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<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and 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)
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)
May 22, 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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<TABLE>
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,OO
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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 1,326,256*
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,326,256*
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,326,256*
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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)
25.1%
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14 TYPE OF REPORTING PERSON*
OO
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*Includes 1,183,556 Shares which the Fund is obligated to purchase under the
Purchase Agreement as amended, and the Assignment Agreement (as such terms are
defined herein).
</TABLE>
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CUSIP No. 589954-20-5
This original 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, and an agreement to purchase shares of such Preferred
Stock, of Meridian Point Realty Trust VIII Co.
Item 1. Security and Issuer.
This Schedule 13D Statement relates to the shares of Preferred Stock,
$.001 par value per share (the "Shares"), of Meridian Point Realty Trust VIII
Co., a Missouri corporation ("Meridian"), which has its principal executive
offices at 655 Montgomery Street, Suite 800, San Francisco, California 94111.
Item 2. Identity and Background.
(a) The person filing this Schedule 13D is Turkey Vulture Fund XIII,
Ltd., an Ohio limited liability company. Richard M. Osborne is the sole
manager of the Fund.
(b) The address of the Fund, and the business address of Mr. Osborne, is
7001 Center Street, Mentor, Ohio 44060.
(c) The principal business of the Fund is to acquire, hold, sell or
otherwise invest in all types of securities and other instruments. Mr.
Osborne's principal occupation is President and Chairman of the Board of OsAir,
Inc., a property developer and manufacturer of industrial gases for pipeline
delivery. OsAir, Inc. is located at 7001 Center Street, Mentor, Ohio 44060.
(d) Negative with respect to the Fund and Mr. Osborne.
(e) Negative with respect to the Fund and Mr. Osborne.
(f) The Fund is a limited liability company organized under the laws of
the state of Ohio. Mr. Osborne is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
The Shares reported herein as having been acquired by the Fund were
acquired for the aggregate purchase price of approximately $720,000 with a
combination of working capital of the Fund and margin debt from Everen
Securities, Inc. ("Everen").
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CUSIP No. 589954-20-5
Pursuant to an Assignment Agreement, dated May 21, 1997 and executed by
the Fund on May 22, 1997, between Meredith Partners, Inc. ("Meredith") and the
Fund (the "Assignment"), Meredith assigned its rights under a letter agreement
dated March 21, 1997, between Meredith and Massachusetts Bay Transportation
Authority Retirement Fund ("Mass Bay"), and an amendment thereto, dated May 6,
1997 (as amended, the "Purchase Agreement") to the Fund. The Purchase
Agreement provides that Meredith will purchase 1,183,566 Shares at a price of
$7.90 per share on or before June 11, 1997. In consideration for the
Assignment, the Fund agreed to (i) pay Meredith $50,000 to reimburse Meredith
for the nonrefundable deposit Meredith made under the Purchase Agreement, which
amount will be netted against the purchase price payable by the Fund under the
Assignment and the Purchase Agreement; (ii) pay an amount equal to the direct
out-of-pocket expenses incurred by Meredith in connection with the negotiation
and signing of the Assignment and (iii) deliver to Meredith an option to
purchase 200,000 Shares. The Purchase Agreement is attached hereto as Exhibits
7.1 and 7.2. The Assignment is attached hereto as Exhibit 7.3.
Interest on the Everen margin debt is computed at a select rate above the
rate banks charge securities brokers ("brokers call money rate") and is subject
to change, without notice, if the brokers call money rate changes. To the
extent permitted by law, Everen has a lien on the Shares reported herein as
having been acquired by the Fund. A copy of the agreement setting forth the
terms of the Fund's Everen margin debt is attached hereto as Exhibit 7.4.
Item 4. Purpose of Transaction.
The Fund purchased the Shares and the Assignment to effect a change in the
Board of Trustees of Meridian and to appoint Allen K. Meredith as chief
executive officer of Meridian. On May 16, 1997, the Fund delivered to Meridian
advance notice to nominate Mr. Osborne, Christopher L. Jarratt, John J.
Ferchill and Thomas J. Smith to the Board of Trustees of Meridian, a copy of
which is attached hereto as Exhibit 7.5. Meridian has not agreed at this time
to effect a change in its Board or to appoint Mr. Meredith as chief executive
officer. On May 23, 1997, the Fund requested that Meridian supply it with a
copy of a list of shareholders of Meridian.
The Assignment provides that the Fund will vote all shares of Meridian
as to which it has voting power in such a manner as to have Mr. Osborne and
Allen K. Meredith elected to the Board of Trustees of Meridian, with first
priority to Mr. Osborne, second priority to Mr. Meredith, and thereafter
priority to other nominees selected by Mr. Osborne. Meredith further agreed to
assign to the Fund or to Mr. Osborne any proxy or proxies obtained by it from
Mass Bay with respect to the 1997 Annual Meeting of Meridian or to name the
Fund or Mr. Osborne as substitute proxies.
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CUSIP No. 589954-20-5
If it becomes necessary to do so, the Fund intends to request that the
Board of Trustees of Meridian amend Meridian's By-law provisions that purport
to restrict any "person" from acquiring more than 9.8% of the outstanding
shares of Meridian. Notwithstanding the foregoing, the Fund reserves the
right to challenge the legality of such provisions.
The Fund is aware that because Meridian is a REIT, the Internal Revenue
Code of 1986, as amended (the "Code"), may govern the acquisition of additional
Shares by the Fund. In particular, the Code provides that to qualify as a REIT
an entity must (1) throughout each taxable year have at least 100 shareholders
and (2) during the last half of each taxable year have not more than 50% in
value of the outstanding shares of the entity owned, directly or indirectly, by
five or fewer individuals. In exercising its rights under the Assignment and
in the event that the Fund determines to make additional purchases of Shares,
it will continue to review such provisions of the Code to insure that the REIT
status of Meridian is not jeopardized.
