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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 4)*
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
June 6, 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 7 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) [X]
(b) [_]
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SEC USE ONLY
3
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC/OO
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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 200,000 (see Items 3 and
NUMBER OF 7 5)
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 200,000 (see Items 3 and
PERSON 5)
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER NONE
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
11 EACH REPORTING PERSON 200,000 (see Item 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) 3.8% (see Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
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Page 2 of 7 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
2 INSTRUCTIONS) (a) [X]
(b) [_]
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SEC USE ONLY
3
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) PF
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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 U.S.A
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7 SOLE VOTING POWER 73,000 (see Item 5)
NUMBER OF
SHARES -----------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY
EACH -----------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER 73,000 (see Item 5)
PERSON
WITH -----------------------------------------------------------
10 SHARED DISPOSITIVE POWER NONE
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY
11 EACH REPORTING PERSON 73,000 (see Item 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) 1.4% (see Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
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Page 3 of 7 pages
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PRELIMINARY NOTE
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The person filing this Amendment No. 4 is Meredith Partners, Inc., a
California corporation (the "Company"). This Amendment No. 4 amends a Statement
on Schedule 13D filed by the Company on March 31, 1997 (the "Original
Statement"), as amended on April 16, 1997 ("Amendment No. 1"), on May 12, 1997
("Amendment No. 2") and on June 10, 1997 ("Amendment No. 3").
This Amendment No. 4 relates to the preferred stock, par value $.001 per
share (the "Preferred Stock") of Meridian Point Realty Trust VIII Co., a
Missouri corporation (the "Issuer") with its principal executive offices located
at 655 Montgomery Street, Suite 800, San Francisco, California 94111.
Other than as set forth below, to the best knowledge of the Company, there
has been no material change in the information set forth in response to any of
the items set forth in the Cover Sheet or to Items 1, 2, 6 and 7 of the Original
Statement, as amended by Amendment No. 1, Amendment No. 2 and Amendment No. 3.
Accordingly, those items are omitted from this Amendment No. 4.
Other than as set forth below, to the best knowledge of the Company, there
has been no material change in the information set forth in response to Rows 1
through 6, inclusive, 8, 10, 12 and 14 of the second Cover Sheet that was
included with Amendment No. 3 with regard to the 70,000 shares of Preferred
Stock of the Issuer which were purchased on June 6, 1997 by Allen K. Meredith
("Mr. Meredith"), Chief Executive Officer of the Company, in his individual
capacity. Mr. Meredith had previously purchased 3,000 shares of Preferred Stock
of the Issuer.
Item 3. Source and Amounts of Funds or Other Consideration.
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The Company has entered into a letter agreement dated March 21, 1997, as
amended by a letter agreement dated May 6, 1997 (as so amended, the "Letter
Agreement"), with the Massachusetts Bay Transportation Authority Retirement Fund
("MBTARF"). 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 $7.90 per
share, or a total of $9,350,092.40 (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 June 11, 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. Unless the
Letter Agreement is terminated and becomes of no further force and effect,
MBTARF will give its proxy to the Company in order for the Company to vote the
Purchased Shares at Meridian Point Realty Trust VII Co.'s next annual meeting.
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.
The Company has entered into an Assignment Agreement dated May 21, 1997
(the "Assignment Agreement") with Turkey Vulture Fund XIII, LTD. ("TVF"), an
Ohio limited liability company. The Assignment Agreement is attached hereto as
Exhibit 99.3. Pursuant to the
Page 4 of 7 Pages
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Assignment Agreement, the Company has assigned to TVF and/or its assignees all
of the Company's right, title and interest in and to the Letter Agreement, and
TVF and/or its assignees have agreed to assume all of the obligations of the
Company thereunder. In consideration for the assignment, TVF has agreed to (i)
pay to the Company $50,000 as reimbursement for the nonrefundable deposit made
by the Company under the Letter Agreement, which amount will be netted against
the purchase price payable by TVF under the Assignment Agreement and the Letter
Agreement; (ii) pay an amount equal to the direct out-of-pocket expenses
incurred by the Company in connection with the negotiation and signing of the
Assignment Agreement and (iii) deliver to the Company an option to buy 200,000
of the Purchased Shares (the "Option").
With regard to the 73,000 shares of Preferred Stock individually owned by
Mr. Meredith, Mr. Meredith utilized personal funds to purchase the same.
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 directors
of the Issuer. In addition, the Company may acquire additional shares of the
Issuer through market transactions and has made offers 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.
Pursuant to the Assignment Agreement, TVF has agreed to vote all shares of
the Issuer as to which it has voting power in such a manner as to have Richard
M. Osborne and Allen K. Meredith elected to the Board of Directors of the
Issuer, with first priority to Mr. Osborne, second priority to Mr. Meredith, and
thereafter priority to other nominees selected by Mr. Osborne. The Company
agrees to assign to TVF or to Mr. Osborne any proxy or proxies obtained by the
Company from MBTARF with respect to the 1997 Annual Meeting of the Issuer, or to
name TVF or Mr. Osborne as substitute proxies.
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.
Page 5 of 7 Pages
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Mr. Meredith acquired 73,000 shares of Preferred Stock of the Issuer for
investment purposes.
Except as set forth above, Mr. Meredith 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 by TVF, the Company will have
an option to purchase 200,000 shares of the Purchased Shares representing 3.8%
of the 5,273,927 issued and outstanding shares of Preferred Stock as of April
30, 1997, the date of the Issuer's 10-Q.
Mr. Meredith beneficially owns 1.4% of the 5,273,927 issued and outstanding
shares of Preferred Stock of the Issuer as of April 30, 1997, 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 200,000 shares of Preferred Stock. Because of certain provisions
contained in the Assignment Agreement, the Company and TVF may be deemed a group
under Rule 13d-5(b), promulgated under the Exchange Act with respect to the
Purchased Shares. For further information in this regard, see Schedule 13D,
together with exhibits attached thereto, filed by TVF with the Securities and
Exchange Commission on May 22, 1997.
Mr. Meredith will have the sole power to vote or direct the disposition of
up to 73,000 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.
On June 6, 1997 Allen K. Meredith, Chief Executive Officer of the Company,
acquired, in his individual capacity, 70,000 shares of Preferred Stock of the
Issuer. Other purchases of Preferred Stock of the Issuer which were previously
effected by Mr. Meredith in his individual capacity are as follows: 1,000 shares
purchased on February 7, 1997; 1,000 shares purchased on February 10, 1997; 500
shares purchased on March 3, 1997; and 500 shares purchased on April 7, 1997.
(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.
Page 6 of 7 Pages
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With regard to the 73,000 shares of Preferred Stock of the Issuer
beneficially owned by Mr. Meredith, no person other than Mr. Meredith 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.
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: June 16, 1997
MEREDITH PARTNERS, INC., a California
corporation
By: /s/ Allen K. Meredith
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Allen K. Meredith
Its: Chief Executive Officer
Page 7 of 7 Pages
