993, 1994 and 1995
respectively); disability insurance coverage ($539, $497, $781 and
$685 in 1992, 1993, 1994 and 1995 respectively); and dependent
medical coverage ($611, $377, $964 and $991 in 1992, 1993, 1994 and
1995 respectively). The amounts shown above also include the
Company's share of matching contributions made by MPP in 1992, 1993,
1994 and 1995 of $81, $83, $122 and $108 respectively, under the
401(k) Plan.
(4) Amounts represents bonus earned during the subject year.
</TABLE>
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
From its inception until March 31, 1991, the Company was externally
managed by companies operating on a for-profit basis. That external
management was discontinued effective April 1, 1991. From April 1, 1991
through November 30, 1995, the Company and other companies of common
initial sponsorship were effectively self-administered through an
internalized management structure. Those other companies were: Meridian
Point Realty Trust '82 (which was dissolved in October 1994), Meridian
Point Realty Trust '83, Sierra Real Estate Equity Trust '84 Co., Meridian
Point Realty Trust IV Co., Meridian Point Realty Trust VI Co., and Meridian
Point Realty Trust VII Co. (the Company and those other companies are
collectively referred to herein as the "Companies").
The Companies leased employees at cost from Meridian Point Properties,
Inc., a California corporation ("MPP"), a captive company controlled by
the Companies, to perform administrative, accounting, asset management, and
property management functions under the terms of an Amended and Restated
Employee Leasing Agreement and certain other agreements. Under this
arrangement, the Companies reimbursed MPP for actual costs incurred by it
in connection with employees leased to the Companies. As of January 1,
1995, the Companies collectively leased thirty-nine employees from MPP.
Because MPP was paid only to the extent necessary to reimburse it for
actual costs, it did not realize any profit.
Prior to December 1, 1995, the cost reimbursements made to MPP were
allocated among the Companies in accordance with the Amended and Restated
Employee Leasing Agreement and other agreements between MPP and the
Companies in the following manner. First, costs directly attributable to a
particular Company were allocated to that Company. Second, costs that were
not directly attributable to a particular Company but rather benefiting a
group or all of the Companies were allocated among those Companies under
formulas that varied depending upon the type of cost involved. From
October 1994 forward, the number of Companies participating in the self-
administered management arrangement was six.
The REIT tax rules prohibit a REIT from owning more than 10% of the
voting securities of any company. Accordingly, each of the Participating
Companies owned 9.0% of the outstanding stock of MPP (aggregating 54% of
the outstanding stock). Milton K. Reeder, President and Chief Executive
Officer of MPP owned the remaining 46% of the outstanding stock.
Effective December 1, 1995, the Company terminated the Amended and
Restated Employee Leasing Agreement with MPP. Thereafter, on February 22,
1996, the Company entered into a MPP Termination Agreement by which its
interest in MPP was terminated. Under the terms of the Agreement, the
Company sold its outstanding MPP stock to MPP and its proportionate
interest in MPP's assets to Meridian Industrial Trust ("MIT") at fair
market value. MIT was formed to merge with certain of the Participating
Companies (Trusts IV, VI and VII) and to purchase certain real estate
assets from Trust '83. In connection with those merger and purchase
transactions, MPP was to be dissolved.
The MPP Termination agreement further required the termination of
certain other agreements between the Company and MPP, and the transfer of
certain third party agreements, right in actions, rights in certain
insurance policies, books and records from MPP to the Company. The Company
and MPP further agreed to the release of any claims, known or unknown,
against the other. The Company received par value of $3.84 per share for
its stock in MPP and $71,850 for its proportionate interest in the assets
of MPP. The Company is currently awaiting a final accounting relating to
the dissolution of MPP whereafter the Company expects to receive the return
of some portion of its original advance of funds to MPP.
Effective December 1, 1995, the Company entered into a management
agreement with TIS Financial Services, Inc. ("TIS") of San Francisco,
California. Under the new management agreement, the Company retained TIS
to manage its assets, properties and investments in addition to performing
administrative services for the Company. The initial term of the
management agreement is for six months after which the agreement will be on
a month to month basis, unless renegotiated by the directors. The Company
pays TIS, for services rendered under the agreement, a base management fee
calculated on an annual basis to be an amount equal to 0.75% of the
Company's Average Invested Assets, as defined in the agreement. This
agreement requires that TIS pay the employment expenses of its personnel.
