SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 14, 1997
(Date of earliest event reported)
MERIDIAN POINT REALTY TRUST VIII CO.
(Exact name of registrant as specified in its charter)
Missouri 001-10547 94-3058019
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
655 Montgomery Street, Suite 800, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
(415) 274-1808
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 7 of the Form 8-K filed by Meridian Point Realty Trust
VIII Co. on November 24, 1997 is hereby amended and restated in its
entirety as follows:
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
4.1 Amended and Restated Rights Agreement, dated as of December
15, 1997, between Meridian Point Realty Trust VIII Co. and
First Chicago Trust Company of New York, which includes as
Exhibit A thereto the Form of Purchase Rights Certificate and
as Exhibit B thereto the Form of Exchange Rights
Certificate.1
99.1 Press Release of the Company, dated November 14, 1997.
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1 Incorporated herein by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A/A, dated
December 15, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
MERIDIAN POINT REALTY TRUST VIII CO.
By: /s/ Robert H. Gidel
Name: Robert H. Gidel
Title: Chief Executive Officer
Dated: December 15, 1997
INDEX TO EXHIBITS
Exhibit No. Description
4.1 Amended and Restated Rights Agreement, dated as of
December 15, 1997, between Meridian Point Realty
Trust VIII Co. and First Chicago Trust Company of
New York, which includes as Exhibit A thereto the
Form of Purchase Rights Certificate and as Exhibit
B thereto the Form of Exchange Rights Certificate.(1)
99.1 Press Release of the Company, dated November 14,1997.
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1 Incorporated herein by reference to Exhibit 1
to the Company's Registration Statement on
Form 8-A/A, dated December 15, 1997.
FOR IMMEDIATE RELEASE CONTACT: John E. Castello
Meridian Point Realty Trust VIII Company
655 Montgomery Street
Suite 800
San Francisco, California 94111
Tel (415) 274-1808
MERIDIAN POINT REALTY TRUST VIII COMPANY ADOPTS SHAREHOLDER RIGHTS PLAN
San Francisco, California, November 14, 1997 - Meridian
Point Realty Trust VIII Company (AMEX: MPH, MPHpr) today announced that its
Board of Directors had adopted a Shareholder Rights Plan in which purchase
rights will be distributed as a dividend at the rate of one right for each
share of preferred stock of the Company, par value $.001 per share and one
right for each share of common stock of the Company, par value $.001 per
share, held by shareholders of record as of the close of business on
November 30, 1997, and in which exchange rights will be distributed as a
dividend at the rate of one right for each share of common stock of the
Company held by holders of common stock of record as of the close of
business on November 30, 1997.
The Rights Plan is intended to protect shareholders by
deterring coercive takeover tactics, including the accumulation of shares
in the open market or through private transactions, and to prevent an
acquiror from gaining control of the Company without offering a fair price
to all of the Company's shareholders. The Rights Plan is intended to
provide a tool to the Board of Directors of the Company as it begins a
process to actively review strategic alternatives. The rights will expire
on November 30, 2007.
Concurrently with the adoption of the Rights Plan, the
Company announced that it had retained Prudential Securities Incorporated
to assist the Company in exploring alternatives to maximize shareholder
value.
