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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
MERIDIAN POINT REALTY TRUST VIII CO.
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(Name of Issuer)
PREFERRED STOCK
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(Title of Class of Securities)
82627A207
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(CUSIP Number)
Allen K. Meredith
Meredith Partners, Inc.
3000 Sand Hill Road
Building 1 Suite 100
Menlo Park, California 94025
(415) 854-5477
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
With a copy to:
Richard S. Grey
Pillsbury Madison & Sutro LLP
P.O. Box 7880
San Francisco, CA 94120-7880
(415) 983-1000
March 21, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
(CONTINUED ON FOLLOWING PAGE(S))
Page 1 of 6 Pages
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CUSIP NO. 82627A207
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NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
1 PERSONS: Meredith Partners, Inc.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
2 (a) [_]
(b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS (SEE INSTRUCTIONS) WC/00
4
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
5 IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA
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SOLE VOTING POWER | 1,183,556 (see Items 3 and 5)
7 |
NUMBER OF |
|
SHARES -----------------------------------------------------------
SHARED VOTING POWER | NONE
BENEFICIALLY 8 |
|
OWNED BY |
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EACH SOLE DISPOSITIVE | 1,183,556 (see Items 3 and 5)
9 POWER |
REPORTING |
|
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE | NONE
WITH 10 POWER |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
11 EACH REPORTING PERSON 1,183,556 (see Items 2 and 5)
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
12 EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
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PERCENT OF CLASS REPRESENTED
13 BY AMOUNT IN ROW (11) 22.4% (see Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
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Page 2 of 6 Pages
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Item 1. Security and Issuer.
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The class of equity securities to which this statement relates is the
preferred stock, par value $.001 per share (the "Preferred Stock") of Meridian
Point Realty Trust VIII Co., a Missouri corporation (the "Issuer"). The Issuer's
principal executive offices are located at 655 Montgomery Street, Suite 800, San
Francisco, California 94111.
Item 2. Identity and Background.
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(a)-(b) The person filing this Schedule is Meredith Partners, Inc., a
California corporation (the "Company"). The Company's principal business address
is 3000 Sand Hill Road, Building 1, Suite 100, Menlo Park, California 94025.
The principal business of the Company is direct or indirect
investment in real estate or in securities of real estate investment trusts.
(c) Not applicable to this transaction.
(d)-(e) At no time during the last five years was the Company convicted in
a criminal proceeding (excluding traffic violations or similar misdemeanors) or
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities law or finding any
violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
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The Company has entered into a letter agreement (the "Letter Agreement")
dated March 21, 1997 with the Massachusetts Bay Transportation Authority
Retirement Fund. Under the Letter Agreement, the Company has the right to
acquire one million one hundred eighty-three thousand five hundred fifty-six
(1,183,556) shares of Preferred Stock (the "Purchased Shares") for a price of
$7.675 per share; or a total of $9,083,792 (or more at the option of the Company
in certain circumstances described in the Letter Agreement). The closing of the
purchase is expected to occur on May 20, 1997 or earlier, subject to the
satisfaction of certain conditions set forth in the Letter Agreement. The source
of funds to be used to purchase the Purchased Shares will be the capital of the
Company and capital of at least one other investor to which the Company will
assign the right to acquire a portion of the Purchased Shares. Upon closing of
the acquisition of the Purchased Shares pursuant to the Letter Agreement, the
Company intends that no person will own in excess of 9.8% of the total
outstanding shares of the Issuer's Preferred Stock and common stock, computed in
accordance with Sections 542(a) and 544 of the Internal Revenue Code and
applicable regulations thereunder.
Item 4. Purpose of Transaction.
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The Company will acquire beneficial ownership of a portion of the Purchased
Shares for the purpose of investment. However, through ownership of a portion of
the Purchased Shares, the Company intends to try to influence management of the
Issuer, including the appointment of a Chief Executive Officer of the Issuer,
and the Company may nominate persons to serve on the board of
Page 3 of 6 Pages
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directors of the Issuer. In addition, the Company may acquire additional shares
of the Issuer through market transactions and has made offers and to the
Massachusetts State Teachers' and Employees' Retirement Systems Trust and to the
Chicago Truck Drivers, Helpers & Warehouse Workers Union (Independent) Pension
Fund to purchase the shares of Preferred Stock they currently own. The Company's
offer to purchase such shares has not been accepted by either party.
