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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 1)*
Meridian Point Realty Trust VIII Co.
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(Name of Issuer)
Preferred Stock
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(Title of Class of Securities)
589954-20-5
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(CUSIP Number)
Marc C. Krantz, Kohrman Jackson & Krantz P.L.L.,
1375 East 9th Street, Cleveland, Ohio 44114, 216-736-7204
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
June 3, 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 13D, 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).
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SCHEDULE 13D
CUSIP NO. 589954-20-5
<S> <C>
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Turkey Vulture Fund XIII, Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Ohio
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,328,946
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,328,946
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,328,946
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
25.2%
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14 TYPE OF REPORTING PERSON*
OO
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</TABLE>
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CUSIP No. 589954-20-5
This Amendment No. 1 to Schedule 13D Statement is filed on behalf of
Turkey Vulture Fund XIII, Ltd., an Ohio limited liability company (the "Fund"),
for the purpose of reporting certain acquisitions of shares of Preferred Stock,
$.001 par value per share, of Meridian Point Realty Trust VIII Co.
("Meridian").
Item 3. Source and Amount of Funds or Other Consideration.
Item 3 to Schedule 13D Statement is hereby amended and supplemented as
follows:
The Shares reported herein as having been acquired by the Fund were
acquired for the aggregate purchase price of approximately $9.5 million with
working capital of the Fund.
Item 4. Purpose of Transaction.
Item 4 to Schedule 13D Statement is hereby amended and supplemented as
follows:
The Fund is aware that Section 6.5 of Meridian's by-laws purports to
restrict any "person" from acquiring more than 9.8% of the outstanding shares
of Meridian, and that any acquisition of any shares in violation of such
provision shall be deemed an acquisition of shares to be held on behalf of
Meridian. Such provision further provides that shares so acquired "shall not
be considered to be outstanding for quorum or voting purposes, and shall not be
entitled to receive dividends, interest, or any other distribution." If it
becomes necessary to do so, the Fund intends to request that the Board of
Trustees of Meridian amend such provision or grant a waiver therefrom in favor
of the Fund. Notwithstanding the foregoing, the Fund reserves the right to
challenge the legality of such provision.
Item 5. Interest in Securities of the Issuer.
Item 5 to Schedule 13D Statement is hereby amended and supplemented as
follows:
(a) According to the most recently available filing with the Securities
and Exchange Commission by Meridian, there are 5,273,927 Shares outstanding.
The Fund beneficially owns 1,328,946 Shares, or approximately 25.2% of
the outstanding Shares. As sole Manager of the Fund, Mr. Osborne may be deemed
to beneficially own all such Shares.
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CUSIP No. 589954-20-5
(b) Mr. Osborne, as sole Manager of the Fund, has sole power to vote, or
to direct the voting of, and the sole power to dispose or to direct the
disposition of, the Shares owned by the Fund.
(c) The Fund purchased 1,183,556 Shares for $8.00 per Share pursuant to
the Letter Agreement between Massachusetts Bay Transportation Authority
Retirement Fund ("Mass Bay") and Meredith Partners, Inc., dated March 21, 1997
and amended May 6, 1997 (the "Letter Agreement"), and the Assignment Agreement,
dated May 21, 1997, by and between Meredith Partners, Inc. and Turkey Vulture
Fund XIII, Ltd. (the "Assignment Agreement"). The Letter Agreement and the
Assignment Agreement are attached to the original Schedule 13D Statement filed
by the Fund on May 23, 1997 as Exhibits 7.2 and 7.3 thereto, respectively.
The Fund purchased 2,700 Shares in one open market transaction on June 4,
1997 for a price of approximately $7.88 per share, excluding commissions.
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 to Schedule 13D Statement is hereby amended and supplemented as
follows:
Reference is hereby by made to the letter dated June 3, 1997 from Mass Bay
to the Fund, granting an irrevocable proxy to the Fund to vote all 1,183,556
Shares previously owned by Mass Bay at the upcoming annual shareholders
meeting of Meridian. The letter is attached hereto as Exhibit 7.6.
Item 7. Material to be Filed as Exhibits.
Item 7 to Schedule 13D Statement is hereby amended and supplemented as
follows:
Exhibit 7.6 -- Letter dated June 3, 1997 from the Massachusetts Bay
Transportation Authority Retirement Fund to Turkey
Vulture Fund XIII, Ltd.
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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 6, 1997 TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Manager
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CUSIP No. 589954-20-5
Exhibit Index
Exhibit 7.6 -- Letter dated June 3, 1997 from the Massachusetts Bay
Transportation Authority Retirement Fund to Turkey
Vulture Fund XIII, Ltd.
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Exhibit 7.6
June 3, 1997
Richard M. Osborne
Turkey Vulture Fund XIII, Ltd.
7001 Center Street
Mentor, Ohio 44060
Re: Agreement, Proxy and Limited Power of Attorney
Dear Mr. Osborne:
In consideration of the purchase by Turkey Vulture Fund XIII, Ltd. ("TVF")
of 1,183,556 shares of preferred stock (the "Shares") in Meridian Point Realty
Trust VIII Co. ("Meridian"), we hereby agree as follows:
1. We hereby represent and warrant that we shall immediately deliver to
TVF, by overnight courier at the address set forth above and at the sole
expense of TVF, any and all proxies and related materials that we receive from
or with respect to Meridian.
2. We hereby represent and warrant that we were the holders of record of
the Shares on May 16, 1997 (the "Record Date") and that we are duly authorized,
and have full legal right, to vote the Shares and to enter into this agreement.
3. We hereby grant to TVF an irrevocable proxy to vote, or to execute
and deliver written consents or otherwise act with respect to, all of the
Shares at the 1997 annual meeting of stockholders of Meridian, or any
adjournment thereof, to the same extent as we might or could do if we were
present and voting such Shares at such annual meeting.
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Mr. Richard M. Osborne
Turkey Vulture Fund XIII, Ltd.
June 6, 1997
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4. We hereby irrevocably constitute and appoint Richard M. Osborne and
Christopher L. Jarratt, and each of them, with full power of substitution and
re-substitution, as our true and lawful agent, proxy and attorney-in-fact, and
empower and authorize such attorney, in our name, place and stead, to execute,
deliver and do any and all acts necessary or desirable in connection with any
and all proxies received and delivered by us to TVF hereunder with respect to
matters to be voted on by the stockholders of Meridian at such annual meeting.
Very truly yours,
MBTA Retirement Fund
By: John J. Gallahue Jr.
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Its: Executive Director
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