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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [_]
Filed by a Party other than the Registrant [X]
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 Section 240.14a-11(c) or Section 240.14a-12
MERIDIAN POINT REALTY TRUST VIII CO.
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(Name of Registrant as Specified In Its Charter)
R.R. DONNELLEY
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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] No fee required.
[_] 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.
[_] 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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Notes:
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MERIDIAN POINT REALTY TRUST VIII CO.
NOTICE TO SHAREHOLDERS OF ANNUAL MEETING, PROXY STATEMENT, AND PROXY CARD
FOR
ANNUAL MEETING OF SHAREHOLDERS
JUNE 13, 1997
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MERIDIAN POINT REALTY TRUST VIII CO.
NOTICE TO SHAREHOLDERS OF ANNUAL MEETING TO BE HELD ON JUNE 13, 1997
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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 13, 1997 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 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, 1997; and
3. 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 16, 1997, 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 23, 1997 (approximate mailing date of proxy material)
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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.
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PROXY STATEMENT
TABLE OF CONTENTS
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<TABLE>
<CAPTION>
Page
<S> <C>
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................3
Directors and Committees..................................................................4
Board and Committee Meetings..............................................................4
Compensation of Directors.................................................................4
Executive Officers........................................................................5
Compensation of Executive Officers........................................................6
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.....................................................6
PROPOSAL ONE--
NOMINATION AND ELECTION OF DIRECTORS...............................................................7
General .................................................................................7
Nominees .................................................................................8
PROPOSAL TWO--
RATIFICATION OF SELECTION OF INDEPENDENT PUBLIC ACCOUNTANT........................................10
SHAREHOLDER PROPOSALS.............................................................................10
MISCELLANEOUS ....................................................................................11
ANNUAL REPORT ....................................................................................11
OTHER BUSINESS ...................................................................................11
</TABLE>
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MERIDIAN POINT REALTY TRUST VIII CO.
PROXY STATEMENT
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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 13, 1997, 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 23, 1997, 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 16,1997
(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).
1
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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
selection of Arthur Andersen LLP as independent auditors for the Company; and
(iii) 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.
2
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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 16,
1997, by (i) each person known by the Company to own more than 5% of 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>
<CAPTION>
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 #1200
Boston, MA 02108
Massachusetts Bay Transportation Authority 1,183,556 Preferred 22.4%
Retirement Fund (3)
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 1,000 Preferred (2)
5,000 Common (2)
Micolyn M. Yalonis -- -- --
All Directors and executive officers
as a group (12 persons) 2,800 Preferred (2)
11,000 Common (2)
</TABLE>
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(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%
(3) On or about March 21, 1997, Meredith Partners Inc. ("Meredith") filed a
Schedule 13D and disclosed it has entered into a letter Agreement with the
Massachusetts Bay Transportation Authority Retirement Fund ("MBTA") to purchase
1,183,556 shares of preferred stock at a price as stated therein. Closing was
expected to occur on May 20, 1997. The 13D filing disclosed that the source of
the funds will be the capital of Meredith and at least one other unnamed
investor. Meredith further disclosed that it intends to try to influence the
management of the Company. Thereafter, on April 16, 1997, Meredith filed
Amendment No. 1 to the 13D disclaiming any membership in a group and any
agreement with another person for the purposes of acquiring the MBTA shares. On
May 12, 1997, Meredith filed Amendment No. 2, disclosing a revised purchase
price for the MBTA shares and an extended closing date of June 11, 1997.
Meredith again does not disclose the name of the other investor(s) who may
provide capital to purchase the MBTA shares. As of the date of this Proxy
Statement, Meredith has not closed the purchase of any portion of the MBTA
shares.
3
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DIRECTORS AND COMMITTEES
Since December 6 1995, the board of directors has consisted of
Christopher J. Doherty, Peter O. Hanson, Lorraine O. Legg, Lawrence P. Morris,
S. Michael Lucash, Homer McK. Rees, and Micolyn Magee Yalonis.
The board has a standing Audit Committee, a Nominating Committee, a
Compensation Committee and a Strategic Alternatives Committee. The Audit
Committee is comprised of Messrs. Rees, Morris and Hanson. The Nominating
Committee is comprised of Mr. Lucash, Mr. Doherty, Ms. Legg and Ms. Yalonis. The
Compensation Committee is comprised of Ms. Yalonis, Mr. Hanson and Mr. Rees. The
Strategic Alternatives Committee is comprised of Mr. Lucash, Mr. Rees, Mr.
Hanson, and Ms. Yalonis.