Except as set forth above, the Company has no present plans or proposals
which relate to, or would result in: the acquisition by any person of additional
securities of the Issuer; an extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any of its
subsidiaries; a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries; a change in the present board of directors or
management of the Issuer, including plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board; a material
change in the present capitalization or dividend policy of the Issuer or any
other material change in the Issuer's business or corporate structure; a change
in the Issuer's certificate of incorporation or bylaws or other actions which
might impede the acquisition of control of the Issuer by any person; causing a
class of securities of the issuer being delisted from a national securities
exchange or ceasing to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
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(a) Upon acquisition of the Purchased Shares, the Company will own
directly a portion of the 1,183,556 shares of Preferred Stock representing no
more than 9.8% of the 5,273,927 issued and outstanding shares of Preferred Stock
as of November 1, 1996, the date of the Issuer's 10-Q.
(b) The Company will have the sole power to vote or direct the disposition
of up to 1,186,056 shares of Preferred Stock.
(c) No transactions of Preferred Stock were effected by the Company during
the past 60 days or since the most recent filing on Schedule 13D.
(d) No person other than the Company herein has the right to receive or
the power to direct the receipt of dividends or the proceeds from the sale of
the securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
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Securities of the Issuer.
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Except as described in Item 4, the Company has no contract, arrangement,
understanding or relationship (legal or otherwise) with any person with respect
to any security of the Issuer, including, but not limited to, transfer or voting
of any securities, finder's fees, joint ventures, loan or option arrangements,
puts or calls, guarantees of profits, division of profits or losses, or the
giving or withholding of proxies.
Page 4 of 6 Pages
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Item 7. Materials To Be Filed as Exhibits.
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Exhibit 99.1 - Letter Agreement dated March 21, 1997 between the
Company and Massachusetts Bay Transportation Authority Retirement Fund.
Page 5 of 6 Pages
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SIGNATURE
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After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: March 31, 1997
MEREDITH PARTNERS, INC., a California
corporation
By: /s/ ALLEN K. MEREDITH
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Allen K. Meredith
Its: Chief Executive Officer
Page 6 of 6 Pages
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EXHIBIT 99.1
[LOGO OF MEREDITH PARTNERS]
March 21, 1997
Massachusetts Bay Transportation
Authority Retirement Fund
c/o Mr. John J. Gallahue
99 Summer Street -- 17th Floor
Boston, MA 02110
Re: Meridian Point Realty Trust VIII
Ladies and Gentlemen:
This is an offer by Meredith Partners to purchase from you not less than one
million one hundred eighty-three thousand five hundred fifty-six (1,183,556)
shares of Preferred Stock (the "Shares") of Meridian Point Realty Trust VIII Co.
(the "Company") for a price of seven dollars sixty-seven and one-half cents
($7.675) per Share, or $9,083,792. If countersigned by you below, this letter
will be an agreement between you and Meredith Partners to carry out such
purchase and sale upon the following terms and conditions:
1. Your obligation under this letter agreement will be conditional upon
your satisfaction with the financing source for this transaction
identified by Meredith Partners. Meredith Partners will identify such
financing source for you, and bring the financing source in this
transaction to your offices no later than 3 days after Meredith Partners
receives a copy of this letter agreement signed by you (by fax with hard
copy follow-up). If this condition is not satisfied within the 3 day
period, or you do not approve the participating financing source
presented to you within the 3 day period, this letter agreement will be
terminated and neither party will have any further obligations
thereunder.
2. Immediately upon satisfaction of the condition described in paragraph
1 above, Meredith Partners will open an escrow account and deposit with
Chicago Title Insurance Company (c/o Frank Jansen) an amount of
$50,000.00. Chicago Title will hold this deposit under the terms of this
letter and either apply it to the purchase price for the Shares when
this transaction closes, or release it if the terms of this agreement so
provide, or return it to Meredith Partners if the terms of this
agreement so provide.