Pursuant to the instructions for items (a) through (j) of Item 4 of
Schedule 13D and except as set forth above in this Item 4, neither the Fund
nor Mr. Osborne presently has plans or proposals that relate to or would result
in any of the following:
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Meridian;
(ii) the sale or disposition of a material amount of assets of Meridian;
(iii) a material change in the present capitalization or dividend policy
of Meridian;
(iv) a material change in the business or corporate structure of
Meridian;
(v) a change to the Articles of Incorporation or Bylaws of Meridian or
an impediment to the acquisition of control of Meridian by any person (except
as set forth above);
(vi) the delisting from any national securities exchange of the Shares;
(vii) a class of equity securities of Meridian becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); or
(viii)any action similar to any of those enumerated in (i) through (vii)
above.
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CUSIP No. 589954-20-5
Mr. Osborne and the Fund reserve the right to modify their plans and
proposals described in this Item 4. Further, subject to applicable laws and
regulations, they may formulate plans and proposals that may result in the
occurrence of an event set forth in (i) through (viii) above or in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) According to the most recently available filing with the Securities
and Exchange Commission by Meridian, there are 5,273,927 Shares outstanding.
Including the Shares subject to the Purchase Agreement and the Assignment,
the Fund beneficially owns 1,326,256 Shares, or approximately 25.1% of the
outstanding Shares. As sole sole Manager of the Fund, Mr. Osborne may be
deemed to beneficially own all such Shares.
(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. Because of certain provisions
contained in the Assignment, Meredith and the Fund may be deemed a group under
Rule 13d-5(b), promulgated under the Exchange Act with respect to such Shares.
See Item 4.
(c) The Fund acquired Meredith's rights under the Purchase Agreement on
May 22, 1997 pursuant to the Assignment.
During the past 60 days, the Fund Purchased 9,900 Shares in open market
transactions as set forth below:
<TABLE>
Approximate Per Share Price
Date Number of Shares (Excluding Commissions)
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<S> <C> <C>
April 3, 1997 1,900 $5.50
April 7, 1997 4,000 $6.05
May 9, 1997 1,500 $7.00
May 9, 1997 500 $6.75
May 12, 1997 800 $7.50
May 12, 1997 500 $7.75
May 12, 1997 500 $7.88
May 12, 1997 200 $7.25
</TABLE>
(d) Not Applicable.
(e) Not Applicable.
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CUSIP No. 589954-20-5
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Reference is hereby by made to the Purchase Agreement attached hereto as
Exhibit 7.1 and 7.2, and the Assignment attached hereto as Exhibit 7.3. See
Items 3 and 4.
Item 7. Material to be Filed as Exhibits.
Exhibit 7.1 Letter Agreement between Massachusetts Bay Transportation
Authority Retirement Fund and Meredith Partners, Inc.,
dated March 21, 1997
Exhibit 7.2 Letter Agreement between Massachusetts Bay Transportation
Authority Retirement Fund and Meredith Partners, Inc.,
dated May 6, 1997
Exhibit 7.3 Assignment Agreement, dated May 21, 1997 and executed by
Turkey Vulture Fund XIII, Ltd. on May 22, 1997, by and
between Meredith Partners, Inc. and Turkey Vulture Fund
XIII, Ltd.
Exhibit 7.4 General Account Agreement Letter to Kemper Securities, Inc.
(predecessor-in-interest to Everen) from Turkey Vulture
Fund XIII, Ltd.
Exhibit 7.5 Advance Notice to Nominate Trustees to Meridian Point
Realty Trust VIII Company from Turkey Vulture Fund XIII,
Ltd., dated May 16, 1997
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CUSIP No. 589954-20-5
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: May 22, 1997 TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
---------------------------
Richard M. Osborne, Manager
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<PAGE> 9
CUSIP No. 589954-20-5
Exhibit Index
Exhibit 7.1 Letter Agreement between Massachusetts Bay Transportation
Authority Retirement Fund and Meredith Partners, Inc.,
dated March 21, 1997
Exhibit 7.2 Letter Agreement between Massachusetts Bay Transportation
Authority Retirement Fund and Meredith Partners, Inc.,
dated May 6, 1997
Exhibit 7.3 Assignment Agreement, dated May 21, 1997 and executed by
Turkey Vulture Fund XIII, Ltd. on May 22, 1997, by and
between Meredith Partners, Inc. and Turkey Vulture Fund
XIII, Ltd.
Exhibit 7.4 General Account Agreement Letter to Kemper Securities, Inc.
(predecessor-in-interest to Everen) from Turkey Vulture
Fund XIII, Ltd.
Exhibit 7.5 Advance Notice to Nominate Trustees to Meridian Point
Realty Trust VIII Company from Turkey Vulture Fund XIII,
Ltd., dated May 16, 1997
<PAGE>
EXHIBIT 7.1
[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.
<PAGE>
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.
<PAGE>
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
----------------------
Allen K. Meredith
Chief Executive Officer
The above offer is accepted by:
Massachusetts Bay Transportation
Authority Retirement Fund
By /s/ JOHN J. GALLAHUE, JR.
-------------------------
Name John J. Gallahue, Jr.
-----------------------
Date 3-21-97
-----------------------
<PAGE>
EXHIBIT 7.2
MEREDITH PARTNERS
3000 Sand Hill Road . Building One Suite 100 . Menlo Park, CA 94025
Tel 415-854-5477 . FAX 415-854-2250 . HTTP://WWW.MEREDITHPTRS.COM
May 6, 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 letter agreement will amend the existing agreement between us
(the "Existing Agreement") by letter dated March 21, 1997 from Meredith Partners
to you:
1. The purchase price for the Shares (this and any other capitalized term
used herein and not otherwise defined have the meaning specified in
the Existing Agreement) shall be $7.90 per share, for a total of
$9,350,092.40 or higher per share if another significant shareholder
sells their shares to Meredith Partners in which case we will pay you
at the same rate per share as we paid to such other significant
shareholder on June 11, 1997.