As of January 1, 1996, the Company has no full time salaried employees.
Effective December 7, 1995, Lorraine O. Legg was elected President and
Chief Executive Officer of the Company, replacing Milton K. Reeder who
resigned on the same date. Ms. Legg is also President and Chief Executive
Officer of TIS and serves as a Director of the Company. Also on December
7, 1995, following the resignation of the other senior officers of the
Company affiliated with MPP, various other TIS employees and other
individuals were elected as officers of the Company. Those officers of the
Company affiliated with TIS receive no direct compensation from the Company
in exchange for their services.
PROPOSAL ONE
------------
NOMINATION AND ELECTION OF DIRECTORS
General
The Directors of the Company are elected annually and serve until the
next annual meeting of shareholders and until their successors are elected
and qualified. The Company's Bylaws provide that the number of Directors
shall be not less than three nor more than seven, and that the exact number
of Directors shall be seven until changed within the limits set forth in
the Bylaws. In addition, the Company's Bylaws provide that a majority of
the Directors shall be "Independent Directors." An "Independent Director"
generally means a Director who is neither an affiliate of a person or
entity providing services to the Company nor is himself performing services
for the Company other than as a Director. Six of the seven current
Directors are "Independent Directors." The Board of Directors has
nominated the seven individuals named below to serve as members of the
Board of Directors of the Company. Six of the seven nominees named below
would be "Independent Directors."
The Bylaws of the Company provide a procedure for shareholder
nomination for election of Directors under which any shareholder entitled
to vote for Directors may nominate candidates for election as Directors.
However, any nomination for Director by any person other than the Board of
Directors may be made only by a record shareholder who has delivered a
written notice to the Secretary of the Company no later than the close of
business fifty days in advance of the Annual Meeting or ten days after the
date on which public disclosure of the date of the Annual Meeting is first
given to shareholders, whichever is later. That shareholder's notice shall
set forth (a) the name and address of the shareholder who intends to make
the nomination and of the person or persons to be nominated, (b) a
representation that the shareholder is a holder of record of stock of the
Company entitled to vote at the Annual Meeting and intends to appear in
person or by proxy at the meeting to nominate the person or persons
specified in the notice, (c) a description of all arrangements or
understandings between the shareholder and each nominee and any other
person or persons (naming such person or persons) pursuant to which the
nomination or nominations are to be made by the shareholder, (d) such other
information regarding each nominee proposed by such shareholder as would be
required to be included in a proxy statement filed pursuant to the proxy
rules of the Securities Exchange Act of 1934, as amended, had the nominee
been nominated, or intended to be nominated, by the Board of Directors, and
(e) the consent of each nominee to serve as a Director if so elected. If
a shareholder nomination is not made in accordance with such procedure, the
Chairman of the Annual Meeting may, if the facts warrant, determine and
declare at the Annual Meeting that a nomination was not made in accordance
with the procedures set forth in the Bylaws and direct that the defective
nomination be disregarded.
Ms. Legg, Ms. Yalonis, and Messrs. Doherty, Hanson, Lucash, Morris,
and Rees, listed below as nominees, currently are Company Directors whose
present terms expire at the Annual Meeting. Each of them has agreed to
serve if elected, and management has no reason to believe that any of them
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 Directors. If
additional persons are nominated by persons other than the Company's Board
of Directors, the proxy holders in their discretion may vote all Proxies
received by them according to the cumulative voting rules to assure the
election of as many of the nominees listed below, or substitute nominees
designated by the Directors, as possible. See "Information Concerning
Solicitation and Voting-Voting Rights and Outstanding Shares." The
nominees receiving the seven highest number of the affirmative votes will
be elected.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" EACH NOMINEE LISTED BELOW,
AND, IN THE ABSENCE OF INSTRUCTIONS TO THE COMPANY, PROXIES SOLICITED IN
CONNECTION WITH THIS PROXY STATEMENT WILL BE SO VOTED OR CUMULATED FOR ANY
SUCH DIRECTORS AS DESCRIBED HEREIN.