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3. The obligation of Meredith Partners to carry out this transaction
will be subject to satisfactory completion of "due diligence" during a
period ending Tuesday, May 6, 1997, and to there being no material
adverse change in the assets, business, properties or financial
condition of the Company prior to closing. If Meredith Partners notifies
you on or prior to May 6, 1997 that it is not satisfied with the results
of its "due diligence" review of the Company, or if there is a material
adverse change in the assets, business, properties or financial
condition of the Company prior to closing, then you will promptly
release to Meredith Partners its deposit furnished under paragraph 2
above. If Meredith Partners notifies you after May 6, 1997 that it is
not satisfied with the results of its "due diligence" review of the
Company, you may (as your sole remedy) retain the deposit furnished to
you under paragraph 2 above.
4. While this letter agreement is in effect, you agree that you will not
solicit any other offers to purchase the Shares or negotiate with any
other buyer with respect to the purchase of the Shares. The foregoing
notwithstanding, if you receive a "Bona Fide Offer" (as defined below)
to purchase the Shares for a cash price of at least $7.775 per Share,
you shall have the right to terminate this letter agreement and accept
the Bona Fide Offer provided the following conditions are met: (a) you
furnish Meredith Partners with a copy of the Bona Fide Offer, and
Meredith Partners fails, within five (5) days after receipt thereof, to
give you written notice of the unconditional agreement of Meredith
Partners to purchase the Shares for a price per Share equal to that
specified in the Bona Fide Offer, (b) you release to Meredith Partners
any deposit which you hold hereunder, and (c) you pay to Meredith
Partners a sum of $100,000.00 for commitments made in connection with
the preparation and financing of the acquisition, with such payment to
occur at the time of the closing of the sale of the Shares.
5. As used above, a "Bona Fide Offer" is an unsolicited unconditional
offer to purchase the Shares made by a financially qualified buyer, with
closing to occur not later than five (5) days after termination of the
rights of Meredith Partners to purchase the Shares under this letter
agreement. Meredith Partners may terminate the seller's option at any
time by committing the above specified earnest money to be nonrefundable
and committing to close not later than twenty-one (21) days after the
earnest money becomes nonrefundable. Notwithstanding the above, your
right to terminate this letter agreement as specified in the above
conditions expires on May 5, and all other conditions in this agreement
remain in full force and effect.
6. You agree to furnish us with any information about the Company and
its assets, business, properties and financial condition which is in
your possession at the signing of this agreement, and to use your best
efforts to obtain such at the signing of this agreement, and to use your
best efforts to obtain such information from other sources. Meredith
Partners will sign a confidentiality agreement in customary form to
facilitate as much disclosure as possible.
2.
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7. If the conditions set forth in paragraph 3 above are satisfied, this
transaction will close on Tuesday, May 20, 1997. Closing will occur by
delivery of one or more certificates representing the Shares to Meredith
Partners, together with duly executed stock powers, against payment of
the balance of the purchase price in immediately available funds in such
manner as you designate.
8. You represent and warrant to Meredith Partners that you own the
Shares, free and clear of any and all claims of other, that you have the
power and authority to sell the Shares as provided herein, and that this
transaction has been duly authorized.
9. You and Meredith Partners agree that this agreement and all of its
terms shall be kept confidential and not disclosed to third parties,
except as required by law.
10. You and Meredith Partners agree that should one or more of the two
entities, Mass STURS or Chicago Truckers, choose not to go forward with
this transaction, and Meredith Partners also chooses not to go forward,
then MBTA is released from this agreement without incurring any
liability.
This offer will remain outstanding until Tuesday, March 25th, 1997.
Very truly yours,
MEREDITH PARTNERS, INC.
By /s/ ALLEN K. MEREDITH
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Allen K. Meredith
Chief Executive Officer
The above offer is accepted by:
Massachusetts Bay Transportation
Authority Retirement Fund
By /s/ JOHN J. GALLAHUE, JR.
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Name John J. Gallahue, Jr.
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Date 3-21-97
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3.