2. Meredith Partners hereby notifies MBTA that it is satisfied with the
results of their "due diligence" in Paragraph 3 of the Existing
Agreement, and the $50,000.00 deposit with Chicago Title Insurance
Company becomes non-refundable.
3. The date of May 20, 1997 in paragraph 4 of the Existing Agreement is
extended to June 11, 1997 for closing.
4. Unless the Existing Agreement, as modified hereby (and by any
subsequent amendments), is no longer in effect, your agree to give us
your proxy to vote the Shares at the Company's next annual meeting.
Except as modified above, our Existing Agreement remains in full force and
effect.
Sincerely,
/s/ Allen K. Meredith
---------------------
Allen K. Meredith
President & CEO
(Continued on Page 2)
<PAGE>
-2-
We agree to the foregoing.
Massachusetts Bay Transportation
Authority Retirement Fund
By /s/ John J. Gallahue Jr.
------------------------
Name John J. Gallahue Jr.
--------------------
Date 5/6/97
<PAGE>
Exhibit 7.3
ASSIGNMENT AGREEMENT
This Assignment Agreement is entered into as of May 21, 1997, by and
between MEREDITH PARTNERS, INC., a California corporation ("Meredith"), and
TURKEY VULTURE FUND XIII, LTD., an Ohio limited liability company ("TVF").
RECITAL
Meredith has entered into a letter agreement dated March 21, 1997, as amended
by letter agreement dated May 6, 1997 (together the "Purchase Agreement"), with
Massachusetts Bay Transportation Authority Retirement Fund ("Mass Bay"),
providing for Meredith to purchase 1,183,556 shares of Preferred Stock (the
"Stock") of Meridian Point Realty Trust VIII Co. ("Meridian") for a purchase
price of $7.90 per share, or a total of $9,350,092.40.
In consideration of the mutual covenants contained herein, the parties hereby
agree as follows:
1. Assignment. Subject to the provisions of this Agreement, Meredith
hereby assigns to TVF and/or its assignees all of Meredith's right, title and
interest in and to the Purchase Agreement, and TVF and/or its assignees agree
to assume all of the obligations of Meredith thereunder.
2. Consideration. In consideration for the assignment by Meredith of its
rights to the Purchase Agreement and subject to the provisions of this
Agreement, TVF agrees to pay Meredith (a) $50,000 to reimburse Meredith for the
nonrefundable deposit Meredith made under the Purchase Agreement, which payment
shall be made concurrently with the execution of this Agreement by a check
payable to Chicago Title Insurance Company (c/o Frank Jansen) against release
by Chicago Title Insurance Company of the deposit previously made by Meredith,
and (b) an amount equal to the direct out-of-pocket expenses incurred by
Meredith in connection with the negotiation and signing of the Purchase
Agreement, including reasonable legal expenses, but in no event more than
$50,000, which amount shall be paid as soon as practicable, but in no event
more than 30 days, after receipt by TVF of receipts or invoices sufficient to
verify the amounts thereof. In addition, TVF agrees to deliver to Meredith, at
the time of the purchase of the Stock from Mass Bay, an option to purchase
200,000 shares of the Stock (the "Option"), the Option to be substantially in
the form of Exhibit A attached hereto.
3. Representations and Warranties of Meredith. Meredith hereby
represents and warrants to TVF as follows: (a) Meredith has the full power and
authority to enter into and perform this Agreement, (b) Meredith is not a party
to any contract or subject to any legal restriction with respect to the Stock
or that would prevent or restrict complete fulfillment by Meredith of all of
the terms and conditions of this Agreement or compliance with any of Meredith's
obligations under it, (c) Meredith has taken all necessary actions to
<PAGE>
<PAGE> 2
authorize and approve the execution, delivery and performance of this
Agreement, (d) this Agreement constitutes a legal, valid and binding obligation
of Meredith, enforceable against Meredith in accordance with its terms, and (e)
the Purchase Agreement is in full force and effect and constitutes a legal,
valid and binding obligation of Meredith, enforceable against Meredith and to
Meredith's knowledge, Mass Bay, in accordance with its terms. Meredith agrees
to make available to TVF or its lawyers all information in Meredith's
possession with respect to Meridian. These representations and warranties
shall be true as of the closing of the purchase of the Stock.
4. Closing. Meredith agrees to give prompt written notice of this
Assignment Agreement to Mass Bay and to notify Mass Bay that the closing under
the Purchase Agreement shall take place no later than June 9, 1997, pursuant to
terms of the Purchase Agreement, and that the certificates for the Stock and a
duly executed proxy to vote all the shares of the Stock at the 1997 Annual
Meeting of Meridian should be delivered to TVF and/or its assignees against
payment by TVF or its assignees of the purchase price. In the event that TVF
or its assignees fail to purchase the Stock from Mass Bay, TVF shall pay to
Meredith, in addition to the amounts set forth in Section 2 hereof, the sum of
$100,000 as liquidated damages (unless the failure to close is due solely to
the failure of Mass Bay to deliver a duly executed proxy to vote all the shares
of Stock at the 1997 Annual Meeting of Meridian, in which case the $100,000
will not be payable) and agrees to indemnify Meredith against, and to hold it
harmless from, any loss, cost, damage, expense or liability it may incur to
Mass Bay as a result of its failure to purchase the Stock pursuant to the
Agreement; provided, however, that TVF shall have no liability for Meredith's
gross negligence or wilful misconduct.
5. Assignment of this Agreement. This Assignment Agreement shall be
assignable by TVF, in whole or in part, without obtaining Meredith's consent in
order to comply with the percentage ownership limitations of Meridian's Bylaws
and applicable law; provided that if TVF or any assignee can not comply with
such ownership percentages, then TVF shall provide Meredith the opportunity to
purchase any Stock that would be deemed to be "Excess Shares" as such term is
defined in Meridian's Bylaws; and, provided further that Meredith or any
assignee of Meredith pursuant to the foregoing proviso will observe the voting
requirements set forth in Section 6 hereof.