The Audit Committee recommends the services of independent accountants,
reviews and evaluates those services, and monitors the Company's internal
controls and accounting procedures. The Nominating Committee recommends the
individuals to be proposed to the shareholders for election to the board of
directors. The Compensation Committee recommends the compensation to be paid to
the Company's management firm. The Strategic Alternatives Committee reviews
strategic business alternatives available to the Company.
BOARD AND COMMITTEE MEETINGS
During 1996, the board held seven meetings, the Audit Committee held
two meetings and the Nominating and Strategic Alternatives Committees did not
hold any separate meetings. Both of the latter committees have held meetings
during the first five months of 1997. During 1996, 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
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 1996, Ms. Yalonis, and Messrs. Doherty, Hanson, Lucash, Morris, and Rees each
received $8,000 as a Director fee.
Chairman Fees. The Company pays the Chairman an annual fee of $25,000
which amount was paid in 1996.
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. Directors are also paid $300 per
half day for time spent attending to the Company's business. During 1996 Mr.
Doherty was paid $4,500, Mr. Hanson was paid $2,900, Mr. Lucash was paid $3,700,
Mr. Rees was paid $5,900, and Ms. Yalonis was paid $4,200.
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. In 1996, Ms. Legg also served as a director of the Company and received
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 of Directors pursuant to the
authority granted to it in the Company's bylaws.
4
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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 57 President and Chief Executive Officer
John E. Castello 52 Senior Vice President and
Chief Financial Officer
Michael Gilbert 53 Vice President Real Estate
Denis F. Shanagher 40 Secretary
Michael Stone 60 Controller
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. Ms. Legg is also
President and Chairman of the Board of TIS Mortgage Investment Company, 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.
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 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 to 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.
5
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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.
COMPENSATION OF EXECUTIVE OFFICERS
As of December 31, 1996, 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.
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 (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. 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.
Effective December 1, 1995, the Company terminated the Amended and
Restated Employee Leasing Agreement with MPP. 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. In connection with transactions,
MPP was dissolved. 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 subsequently received a final accounting relating to the dissolution
of MPP and received the return of its original advance of funds to MPP less
certain MPP expenses for December 1995.
Effective December 1, 1995, the Company entered into a management
agreement with TIS Financial Services, Inc. ("TIS") of San Francisco,
California. Under the 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 was for
one year after which the agreement operated on a month-to-month basis. Effective
March 26, 1997, the Company has extended the TIS Management Agreement to
December 31, 1997, with two additional three month options. The Company pays
TIS, for services rendered under the agreement, a base management fee calculated
on an annual basis of 0.75% of the Company's Average Invested Assets, as defined
in the agreement. The agreement requires that TIS pay the employment expenses of
its personnel. As of December 31, 1996, the Company had no full time salaried
employees.
6
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Effective December 7, 1995, Lorraine O. Legg was elected President and
Chief Executive Officer of the Company. 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. All 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. 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. Mr. Gidel is a new nominee for Company Director.
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.
7
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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: 41
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.
ROBERT H. GIDEL
Age: 45
Mr. Gidel was the President, Chief Operating Officer of Paragon Group Inc., a
diversified real estate investment trust, and Paragon GP Holdings from January
1996 to April 1997. He served as a Director of these companies from February
1996 until April 1997. Mr. Gidel has been the President, Chief Operating Officer
and a director of the general partner of Brazos Partners, L.P., a partnership
that was formed to acquire and liquidate a $3 billion portfolio of real estate
assets previously owned by failed banks, since July 1993. He also was Chief
Operating Officer and a director of Brazos Fund, L.P., a real estate investment
fund , from March 1994 to January 1996, and currently remains a director of that
fund. Mr. Gidel was Managing Director and a director of Alex Brown Kleinwort
Benson Realty Advisors, a real estate investment management firm based in
Baltimore, Maryland, from 1986 to 1993.
PETER O. HANSON
Director (1) (3) (4)
Age: 63
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.
8
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S. MICHAEL LUCASH
Chairman and Director (2) (4)
Age: 46
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 to 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 (1)
Age: 41
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 (1) (3) (4)
Age: 66
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) (3) (4)
Age: 37
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 Audit Committee
(2) Member of the Nominating Committee
(3) Member of the Compensation Committee
(4) Member of the Strategic Alternatives Committee
9
<PAGE>
PROPOSAL TWO
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, 1997. 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, 1997,
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.
The Company has received notice that Allen K. Meredith intends to
present a shareholder proposal at the Annual Meeting relating to Section
6.5(g)(1) of the Company's Amended and Restated ByLaws. Mr. Meredith is the
beneficial owner of 3,000 shares of preferred stock acquired March through April
1997. Mr. Meredith is also a shareholder of Meredith Partners Inc., a California
Corporation which has filed a Schedule 13D, with Amendments thereto, in
connection with a letter of intent to purchase 1,183,556 shares of preferred
stock from the Massachusetts Bay Transportation Authority Retirement Fund. (See
discussion under General Company Information above).