Under the Rights Plan, each purchase right initially will
entitle shareholders to buy 2.9 shares of preferred stock for $32 per
share. Each exchange right will entitle holders of common stock to exchange
each share of common stock for one share of preferred stock, at an exercise
price equal to the difference between the market value of the preferred
stock and the market value of the common stock. The purchase rights will be
exercisable only if a person or group (a) acquires beneficial ownership of
50 percent or more of the Company's common stock (the "Common Stock
Threshold"), 15 percent or more of the Company's preferred stock (the
"Preferred Stock Threshold"), or shares of the Company's capital stock in
an amount equaling percentages of the Common Stock Threshold and the
Preferred Stock Threshold which total at least 100% (e.g., 67% of the 50%
of the outstanding shares of the Company's common stock, and 33% of the 15%
of the outstanding shares of the Company's preferred stock) (the "Capital
Stock Threshold") or (b) commences a tender or exchange offer upon
consummation of which such person or group would beneficially own shares of
the Company's capital stock in an amount which equals or exceeds the
Preferred Stock Threshold, the Common Stock Threshold, or the Capital Stock
Threshold. The exchange rights will be exercisable only if a person or
group acquires beneficial ownership of shares of the Company's capital
stock in an amount which equals or exceeds the Preferred Stock Threshold,
Common Stock Threshold or Capital Stock Threshold, either through open
market purchases or consummation of a tender or exchange offer. However,
the Rights Plan provides for an exception for persons or groups who, on the
date the plan was adopted, beneficially owned shares of the Company's
capital stock in an amount equal to or greater than the Common Stock
Threshold, the Preferred Stock Threshold or the Capital Stock Threshold,
provided that such persons do not thereafter acquire additional shares
equal to 1% or more of the outstanding capital stock.
If any person becomes the beneficial owner of 50 percent or
more of the Company's common stock, 15 percent or more of the Company's
preferred stock, or shares of the Capital Stock of the Company in an amount
which equals or exceeds the Capital Stock Threshold, other than pursuant to
a tender or exchange offer for all outstanding shares of the Company
approved by a majority of the independent directors not affiliated with
such person, then each purchase right not owned by such person or related
parties will entitle its holder to purchase 2.9 shares of the Company's
preferred stock (or, in certain circumstances as determined by the Board,
cash, other property or other securities) for an exercise price of $1.00
per share. In addition, if after any person has become a holder of 50% or
more of the Company's common stock, 15% or more of the Company's preferred
stock, or shares of capital stock of the Company in an amount which equals
or exceeds the Capital Stock Threshold, the Company is involved in a merger
or other business combination transaction with another person in which the
Company does not survive or in which its common stock is changed or
exchanged, or if the Company sells 50 percent or more of its assets or
earning power to another person, each purchase right (except for purchase
rights held by the person who has acquired shares of the Company's capital
stock in an amount which equals or exceeds the Common Stock Threshold, the
Preferred Stock Threshold or the Capital Stock Threshold) will entitle its
holder to purchase, at the purchase right's then current exercise price,
shares of common stock of such other person having a value equal to the
value of 2.9 shares of the preferred stock of the Company, and each
exchange right (except for exchange rights held by the person who has
acquired shares of the Company's capital stock in an amount which equals or
exceeds the Common Stock Threshold, the Preferred Stock Threshold or the
Capital Stock Threshold) will entitle its holder to exchange, at the
exchange right's then current exercise price, each share of common stock of
the Company for shares of common stock of such other person having a value
equal to one share of preferred stock of the Company.
The Company will generally be entitled to redeem the rights
at $.001 per right at any time until 10 business days (subject to
extension) following a public announcement that the Common Stock Threshold,
the Preferred Stock Threshold or the Capital Stock Threshold has been
equaled or exceeded.
Details of the Shareholder Rights Plan are outlined in a
letter to be mailed to all shareholders of the Company.
Safe Harbor Statement Under the Private Securities
Litigation Act of 1995: This press release contains certain forward-looking
statements, including those relating to distribution of dividends and
operation of the Shareholder Rights Plan, that are subject to various risks
and uncertainties that could cause results to differ materially. These
risks include the risk that future action or inaction by the Board with
respect to the Shareholder Rights Plan, including any future decision
relating to redemption of the rights or amendment of the terms of the
rights, could become the subject of litigation and other risks detailed
from time to time in the Company's SEC reports, including the report on
Form 10-Q for the quarter ended September 30, 1997. The Company assumes no
obligation to update the information in this release.
Meridian Point Realty Trust VIII Company is an equity real
estate investment trust through which investors share in the ownership of
income producing industrial real estate. Founded in 1987, the Company is
headquartered in San Francisco and owns properties located in Michigan,
Tennessee, Texas, Arizona, California and Florida. The Company's common
stock trades on the American Stock Exchange under the symbol MPH and the
Company's preferred stock trades on the American Stock Exchange under the
symbol MPHpr.
