SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
November 14, 1997
(Date of earliest event reported)
MERIDIAN POINT REALTY TRUST VIII CO.
(Exact name of registrant as specified in its charter)
Missouri 001-10547 94-3058019
(State or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
655 Montgomery Street, Suite 800, San Francisco, California 94111
(Address of principal executive offices) (Zip Code)
(415) 274-1808
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Item 5. Other Events.
On November 14, 1997, the Board of Trustees of
Meridian Point Realty Trust VIII Co. (the "Company") adopted
a shareholder rights plan, as set forth in the Rights
Agreement (the "Rights Agreement") entered into between the
Company and First Chicago Trust Company of New York, as
Rights Agent. Pursuant to the Rights Agreement, one purchase
right (each a "Purchase Right" and collectively the "Purchase
Rights") will be issued for each share of preferred stock,
par value $0.001 per share, of the Company (the "Preferred
Stock") and each share of common stock, par value $0.001 per
share, of the Company (the "Common Stock") outstanding as of
the close of business on November 30, 1997, and one exchange
right (each an "Exchange Right" and collectively the
"Exchange Rights", and together with the Purchase Rights, the
"Rights") will be issued for each share of Common Stock
outstanding as of the close of business on November 30, 1997.
Each of the Purchase Rights will entitle the registered
holder to purchase from the Company 2.9 shares of Preferred
Stock, at a price of $32 per share. Each Exchange Right will
entitle the registered holder to exchange one share of Common
Stock for one share of Preferred Stock, at an exchange price
equal to the difference between the market price of the
Common Stock and the market price of the Preferred Stock as
of a date specified in the Rights Agreement. The Rights
generally will not become exercisable unless and until, among
other things, any person acquires beneficial ownership of (a)
15% or more of the outstanding Preferred Stock (the
"Preferred Stock Threshold"), (b) 50% or more of the
outstanding Common Stock (the "Common Stock Threshold"), or
(c) shares of Common Stock and/or Preferred Stock in amounts
equal to percentages of the Common Stock Threshold and the
Preferred Stock Threshold which total at least 100% (e.g.
beneficial ownership of shares of Common Stock in an amount
equal to 67% of 50% of the outstanding shares of Common
Stock, and of shares of Preferred Stock in an amount equal to
33% of 15% of the outstanding shares of Preferred Stock).
The Rights are generally redeemable at $0.001 per Right at
any time until 10 business days following a public
announcement that any of the above thresholds have been
equalled or exceeded. The Rights will expire, unless earlier
redeemed or exchanged, on November 30, 2007. A description
of the Rights is set forth in Exhibit C to the Rights
Agreement, a copy of which is incorporated herein by
reference as Exhibit 4.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
----------- -----------
4.1 Rights Agreement, dated as of November 14,
1997, between Meridian Point Realty Trust VIII
Co. and First Chicago Trust Company of New
York, which includes as Exhibit A thereto the
Form of Purchase Rights Certificate and as
Exhibit B thereto the Form of Exchange Rights
Certificate.*
99.1 Press Release of the Company, dated November
14, 1997.
__________________
* Incorporated herein by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A, dated
November 21, 1997.
SIGNATURE
Pursuant to the requirements of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this
report to be signed on its behalf by the undersigned,
thereunto duly authorized.
MERIDIAN POINT REALTY TRUST VIII CO.
By: /s/ Robert H. Gidel
Name: Robert H. Gidel
Title: Chief Executive Officer
Dated: November 21, 1997
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
4.1 Rights Agreement, dated as of November 14,
1997, between Meridian Point Realty Trust
VIII Co. and First Chicago Trust Company of
New York, which includes as Exhibit A
thereto the Form of Purchase Rights
Certificate and as Exhibit B thereto the
Form of Exchange Rights Certificate.*
99.1 Press Release of the Company, dated
November 14,1997.
________________
* Incorporated herein by reference to Exhibit 1 to the
Company's Registration Statement and Form 8-A, dated
November 21, 1997.