6. Voting of Stock. TVF agrees to vote all shares of Meridian 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 Meridian, with first
priority to Mr. Osborne, second priority to Mr. Meredith, and thereafter
priority to other nominees selected by Mr. Osborne. Meredith agrees to assign
to TVF or to Mr. Osborne any proxy or proxies obtained by it from Mass Bay with
respect to the 1997 Annual Meeting of Meridian or to name TVF or Mr. Osborne as
substitute proxies. Meredith shall obtain from Mass Bay a proxy pursuant to the
letter agreement attached hereto as Exhibit B.
<PAGE>
<PAGE> 3
7. General Provisions.
7.1 Notices. Any notice or other communication required or permitted
hereunder shall be in writing and shall be either (i) delivered personally,
(ii) sent by telegraph or telex, (iii) sent by facsimile transmission, (iv)
delivered by nationally recognized overnight courier service against a receipt
therefor, or (v) sent by certified, registered or express mail, postage
prepaid. Any such notice shall be deemed given (A) when so delivered
personally, telegraphed, telexed or sent by facsimile transmission if
applicable; (B) when delivered by courier if applicable; or (C) if mailed, five
days after the date of deposit in the United States mail if applicable, as
follows:
If to Meredith: Meredith Partners, Inc.
3000 Sand Hill Road
Building 1, Suite 100
Menlo Park, CA 94025
Facsimile No.: 415-854-2250
Attention: Allen K. Meredith, President
If to TVF: Turkey Vulture Fund XIII, Ltd.
c/o Richard M. Osborne
7001 Center Street
Mentor, OH 44060
Facsimile No.: 216-255-8645
7.2 Entire Agreement. This Agreement constitutes a complete statement of
the agreements among the parties hereto with respect to the subject matter
hereof and supersedes any prior agreement of the parties with respect thereto.
7.3 Amendment. This Agreement may not be changed orally, but only by an
agreement in writing and signed by all the parties hereto.
7.4 Assignment. Except as specifically set forth above, the parties may
not assign any of their respective duties, obligations, or rights under this
Agreement without the express prior written consent of both of the other
parties, which consent may not be unreasonably withheld.
7.5 Counterparts. This Agreement may be executed in several
counterparts, each of which shall be regarded as an original, and all of which
together shall constitute one and the same instrument, notwithstanding the fact
that all of the parties have not executed the same instrument.
<PAGE>
<PAGE> 4
7.6 Headings. The headings to the Sections hereof are for reference only
and shall not limit or define in any way the content thereof.
7.7 Severability. If any provision of this Agreement shall be held or
deemed to be or shall, in fact, be inoperative or unenforceable as applied in
any particular case for any reason, such circumstances shall not have the
effect of rendering the provision in question inoperative or unenforceable in
any other case or circumstance, or of rendering any other provision or
provisions herein contained invalid, inoperative, or unenforceable to any
extent whatsoever. The invalidity of any one or more provisions of this
Agreement shall not affect the remaining provisions of this Agreement, or any
part thereof.
7.8 Benefit. This Agreement shall inure to the benefit of, and shall be
binding upon, the parties hereto, their successors and assigns.
7.9 Governing Law. This Agreement is to be governed by and construed in
accordance with the laws of the State of Ohio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their duly authorized officers or representatives on the date set
forth above.
MEREDITH PARTNERS, INC.
Date of signature: May 21, 1997 By: /s/ Allen K. Meredith
----------------------------
Its: President & CEO
----------------------------
TURKEY VULTURE FUND XIII, LTD.
Date of signature: May 22, 1997 By: /s/ Richard M. Osborne
----------------------------
Its: Manager
----------------------------
<PAGE>
Exhibit 7.4
GENERAL ACCOUNT AGREEMENT
To: Kemper Securities, Inc.
in account with Kemper Clearing Corp.
Gentlemen:
In consideration of your accepting one or more accounts of the undersigned, it
is agreed as follows:
1. All transactions under this Agreement shall be subject to the
constitution, rules, regulations, customs, usages, rulings and interpretations
of the exchange or market and its clearing house, if any, where executed, and
to all governmental acts and statutes and to rules and regulations made
thereunder insofar as applicable. Whenever any act or statute shall be
enacted, or any regulation shall be made under any act or statute or any rule
or regulation shall be made by any exchange or market of which you are a
member, which shall be applicable to and affect in any manner or be
inconsistent with any of the provisions hereof, the provisions of this
Agreement so affected shall be deemed modified or superseded, as the case may
be, by such act, statute, rule or regulation and all other provisions of this
Agreement and the provisions as so modified shall in all respects continue and
be in full force and effect.
2. All orders for the purchase or sale of any property are given by the
undersigned and executed with the express understanding that an actual purchase
or sale is intended and that it is the undersigned's intention and obligation
in every case to deliver certificates or commodities to cover any and all of
the undersigned's sales and in the case of purchases to receive and pay for
certificates or commodities and that the undersigned will do so in compliance
with all applicable regulations.
3. Except as herein otherwise expressly provided, no provision of this
Agreement may be waived, altered, modified, or amended unless such waiver,
alteration, modification or amendment is in writing and signed by a duly
authorized officer of your corporation.
4. All monies, securities, commodities or other property which you may
at any time be carrying for the undersigned or which may at any time be in your
possession for any purpose, including safekeeping, shall be held by you as
security for the payment of any liability of the undersigned to you,
irrespective of whether or not you have made advances in connection with such
securities, commodities or other property, and irrespective of the number of
accounts the undersigned may have with you.