Nominees
The following table indicates each nominee's age, current position
with the Company, and business experience during the past five years or
more.
Christopher J. Doherty
Director (2)
Age: 40
Mr. Doherty is a Partner at the Washington D.C. law firm of Fox, Bennett &
Turner. He has been with the firm for a total of six years from 1989 to
1991 and from 1993 to present. Mr. Doherty served as General Counsel and
Deputy Treasurer to the Commonwealth of Massachusetts State Treasurer and
as Massachusetts Special Assistant Attorney from 1991 to 1993. From 1986
to 1989, he served as Legislative Assistant and Counsel to the U.S. Senate
Committee on Labor and Human Resources. From 1979 to 1986 he served as a
Special Assistant to Senator Edward M. Kennedy. Mr. Doherty has a J.D.
from the Georgetown University Law Center and a B.A. from Harvard
University. Mr. Doherty has been a Director of the Company since September
1993.
Peter O. Hanson
Director (1)
Age: 62
Mr. Hanson has been the President of James E. Hanson, Inc., an industrial
real estate developer, property management and realty brokerage firm, since
1966. Since 1984, he has served as President of Property Investors
Associates, Inc. (a subsidiary of James E. Hanson, Inc.), which is the
general partner of five public real estate partnerships. He has been a
Director of seven privately-held corporations and general partner of eleven
privately-held real estate partnerships. 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 has
been a Director of the Company since 1988. He also is a Trustee of
Meridian Point Realty Trust '83 and Meridian Industrial Trust.
Lorraine O. Legg
President and Chief Executive Officer and Director
Age: 56
Ms. Legg 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. TIS Financial Services, Inc., and its affiliates,
manage real estate and mortgage investment portfolios for individuals and
corporations, including TIS Mortgage Investment Company, which is a real
estate investment trust traded on the New York Stock Exchange. In
addition, Ms. Legg is a director of CFI Proservice, Inc. located in
Portland, Oregon. Ms. Legg has over thirty-two years of experience in
corporate and real estate finance. Ms. Legg has served as a Director of
the Company since March 1993 and was elected as President and Chief
Executive Officer in December 1995. She also is a Trustee of Meridian
Point Realty Trust '83.
S. Michael Lucash
Chairman and Director (1)
Age: 45
Mr. Lucash has been a Managing Director for Real Estate at Llama Company
since December 1995. Mr. Lucash was Chief Operating Officer of Boston
Capital Mortgage Company from March through December 1995. From 1993 -
1995 he was Chief Operating Officer of ARBOR National Commercial Mortgage
Corporation. Mr. Lucash was President of Commercial Mortgage Corporation
of America from 1987 to 1993. From 1985 to 1987 Mr. Lucash was Vice
President of Mortgage Banking at City Trust. Mr. Lucash has a B.S. from
Southern Connecticut State University. Mr. Lucash also attended
Massachusetts School of Law. Mr. Lucash has been the Chairman and a
Director of the Company since September 1993.
Lawrence P. Morris
Director
Age:
Mr. Morris has been the Executive Vice President and Head of the Public
Finance Department for Mesirow Financial, Inc. since 1994. From 1985 to
1994, Mr. Morris was a Vice President of First Chicago Capital Markets Inc.
where he managed the investment activities associated with bond financings
and escrow restructuring. From 1982 to 1985 Mr. Morris was an Assistant
Vice President at the First National Bank of Chicago. Mr. Morris received
his B. A. from the University of Notre Dame in 1978 and is a Certified
Public Accountant. Mr. Morris has served as a director of the Company
since December 1995.
Homer McK. Rees
Director
Age: 65
From 1982 to 1992, Mr. Rees held various positions with The Prudential
Insurance Company of America, including Chairman in 1992 and President from
1988 to 1991 of Prudential Capital Corporation, a marketing unit
responsible for origination of private placements. Mr. Rees retired in
1992. Mr. Rees has an M.B.A. from Harvard University and a B.A. from Yale
University. Mr. Rees has served as a Director of the Company since March
1993.
