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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))
[_] Definitive Proxy Statement
[X] 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.
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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
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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
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Notes:
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MERIDIAN POINT REALTY TRUST VIII COMPANY
June 4, 1997
Dear Shareholder:
. WE BELIEVE TURKEY VULTURE WANTS TO PROFIT AT YOUR EXPENSE
. TURKEY VULTURE ONLY RECENTLY ACQUIRED SHARES
. TURKEY VULTURE WOULD SLOW PRESENT GROWTH EFFORTS
You may have recently been contacted by a group of people calling
themselves The Committee For A Greater Meridian Point VIII ("Committee") who
indicate that they wish to become directors of Meridian Point Realty Trust
VIII Company. One of the principal members of this group is Richard M. Osborne
who controls an entity called Turkey Vultures Fund XIII, Ltd. (Turkey Vulture).
According to documents recently filed, Turkey Vulture has acquired 142,700
shares of the Company's stock within the last few months. Another member of
the Committee who owns stock similarly purchased his shares only recently.
MERIDIAN POINT REALTY TRUST VIII COMPANY
STOCK PRICE PERFORMANCE
[PERFORMANCE GRAPH APPEARS HERE]
<TABLE>
<CAPTION>
Measurement Period Preferred Common S&P 500
(Fiscal Year Covered) Stock Stock Index
- -------------------- ---------- ---------- -------
<S> <C> <C>
Dec-1995 $4 1/2 $7 3/4 $607
Jun-1997 $1 3/8 $3 3/8 $848
</TABLE>
TIS FINANCIAL SERVICES MANAGEMENT PERIOD
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Turkey Vulture is attempting to obtain your votes by dragging up ancient
history that is not relevant to the present Board of Directors or the Company's
current external manager. We believe that the facts speak for themselves:
. Six of your seven directors joined the board in the fall of 1993 --
shortly thereafter they were able to reinstate dividends to all
shareholders which had been suspended by the previous Board. One Board
member joined in December 1995. The Nominating Committee has proposed
a new director for election who brings considerable additional real
estate experience to the Company.
. TIS Financial Services became the Company's manager on December 31,
1995 when the preferred stock price was $4 1/2 and the common was $1
3/8. Recently, the preferred and common have traded at $7 3/4 and $3
3/8 respectively. (Please review the above chart).
. After the Company's previous management reported losses in each of the
preceding six years, the Company reported net income of $1,352,171 in
1996.
. A recently completed analysis by Duff & Phelps determined that a
reasonable liquidation value for the Company in 1998 is anticipated to
be in excess of $65 million if accomplished according to current
projections which would then represent $10 per preferred share and a
substantial return to the common shareholders. Using Turkey Vulture's
numbers, this means your current Board has almost tripled the value of
the Company during their term.
. Management has worked extensively on a two-pronged approach to
increase shareholder value -- (1) improvement of operating performance
for each of the properties, and (2) evaluation of strategic
alternatives which may lead to significant growth for the Company.
. Since the shareholders approved a ByLaw change in June of 1996
allowing reinvestment of sale proceeds, repositioning of the portfolio
has begun with the recently announced sale of two non-strategic
properties, several new acquisitions and the expansion of another
facility.
Turkey Vulture comments that the present Directors and executive officers have
shown little faith in the Company as evidenced by their level of share
ownership. Rest assured that your Board of Directors has a very strong belief in
the Company. You should be aware that during most of their tenure, the Directors
and current executive officers have been advised by Counsel that they could not
acquire shares because of the significant amount of inside information they
possessed in connection with their efforts to pursue new strategic alternatives.
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The important point to remember is that your Board of Directors and management
are in the process of implementing a plan to increase shareholder value. All you
will hear from Turkey Vulture are empty promises to come in and evaluate the
real estate investments with a view toward improving the performance of the
existing portfolio. At best, this would delay the progress that is already
underway. At worst, this is nothing more than a meaningless platitude.
Turkey Vulture states that it plans to elect a new President and CEO. Please
be assured that several current Board Members have met with or interviewed this
proposed CEO and have determined that he is not qualified to run this Company.
Turkey Vulture states that its nominees are committed to achieving attractive
returns for all holders. However, Turkey Vulture has a history of benefiting
itself at the expense of other shareholders through, among other things, the
vehicle of proxy battles for Boards of Directors. We believe that Turkey Vulture
will attempt to benefit itself at the expense of you and other shareholders.
Your Board of Directors and management have begun a plan to increase
shareholder value which includes the interests of all shareholders --preferred
and common. The Committee has no such interests. We, therefore, urge you to vote
in favor of the slate of directors proposed by the Company by signing and dating
the enclosed WHITE proxy card. By doing so, you will be protecting your
investment against Turkey Vulture.
NO MATTER HOW MANY SHARES YOU HOLD,
YOUR VOTE IS IMPORTANT. PLEASE
RETURN THE ENCLOSED WHITE PROXY CARD TODAY.
Sincerely,
/s/ S. Michael Lucash
S. Michael Lucash
Chairman of the Board
IF YOU HAVE ALREADY SENT IN A BLUE PROXY CARD, YOUR RETURN OF A LATER DATED
WHITE PROXY CARD WILL CANCEL THAT VOTE.