5. All securities and commodities or any other property, now or
hereafter held by you, or carried by you for the undersigned (either
individually or jointly with others) or deposited to secure the same, may be
held in your name or that of any nominee, and may from time to time and without
notice to the undersigned, be carried in your general loans and may be pledged,
re-pledged, hypothecated, or re-hypothecated, or loaned by you to either
yourselves as brokers or to others, separately or in common with other
securities and commodities or any other property, for the sum due to you from
the undersigned or for a greater sum and without retaining in your possession
and control for delivery a like amount of similar securities, commodities, or
other property.
<PAGE>
<PAGE> 2
6. You are authorized to make such advances and to expend such monies as
in your opinion may be required in respect of all transactions hereunder. The
undersigned agrees to pay customary brokerage and commission charges. Debit
balances of the accounts of the undersigned shall be charged with interest in
accordance with your usual custom, and with any increases in rates caused by
money market conditions, and with such other charges as you may make to cover
your facilities and extra services. Credit balances shall not earn interest.
It is understood and agreed that the interest charge made to the undersigned's
account at the close of one charge period will be compounded, that is, added to
the opening balance for the next charge period unless paid, thereby becoming
part of the principal amount and bearing like interest. A statement disclosing
your credit terms currently applicable to margin transactions is set forth as
part of this Agreement, but is subject to change from time to time as set forth
therein.
7. All securities, other property and collateral deposited for the
protection of the undersigned's collateral and/or margin account may be
deposited with the Depository Trust Company or any other recognized clearing
corporation or depository trust company, and may be held in street name and
used there by you until the undersigned shall demand and become entitled to
delivery thereof; you shall have a reasonable time after such a demand for
delivery to ship securities, other property or collateral from New York or from
any other place where they may be to the place where the same are to be
delivered to the undersigned, and shall only be required to deliver securities,
other property or collateral of the same kind and character as originally
deposited.
8. You shall not be responsible for delays in the transmission of orders
due to breakdown or failure of transmission or communication facilities, and
you shall not be liable for loss caused directly or indirectly by governmental
restrictions, war, strikes, or any other cause or causes beyond your reasonable
control or anticipation.
9. All orders given by the undersigned for the purchase or sale of
securities or other property, which may be listed on more than one exchange or
market, may be executed on any exchange or market selected by you.
10. Whenever in your discretion you consider it necessary for your
protection, or in the event that one or more of the undersigned be judicially
declared incompetent, or dies, or a petition in bankruptcy or for the
appointment of a receiver is filed by or against one or more of the
undersigned, or an assignment is made by one or more of the undersigned for the
benefit of creditors, or an attachment is levied against one or more of the
undersigned's accounts, or the collateral deposited to protect the
undersigned's account is determined by you in your absolute and uncontrolled
discretion, and regardless of current market quotations, to be inadequate to
properly secure the account, then, in any such case, any one of which shall be
a default hereunder, you are authorized to close out the account in whole or in
part and in connection therewith you may sell any or all the securities and
commodities or other property which may be in your possession, or which you may
be carrying for the undersigned, or you may buy in any securities, commodities
or property of which the account or accounts of the undersigned may be short,
or cancel any outstanding orders in order to close out the account or accounts
of the undersigned in whole or in part in order to close out any commitment
made on behalf of the undersigned. Such sale, purchase or cancellation may be
made according to your judgement and may be made, at your discretion, on the
<PAGE>
<PAGE> 3
exchange or other market where such business is then usually transacted, or at
public auction or at private sale, without advertising the same and without
notice to the undersigned or to the personal representatives of the
undersigned, and without prior tender, demand or call of any kind upon the
undersigned or upon the personal representative of the undersigned, and you may
purchase the whole or any part thereof free from any right of redemption, and
the undersigned shall remain liable for any deficiency; it being understood
that a prior tender, demand or call of any kind from you, or prior notice from
you, of the time and place of such sale or purchase shall not be considered a
waiver of your right to sell or buy any securities and/or commodities and/or
other property held by you, or owed you by the undersigned, at any time without
prior tender, demand, call or notice. All costs and expenses of such
transaction(s), including commissions and transfer and stamp taxes, shall be
charged to the undersigned.
11. The undersigned understands that you require the maintenance of
certain margin levels in said accounts and that you may, in your discretion,
periodically increase or decrease such requirements. The undersigned will at
all times maintain margins for said accounts in accordance with the then
existing maintenance requirements.
12. You may at any time terminate any accounts of the undersigned with
you and thereupon all amounts advanced by you and other balances owing, with
interest at the current rate, and any and all commissions due under your
current rate schedule, shall be immediately due and payable upon demand. The
undersigned undertakes, at any time upon your demand, to discharge obligations
of the undersigned to you, including obligations with respect to any account
guaranteed by the undersigned, or, in the event of a closing of any account of
the undersigned in whole or in part by you or the undersigned, and/or a similar
closing of any account guaranteed by the undersigned, to pay the deficiency, if
any, and the undersigned agrees to reimburse you for any costs or expenses
incurred by you in collecting such amounts, including reasonable attorney's
fees. No oral agreement or instructions to the contrary shall be recognized.
13. All transactions for or in connection with the account of the
undersigned shall be deemed to be included in a single account notwithstanding
the fact that such transactions may be segregated on your records into separate
accounts, either severally or jointly with others; and at any time and from
time to time, in your discretion, you may without notice to the undersigned,
apply and/or transfer any or all monies, securities, commodities and/or other
property of the undersigned interchangeably between any accounts of the
undersigned or from any of the undersigned's accounts to any account guaranteed
by the undersigned (other than from Regulated Commodity Accounts.)