Micolyn M. Yalonis
Director (2)
Age: 36
Ms. Yalonis has been Vice President of Callan Associates, Inc. since 1993.
She was an independent real estate consultant from October 1992 to 1993,
providing independent real estate consulting services to advisors, plan
sponsors, and other institutional market participants. From 1988 to 1992,
she held various positions with Callan Associates Inc., including Vice
President, Manager from 1991 to 1992 and Assistant Vice President from June
1990 to November 1991. Ms. Yalonis has a B.A. from the University of
California, Los Angeles. Ms. Yalonis has been a Director of the Company
since September 1993.
___________________________
(1) Member of the Executive Committee
(2) Member of the Audit Committee
PROPOSAL TWO
------------
AMENDMENTS TO THE COMPANY'S BY LAWS
In March of 1995, the Company engaged CS First Boston as its financial
advisor to assist in the exploration of strategic alternatives and
opportunities that might be available to the Company. During that process,
the Company received and reviewed several preliminary proposals for the
sale or merger of all or a portion of the Company's assets. However, in
the view of the board of directors and management, the preliminary
proposals received were not sufficiently in a range to adequately reflect
the current or future value of the Company and, if consummated, would not
have resulted in an acceptable return for either the preferred or common
shareholders.
In December of 1995, the Company retained TIS Financial Services Inc.
as manager of the Company's assets. The board of directors requested that
the new management team develop a strategic plan to maximize the value of
the Company. Management has proposed a plan whereby the Company will
stabilize its property through selected expansions, dispositions and
refinancing over the course of the next several years. This would include
the expansion of several properties currently owned by the Company, the
sale of certain properties outside the Company's market area, the possible
purchase of new properties within the Company's market area, and
refinancing of the Company's debt, all while attempting to maintain or
improve the Company's dividend payments. Under this plan, management
believes the Company can improve its value so as to result in a
significantly greater return to all shareholders than can be achieved by
liquidation or a transaction at the present time.
The Investment Policy of the Company as contained in its By Laws
contains a so-called "self-liquidating" provision, which states that the
net proceeds from the sale of a property owned by the Company may not be
reinvested but shall be distributed to the shareholders after payment of
indebtedness relating to such property and other obligations. (However,
the proceeds of a sale need not be distributed if they are used to purchase
land underlying any of the Company's other properties, to finance
improvements or additions to any of the Company's properties, or to protect
or enhance the Company's investments in any of its properties, to buy out
disadvantageous leases or to increase reserves.) This self-liquidating
policy essentially precludes the Company from reinvesting the proceeds from
the disposition of its properties into new assets, including property.
While management's proposal to improve the Company's operations can be
implemented to a substantial degree without modification of the self-
liquidating policy, it is believed that providing management with the
flexibility to reinvest property sale proceeds in one or more new
properties will help achieve the goal of increasing the Company's value and
return to shareholders. At this time the Company has no plans to sell any
of its properties, nor any plans to purchase any property, and there is no
guarantee that the Company will pursue such a course of action should the
self-liquidating policy be amended.
The Company's self-liquidating policy is contained in Article VIII,
paragraph 8.1 of the Company's By Laws. The full text is as follows:
_____________________________________________________________________
8.1 General Statement of Policy. The general purpose of the
Trust is to seek income that qualifies under the REIT Provisions of
the Internal Revenue Code. At such time as it is in the best interest
of the Shareholders to do so, the Trustees intend to make investments
in such a manner as to comply with the requirements of the REIT
Provisions of the Internal Revenue Code with respect to the
composition of the Trust's investments and the derivation of its
income; provided, however, 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 conduct
determined to be deliberately fraudulent, a knowing violation of law
or willful misconduct; and provided, further, that during the period
of time that the Trust's portfolio of equity investments is being
developed, the Trust's Assets may be invested in investments that
generate income that does not qualify under the REIT Provisions of the
Internal Revenue Code.
If a sale of a property occurs at any time after three years from
the date on which the property was acquired, the net proceeds of the
sale of such investment property shall not be reinvested, but rather
shall be distributed on a regular basis to the Shareholders after the
payment of indebtedness relating to such property (if required) and
other obligations; provided, however, that the proceeds of the sale
need not be distributed if they are used to purchase the land
underlying any of the Trust's investment properties if the Trust is
not already the owner thereof, to finance improvements or additions to
any property, to protect or enhance the Trust's investment therein, to
buy out disadvantageous leases or to increase reserves.