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 1998 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 23, 1998.
10
<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 1996 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 1996 Annual Report to Shareholders, including financial
statements for the years ended December 31, 1996, 1995 and 1994, is being
forwarded to each shareholder of record as of May 16,1997 together with this
Proxy Statement.
OTHER BUSINESS
The Company has received notice that Allen K. Meredith intends to
nominate two individuals for election to the Board of Directors at the Annual
Meeting. (See discussion of Mr. Meredith and Meredith Partners Inc. under
General Company Information and Shareholder Proposals above). The Company also
has received notice that Turkey Vulture Fund XIII, Ltd. ("Turkey"), an Ohio
limited liability company, intends to nominate four individuals for election to
the Board of Directors at the Annual Meeting. Turkey owns 100 shares of the
Company's preferred stock since approximately April 24, 1997 and purports to
beneficially own 142,700 shares of the Company's preferred stock.
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 23,1997
11
<PAGE>
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
P receipt of a copy of the Notice to Shareholders of Annual Meeting and the
accompanying Proxy Statement dated May 23, 1997, and revoking any proxy
R heretofore given, hereby constitutes and appoints S. Michael Lucash and
Peter O. Hanson and each of them, with full power of substitution, as
O attorneys and proxies to appear and vote, as designated below (including
the power to cumulate votes as described in the Proxy Statement), all the
X shares of the Company's capital stock held of record by the undersigned on
May 16, 1997 at the annual meeting of the Company's shareholders to be
Y held at the The Park Hyatt Hotel, 333 Battery Street, San Francisco,
California on June 13, 1997 at 2:00 p.m. Pacific Time or at any
postponements or adjournments thereof.
--------------
| SEE REVERSE |
| SIDE |
--------------
<PAGE>
Please mark your 5181
[X] votes as in this
example.
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
MADE, IT WILL BE VOTED FOR PROPOSALS 1 AND 2.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR THE NOMINEES LISTED
AND FOR PROPOSAL 2.
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of Nominees for Director:
Directors. [ ] [ ]
Christopher J. Doherty Lawrence P. Morris
Robert H. Gidel Homer McK. Rees
Peter O. Hanson Micolyn Magee Yalonis
S. Michael Lucash
FOR, Except vote withheld from the
following nominees(s):
- -----------------------------------
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Approval of Arthur Andersen LLP
as the independent auditors for [ ] [ ] [ ]
the company for fiscal 1997.
3. Such other matters as may
properly come before the
meeting.
- --------------------------------------------------------------------------------
Please check this box if
you plan to attend. [ ]
SIGNATURES(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.
<PAGE>
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
P receipt of a copy of the Notice to Shareholders of Annual Meeting and the
accompanying Proxy Statement dated May 23, 1997, and revoking any proxy
R heretofore given, hereby constitutes and appoints S. Michael Lucash and
Peter O. Hanson and each of them, with full power of substitution, as
O attorneys and proxies to appear and vote, as designated below (including
the power to cumulate votes as described in the Proxy Statement), all the
X shares of the Company's capital stock held of record by the undersigned on
May 16, 1997 at the annual meeting of the Company's shareholders to be
Y held at the The Park Hyatt Hotel, 333 Battery Street, San Francisco,
California on June 13, 1997 at 2:00 p.m. Pacific Time or at any
postponements or adjournments thereof.
--------------
| SEE REVERSE |
| SIDE |
--------------
<PAGE>
Please mark your 5195
[X] votes as in this
example.
THE PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS
MADE, IT WILL BE VOTED FOR PROPOSALS 1 AND 2.
- --------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMEND A VOTE FOR THE NOMINEES LISTED
AND FOR PROPOSAL 2.
- --------------------------------------------------------------------------------
FOR WITHHELD
1. Election of Nominees for Director:
Directors. [ ] [ ]
Christopher J. Doherty Lawrence P. Morris
Robert H. Gidel Homer McK. Rees
Peter O. Hanson Micolyn Magee Yalonis
S. Michael Lucash
FOR, Except vote withheld from the
following nominees(s):
- -----------------------------------
- --------------------------------------------------------------------------------
FOR AGAINST ABSTAIN
2. Approval of Arthur Andersen LLP
as the independent auditors for [ ] [ ] [ ]
the company for fiscal 1997.
3. Such other matters as may
properly come before the
meeting.
- --------------------------------------------------------------------------------
Please check this box if
you plan to attend. [ ]
SIGNATURES(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.