14. When placing with you any sell order for short account, the
undersigned will designate it as such and hereby authorizes you to mark such
order as being "short", and when placing with you any order for long account,
will designate it as such and hereby authorizes you to mark such order as being
"long". Any sell order which the undersigned shall designate as being for long
account as above provided, is for securities then owned by the undersigned and,
if such securities are not then deliverable by you from any account of the
undersigned, the placing of such an order shall constitute a representation by
the undersigned that he will deliver them forthwith. Further, in case of the
sale of any security, commodity or other property by you at the direction of
the undersigned and your inability to deliver the same to the purchaser by
<PAGE>
<PAGE> 4
reason of failure of the undersigned to supply you therewith in deliverable
form subject to no restrictions on transfer, then and in such event the
undersigned authorizes you, in your discretion to borrow or buy in any
security, commodity, or other property necessary to make delivery thereof, and
the undersigned hereby agrees to be responsible for any loss which you may
sustain thereby and any premiums which you may be required to pay thereon, and
for any loss which you may sustain by reason of your inability to borrow or as
a result of your buy in of such security, commodity or other property sold.
15. In all transactions between you and the undersigned, the undersigned
understands that you are acting as the brokers of the undersigned, except when
you disclose to the undersigned by your formal confirmation or otherwise in
writing that you are acting, with respect to a particular transaction, as
dealers for your own account or as broker for some other person. You may
employ sub-brokers or other agents, as your agents or as agents of the
undersigned, in connection with the execution of any order or the consummation
of any other transaction hereunder, and you shall be responsible only for
reasonable care in their selection.
16. Reports of the execution of orders and statements of the accounts of
the undersigned shall be conclusive if not objected to in writing at once.
17. Communications may be sent to the undersigned at the address of the
undersigned indicated on the last page of this Agreement or at such other
address as the undersigned may hereafter give you in writing, and all
communications so sent, whether by mail, telegraph, messenger or otherwise,
shall be deemed given to the undersigned personally, whether actually received
or not.
18. The provisions of this Agreement shall in all respects be construed
according to, and the rights and liabilities of the parties hereto shall in all
respects be governed by, the laws of the State of Illinois.
19. The provisions of this Agreement shall be continuous and shall cover
individually and collectively all accounts which the undersigned may open or
reopen with you, and shall enure to the benefit of yourselves, your successors
and assigns and shall be binding upon the undersigned, and/or the estate,
executors, administrators and assigns of the undersigned.
20. Any order given to you by the undersigned shall be binding upon the
undersigned and his personal representative until you have actual notice of his
death and notice thereof shall not in any way affect your rights under this
Agreement to take any action which you could have taken if the undersigned had
not died.
21. You shall not be liable for refusing to obey any orders given by or
for the undersigned with respect to an account(s) which has or have been the
subject of attachment or sequestration in any legal proceeding against the
undersigned, and you shall be under no obligation to contest the validity of
any such attachment or sequestration.
22. The undersigned agrees to indemnify and to hold you harmless from any
loss, damage or liability arising out of any transaction in which you act,
directly or indirectly, as agent of the undersigned, absent any willful or
grossly negligent conduct.
23. Should any valid federal or state law or final determination of any
administrative agency or court of competent jurisdiction affect any provision
of this Agreement, the provision or provisions so affected shall be
automatically conformed to the law or determination and otherwise this
Agreement shall continue in full force and effect.
<PAGE>
<PAGE> 5
24. The undersigned understands in connection with this Agreement an
investigation may be made whereby information is obtained through personal
interviews with his neighbors, friends or others with whom he is acquainted.
This inquiry includes information as to his character, general reputation,
personal characteristics and mode of living. The undersigned has the right to
make a written request within a reasonable period of time for a complete and
accurate disclosure of additional information concerning the nature and scope
of this investigation.
25. Arbitration Disclosures
Arbitration is final and binding on all parties.
The parties are waiving their right to seek remedies in court, including the
right to jury trial.
Pre-arbitration discovery is generally more limited than and different from
court proceedings.
The arbitrator's award is not required to include factual findings or legal
reasoning and any party's right to appeal or seek modification of rulings by
the arbitrators is strictly limited.
The panel of arbitrators will typically include a minority of arbitrators who
were or are affiliated with the securities industry.
It is agreed that any claim, dispute or controversy between us or involving any
affiliate of Kemper Securities, Inc. shall be submitted to arbitration
conducted under (i) the provisions of the Constitution and Rules of the Board
of Governors of the New York Stock Exchange, Incorporated as to any matter, or
(ii) with respect to transactions effected on any other stock exchanges, under
the arbitration rules of such stock exchange, or (iii) pursuant to the code of
Arbitration procedures of the National Association of Securities Dealers,
Incorporated, as the undersigned may elect. The award of the arbitrators will
be final and judgement upon the award rendered may be entered in any court,
state or federal, having jurisdiction. Copies of such arbitration rules may be
obtained from Kemper Securities, Inc., or any such organization.
Arbitration must be commenced by service upon the other party of a written
demand for arbitration or a written notice of intention to arbitrate, therein
electing the arbitration tribunal. In the event the undersigned does not make
such election within five (5) days of such demand notice, then the undersigned
authorizes you to do so on behalf of the undersigned.
Credit Terms in Margin Transactions
A finance charge is made by Kemper Clearing Corp. ("KCC") for extensions
of credit to its customers for the purposes of enabling them to purchase, carry
or trade in any security. These finance charges are described in KCC's monthly
statements as "interest". The following is a statement concerning the method
of computation of total finance charges on credit extended to customers.
<PAGE>
<PAGE> 6
A. The annual rate of the interest charged on net debit balances is computed
at a select rate above the brokers call money rate. The brokers call
money rate is the rate banks charge securities brokers. A higher charge
may be levied against an account depending on various factors such as the
evaluation of the commission income generated by the account, the service
required for the account, etc.
B. Interest charges will be calculated monthly on the adjusted debit balance
in an account using a 360 day year basis. Interest charged is calculated
on a settlement date basis.
C. Interest rates will be changed without notice to the customer in
accordance with changes in the brokers call money rate. Interest is
charged monthly, just prior to the statement date.
D. The daily net balance is determined by combining the daily closing
statement balances in all general (margin) accounts with any free credit
balance in cash accounts.