______________________________________________________________________
Article XI, paragraph 11.1 of the By Laws provides that no amendment
that would alter the "self-liquidating" policy of the Company may be made
unless approved by a majority of the shareholders present either in person
or by proxy at a duly authorized meeting of the shareholders.
The board of directors believes it would be in the best interest of
the shareholders that the Company's self-liquidating policy be amended to
allow for the reinvestment of proceeds from the sale of its properties. As
a result, the board of directors has proposed that Article VIII, paragraph
8.1 of the Company's By Laws be amended to delete the second full paragraph
and thereafter read as follows:
______________________________________________________________________
8.1 General Statement of Policy. The general purpose of the
Trust is to seek income that qualifies under the REIT Provisions of
the Internal Revenue Code. At such time as it is in the best interest
of the Shareholders to do so, the Trustees intend to make investments
in such a manner as to comply with the requirements of the REIT
Provisions of the Internal Revenue Code with respect to the
composition of the Trust's investments and the derivation of its
income; provided, however, 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 conduct
determined to be deliberately fraudulent, a knowing violation of law
or willful misconduct; and provided, further, that during the period
of time that the Trust's portfolio of equity investments is being
developed, the Trust's Assets may be invested in investments that
generate income that does not qualify under the REIT Provisions of the
Internal Revenue Code.
______________________________________________________________________
The Company has no current plans to sell or purchase property upon
approval of this amendment. The Company intends to sell or purchase
property only when such is believed to be in the best interest of the
shareholders and in order to achieve the goal of maximizing the Company's
value and the return to the shareholders. The Company does not believe
this amendment to the By Laws will impact the Company's current dividend
policy.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL, AND, IN
THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, PROXIES SOLICITED IN
CONNECTION WITH THIS PROXY STATEMENT WILL BE SO VOTED.
<PAGE>
PROPOSAL THREE
--------------
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANT
The firm of Arthur Andersen LLP has provided independent public
accounting services to the Company since the Company's inception in 1987.
The Company's Audit Committee has recommended the appointment of Arthur
Andersen LLP to examine the financial statements of the Company for the
fiscal year ending December 31, 1996. The Directors have approved the
recommendation of the Audit Committee and have recommended to the
shareholders that this selection be ratified. If the shareholders do not
ratify the selection of Arthur Andersen LLP as the Company's independent
public accountant, or if circumstances arise that make the continuation of
Arthur Andersen LLP as the Company's independent public accountant
impossible or inappropriate for the year ending December 31, 1996, that
selection will be reconsidered by the Company's Audit Committee and Board
of Directors. 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 DIRECTORS RECOMMENDS A VOTE "FOR" THIS PROPOSAL, AND, IN
THE ABSENCE OF INSTRUCTIONS TO THE CONTRARY, PROXIES SOLICITED IN
CONNECTION WITH THIS PROXY STATEMENT WILL BE SO VOTED.
SHAREHOLDER PROPOSALS
The Bylaws of the Company provide a procedure for shareholder
proposals. This procedure provides that any shareholder intending to
present a proposal at the Annual Meeting must deliver a written notice to
the Chairman of the Board, the President, or the Secretary of the Company
not later than the later of fifty days in advance of the Annual Meeting or
ten days after the date on which public disclosure of the date of the
Annual Meeting is first made to shareholders. This shareholder notice
shall set forth as to each matter the shareholder proposes to bring before
the meeting (I) a reasonably detailed description of the business desired
to be brought before the meeting and the reasons for conducting that
business at the meeting (ii) the name and the business and residence
address of the person proposing that business, (iii) the class and number
of shares of capital stock of the Company which are beneficially owned by
that person, (iv) any material interest of that person in that business,
and (v) any other information that is required to be provided by that
person pursuant to the Securities Exchange Act of 1934, as amended, and the
rules and regulations thereunder. If a shareholder proposal is not made in
accordance with the procedure set forth above, the Chairman of the Annual
Meeting shall, if the facts warrant, determine and declare at the Annual
Meeting that the proposed business was not properly brought before the
Annual Meeting in accordance with the procedures set forth in the Bylaws
and direct that that business not be transacted.