E. Any mark-to-the-market as a result of a short position, i.e. any credit
that appears in a statement due to short sales (including short sales
against the box) will be used to reduce any debit balance. Since KCC must
borrow the same security in order to deliver it to the buying broker, this
credit is not available to the customer. Therefore, on a daily basis, the
market value of a short sale is debited against the margin balance in
order to arrive at the adjusted debit balance for interest purposes. The
daily closing price is used to determine any appreciation or depreciation
of a security sold short which will, in turn, adjust the daily net
balance. This practice is known as "marking-to-the-market".
F. The amount of interest charges is based on the following formula:
Adjusted Debit Balance Rate Number of Days
1 X 100 X 360
G. An interest charge (as described in A.) will be charged on all prepayments
resulting from proceeds of sales which are paid to the customer prior to
settlement date of the trade for which negotiable securities have been
received.
H. To the extent permitted by applicable law, all securities in all accounts
are collateral for any debit balances in account with KCC. A lien is
created by these debits to secure the amount of money owed KCC. In
accordance with the terms of the General Account Agreement which is signed
below, securities in accounts can be sold to reduce or liquidate entirely
any debit balances in accounts. The customer may be required to deposit
additional collateral in accordance with the rules and regulations of the
appropriate regulatory bodies and internal requirements. KCC reserves the
right to require additional collateral at any time it is deemed desirable.
I. The net debit balance in an account may be paid in full at any time,
thereby avoiding further interest charges.
J. The undersigned has read the foregoing in its entirety before signing.
Questions about interest charges should be directed to the Investment
Broker.
BY SIGNING THIS AGREEMENT, I ACKNOWLEDGE THAT MY SECURITIES MAY BE LOANED TO
YOU OR LOANED OUT TO OTHERS TO THE EXTENT PERMITTED BY APPLICABLE LAWS AND
REGULATIONS.
<PAGE>
<PAGE> 7
THIS AGREEMENT CONTAINS A PRE-DISPUTE ARBITRATION CLAUSE SET FORTH IN PARAGRAPH
25 ABOVE. BY MY SIGNATURE BELOW, I ACKNOWLEDGE THAT I HAVE READ AND AGREE TO
BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT I HAVE
RECEIVED A COPY OF THIS AGREEMENT.
/s/ Richard M. Osborne
- --------------------------- ----------------------
Dated Signature
/s/ E. Tammy Daye /s/ Richard M. Osborne
- ---------------------------- ----------------------
Witness Signature
Turkey Vulture Fund XIII Ltd. WYO7-7905-7985
- ----------------------------- -----------------------------
Account Name Branch I. D. & Account Number
___________________________________________________________________
Home Address
/s/ David Van Duesen
- ------------------------------
Investment Broker's Signature
<PAGE>
Exhibit 7.5
Turkey Vulture Fund XIII, Ltd.
7001 Center Street
Mentor, Ohio 44060
(216) 951-1111
May 16, 1997
Via Facsimile and Messenger Delivery
Meridian Point Realty Trust VIII Company
655 Montgomery Street, Suite 800
San Francisco, CA 94111
Attention: Mr. Shanagher
Re: Advance Notice to Nominate Directors
To the Secretary of Meridian Point Realty Trust VIII Company
In accordance with Section 4.4 of the By-Laws of Meridian Point Realty
Trust VIII Company, a Missouri corporation ("Meridian"), Turkey Vulture Fund
XIII, Ltd., an Ohio limited liability company (the "Fund"), hereby proposes to
nominate four (4) individuals for election to the Board of Trustees of Meridian
at the 1997 Annual Meeting for Meridian to be held on June 13, 1997, at 2:00
p.m., local time, at the Park Hyatt Hotel in San Francisco, California. Under
Section 4.4 of the By-Laws of Meridian and the press release of Meridian dated
May 6, 1997, notice of a stockholder nomination must be provided by May 16,
1997.
The individuals to be nominated by the Fund are Richard M. Osborne,
Christopher L. Jarratt, John J. Ferchill and Thomas J. Smith. All information
required to be disclosed with respect to such individuals pursuant to Section
4.4 of the By-Laws, including all information that would be required to be
disclosed in a proxy statement or other filings required to be made in
connection with the solicitation of proxies for election of directors pursuant
to Section 14 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, is attached hereto as Exhibit 1.
The information required to be disclosed under Section 4.4 of the By-Laws
with respect to the Fund, including all information that would be required to
be disclosed in a proxy statement or other filings required to be made in
connection with the solicitation of proxies for election of directors pursuant
to Section 14 of the Securities Exchange Act of 1934 and the rules and
regulations thereunder, is attached hereto as Exhibit 2. Further, the Fund
hereby represents that such stockholder intends to appear in person or by proxy
at the 1997 Annual Meeting to nominate the persons named herein for election to
the Board of Trustees of Meridian.
<PAGE>
<PAGE> 2
Meridian Point Realty Trust VIII Company
May 16, 1997
Page 2
The consents required to be provided pursuant to Section 4.4 of the
By-Laws are attached hereto as Exhibit 3.
We are certain the shareholders of Meridian would appreciate your
compliance with this notice, which has been made in accordance with the By-Laws
of Meridian.
Sincerely,
TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
---------------------------
Richard M. Osborne
Manager
Attachments
Exhibit 1 - Required Information Re: Nominees
Exhibit 2 - Required Information Re: Stockholder
Exhibit 3 - Consents of Nominees
<PAGE>
<PAGE> 3
Exhibit 1
Required Information Re: Nominees
----------------------------------
<PAGE>
<PAGE> 4
Richard M. Osborne
------------------
Name: Richard M. Osborne
Age: 51
Business Address: OSAIR, Inc.
7001 Center Street
Mentor, Ohio 44060
Residence Address: 9050 Jackson Street
Mentor, OH 44060
Principal Occupation/ President and Chief Executive Officer of OSAIR, Inc.,
Information Required a property developer and manufacturer of industrial
Section 14 of the gases for pipeline delivery, for the past 5 years.
Securities Exchange Mr. Osborne is a Trustee of Brandywine Realty Trust,
Act of 1934 (the Marlton, NJ. Mr. Osborne is a Director of Great Lakes
"Exchange Act"): Bank, Mentor, Ohio.
Meridian Stock Owned: Mr. Osborne is the sole manager of the Turkey Vulture
Fund XIII, Ltd. (the "Fund"), which beneficially owns
142,700 shares of preferred stock of Meridian. As the
Fund's sole manager, Mr. Osborne may be deemed to
beneficially own all shares beneficially owned by the
Fund.
<PAGE>
<PAGE> 5
Christopher L. Jarratt
----------------------
Name: Christopher L. Jarratt
Age: 35
Business Address: Third Capital, LLC
314 Church Street
Nashville, TN 37201
Residence Address: 206 Carden Avenue
Nashville, TN 37205
Principal Occupation/ For the past 5 years, Mr. Jarratt has been the
Information Required President of Jarratt Associates, Inc., Nashville, TN,
By Section 14 of the a corporation engaged in commercial mortgage banking
Exchange Act: and commercial real estate investment activities.
Since September, 1996, Mr. Jarratt has also been the
Chief Executive Officer of Third Capital, LLC,
Nashville, TN, a company engaged in various real
estate investment and advisory activities.
Meridian Stock Owned: 4,000 shares of preferred stock held by spouse.
<PAGE>
<PAGE> 6
Thomas J. Smith
----------------
Name: Thomas J. Smith
Age: 53
Business Address: 8500 Station Street, Suite 100
Mentor, Ohio 44060
Residence Address: 28210 Knickerbocker Drive
Bay Village, Ohio 44140
Principal Occupation/ Since 1992, Mr. Smith has been the President of
Information Required Retirement Management Company, a company engaged
By Section 14 of the in the management of various retirement facilities.
Exchange Act: Since April 1, 1996, Mr. Smith has served as the
Executive Operating Manager of Liberty Self-Stor,
LLC, a company which has owned and operated 20 self-
storage facilities.
Meridian Stock Owned: None.
<PAGE>
<PAGE> 7
John J. Ferchill
----------------
Name: John J. Ferchill
Age: 55
Business Address: 1468 West 9th Street, Suite 825
Cleveland, Ohio 44113
Residence Address: 21230 Avalon Drive
Rocky River, Ohio 44116
Principal Occupation/ For the past 15 years, Mr. Ferchill has served as the
Information Required Chairman and President of J. Christopher Enterprises,
By Section 14 of the a real estate development company that has developed
Exchange Act: over $500,000,000 worth of real estate. J.
Christopher Enterprises currently manages over
1,000,000 square feet of office space and over 2,000
apartments.
Meridian Stock Owned: None.
<PAGE>
<PAGE> 8
Exhibit 2
Required Information Re: Stockholder
------------------------------------
<PAGE>
<PAGE> 9
Exhibit 2
Required Information Re: Stockholder
------------------------------------
Stockholder Name: Turkey Vulture Fund XIII, Ltd. ("Fund")
Stockholder Address: 7001 Center Street
Mentor, Ohio 44060
TIS Stock Owned: The Fund beneficially owns 142,700 shares of preferred
stock of Meridian.
Arrangements with There are no arrangements or understandings between
Nominees the Fund and Richard M. Osborne with respect to Mr.
Osborne's nomination to become a Director of Meridian.
Mr.Osborne is the sole manager of the Fund.
There are no arrangements or understandings between
the Fund, Mr. Osborne and Christopher L. Jarratt with
respect to Mr. Jarratt's nomination to become a
Director of Meridian.
There are no arrangements or understandings between
the Fund, Mr. Osborne and Thomas J. Smith with respect
to Mr. Smith's nomination to become a Director of
Meridian.
There are no arrangements or understandings between
the Fund, Mr. Osborne and John J. Ferchill with
respect to Mr. Smith's nomination to become a Director
of Meridian.
<PAGE>
<PAGE> 10
Exhibit 3
Consents of Nominees
--------------------
<PAGE>
<PAGE> 11
CONSENT
--------
The undersigned individual, Richard M. Osborne, hereby consents to being named
as a nominee for the election of Directors of Meridian Point Realty Trust VIII
Company, a Missouri corporation ("Meridian") at the 1997 Annual Meeting of
Meridian to be held on June 13, 1997; and further consents to serve as a
Director of Meridian if elected at such meeting.
/s/ Richard M. Osborne
----------------------
Richard M. Osborne
<PAGE>
<PAGE> 12
CONSENT
--------
The undersigned individual, Christopher L. Jarratt, hereby consents to being
named as a nominee for the election of Directors of Meridian Point Realty Trust
VIII Company, a Missouri corporation ("Meridian") at the 1997 Annual Meeting of
Meridian to be held on June 13, 1997; and further consents to serve as a
Director of Meridian if elected at such meeting.
/s/ Christopher L. Jarratt
--------------------------
Christopher L. Jarratt
<PAGE>
<PAGE> 13
CONSENT
The undersigned individual, Thomas J. Smith, hereby consents to being named as
a nominee for the election of Directors of Meridian Point Realty Trust VIII
Company, a Missouri corporation ("Meridian") at the 1997 Annual Meeting of
Meridian to be held on June 13, 1997; and further consents to serve as a
Director of Meridian if elected at such meeting.
/s/ Thomas J. Smith
-------------------
Thomas J. Smith
<PAGE>
<PAGE> 14
CONSENT
The undersigned individual, John J. Ferchill, hereby consents to being named as
a nominee for the election of Directors of Meridian Point Realty Trust VIII
Company, a Missouri corporation ("Meridian") at the 1997 Annual Meeting of
Meridian to be held on June 13, 1997; and further consents to serve as a
Director of Meridian if elected at such meeting.
/s/ John J. Ferchill
--------------------
John J. Ferchill