Any shareholder desiring management to consider a proposal for
inclusion in the Company's proxy statement relating to the annual meeting
of shareholders to be held in 1997 must submit the proposal by certified
mail, return receipt requested, to the attention of the Company's Secretary
at the Company's executive office by no later than January 14, 1997.
<PAGE>
MISCELLANEOUS
The proxy statement and the accompanying Proxy are being solicited by
the order of the Directors, and the Company will bear the expense of that
solicitation. Proxies may be solicited by mail, telephone, telegram, or in
person. The Company 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 thereof, and
the Company will reimburse those persons for their reasonable expenses in
so forwarding these materials. Company officers and Directors and others
as yet undesignated may, without additional compensation, solicit Proxies
by telephone or telegram or in person. In addition, the Company will
retain MacKenzie Partners, Inc. to assist in soliciting Proxies for a fee
of approximately $7,500 plus reasonable expenses and costs.
A copy of the Company's 1995 Annual Report on Form 10-K including
financial statements and financial statement schedules is available without
charge to those shareholders who would like more detailed information
concerning the Company. If you desire a copy of that document, please
write to:
John E. Castello
Chief Financial Officer
Meridian Point Realty Trust VIII Co.
655 Montgomery St., Suite 800
San Francisco, CA 94111.
ANNUAL REPORT
The Company's 1995 Annual Report to Shareholders, including financial
statements for the years ended December 31, 1995, 1994 and 1993, is being
forwarded to each shareholder of record as of May 13, 1996 together with
this Proxy Statement.
OTHER BUSINESS
At this date, management knows of no 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.
BY ORDER OF THE DIRECTORS,
John E. Castello
Senior Vice President and Chief Financial Officer
San Francisco, California
May 14, 1996
<PAGE>
PROXY
MERIDIAN POINT REALTY TRUST VIII CO.
655 Montgomery Street, Suite 800
San Francisco, California 94111
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned holder of shares of the capital stock of Meridian Point
Realty Trust VIII Co., a Missouri corporation (the "Company"), acknowledges
receipt of a copy of the Notice to Shareholders of Annual Meeting and the
accompanying Proxy Statement dated May 14, 1996, and revoking any proxy
heretofore given, hereby constitutes and appoints S. Michael Lucash and
Peter O. Hanson and each of them, with full power of substitution, as
attorneys and proxies to appear and vote, as designated below (including
the power to cumulate votes as described in the Proxy Statement), all the
shares of the Company's capital stock held of record by the undersigned on
May 13, 1996 at the annual meeting of the Company's shareholders to be held
at the The Park Hyatt, 333 Battery Street, San Francisco, California on
June 14, 1996 at 2:00 p.m. Pacific Time or at any postponements or
adjournments thereof.
SEE REVERSE SIDE
<PAGE>
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO
DIRECTION IS MADE, IT WILL BE VOTED FOR PROPOSALS 1, 2 AND 3.
The Board of Directors recommend a vote FOR the nominees listed and FOR
proposals 2 and 3.
1. ELECTION OF DIRECTORS
FOR WITHHELD Nominees for Director:
[ ] [ ] Christopher J. Doherty
Peter O. Hanson
Lorraine O. Legg
S. Michael Lucash
Lawrence P. Morris
Homer McK. Rees
Micolyn Magee Yalonis
FOR, Except vote withheld from the following nominee(s):
________________________________________________________________________
2. Approval of an amendment to the Company's By Laws related to investment
policy which will allow the Company to reinvest proceeds from the sale of
property.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
3. Approval of Arthur Andersen LLP as the independent auditors for the
company for fiscal 1996.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
4. Such other matters as may properly come before the meeting.
Please check this box if you plan to attend. [ ]
SIGNATURE(S)_____________________________________ DATE___________________
PLEASE MARK AND DATE THIS PROXY AND SIGN EXACTLY AS YOUR NAME(S) APPEAR(S)
HEREON. 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.