MERIDIAN POINT
REALTY TRUST VIII COMPANY
FOR IMMEDIATE RELEASE CONTACT: John E. Castello
Meridian Point Realty Trust VIII Company
655 Montgomery Street
Suite 800
San Francisco, California 94111
Tel (415) 274-1808
MERIDIAN POINT REALTY TRUST VIII COMPANY ADOPTS SHAREHOLDER RIGHTS PLAN
San Francisco, California, November 14, 1997 - Meridian Point
Realty Trust VIII Company (AMEX: MPH, MPHpr) today announced that its
Board of Directors had adopted a Shareholder Rights Plan in which
purchase rights will be distributed as a dividend at the rate of one
right for each share of preferred stock of the Company, par value $.001
per share and one right for each share of common stock of the Company,
par value $.001 per share, held by shareholders of record as of the close
of business on November 30, 1997, and in which exchange rights will be
distributed as a dividend at the rate of one right for each share of
common stock of the Company held by holders of common stock of record as
of the close of business on November 30, 1997.
The Rights Plan is intended to protect shareholders by
deterring coercive takeover tactics, including the accumulation of shares
in the open market or through private transactions, and to prevent an
acquiror from gaining control of the Company without offering a fair
price to all of the Company's shareholders. The Rights Plan is intended
to provide a tool to the Board of Directors of the Company as it begins a
process to actively review strategic alternatives. The rights will expire
on November 30, 2007.
Concurrently with the adoption of the Rights Plan, the
Company announced that it had retained Prudential Securities Incorporated
to assist the Company in exploring alternatives to maximize shareholder
value.
Under the Rights Plan, each purchase right initially will
entitle shareholders to buy 2.9 shares of preferred stock for $32 per
share. Each exchange right will entitle holders of common stock to
exchange each share of common stock for one share of preferred stock, at
an exercise price equal to the difference between the market value of the
preferred stock and the market value of the common stock. The purchase
rights will be exercisable only if a person or group (a) acquires
beneficial ownership of 50 percent or more of the Company's common stock
(the "Common Stock Threshold"), 15 percent or more of the Company's
preferred stock (the "Preferred Stock Threshold"), or shares of the
Company's capital stock in an amount equaling percentages of the Common
Stock Threshold and the Preferred Stock Threshold which total at least
100% (e.g., 67% of the 50% of the outstanding shares of the Company's
common stock, and 33% of the 15% of the outstanding shares of the
Company's preferred stock) (the "Capital Stock Threshold") or (b)
commences a tender or exchange offer upon consummation of which such
person or group would beneficially own shares of the Company's capital
stock in an amount which equals or exceeds the Preferred Stock Threshold,
the Common Stock Threshold, or the Capital Stock Threshold. The exchange
rights will be exercisable only if a person or group acquires beneficial
ownership of shares of the Company's capital stock in an amount which
equals or exceeds the Preferred Stock Threshold, Common Stock Threshold
or Capital Stock Threshold, either through open market purchases or
consummation of a tender or exchange offer. However, the Rights Plan
provides for an exception for persons or groups who, on the date the plan
was adopted, beneficially owned shares of the Company's capital stock in
an amount equal to or greater than the Common Stock Threshold, the
Preferred Stock Threshold or the Capital Stock Threshold, provided that
such persons do not thereafter acquire additional shares equal to 1% or
more of the outstanding capital stock.
If any person becomes the beneficial owner of 50 percent or
more of the Company's common stock, 15 percent or more of the Company's
preferred stock, or shares of the Capital Stock of the Company in an
amount which equals or exceeds the Capital Stock Threshold, other than
pursuant to a tender or exchange offer for all outstanding shares of the
Company approved by a majority of the independent directors not
affiliated with such person, then each purchase right not owned by such
person or related parties will entitle its holder to purchase 2.9 shares
of the Company's preferred stock (or, in certain circumstances as
determined by the Board, cash, other property or other securities) for an
exercise price of $1.00 per share. In addition, if after any person has
become a holder of 50% or more of the Company's common stock, 15% or more
of the Company's preferred stock, or shares of capital stock of the
Company in an amount which equals or exceeds the Capital Stock Threshold,
the Company is involved in a merger or other business combination
transaction with another person in which the Company does not survive or
in which its common stock is changed or exchanged, or if the Company
sells 50 percent or more of its assets or earning power to another
person, each purchase right (except for purchase rights held by the
person who has acquired shares of the Company's capital stock in an
amount which equals or exceeds the Common Stock Threshold, the Preferred
Stock Threshold or the Capital Stock Threshold) will entitle its holder
to purchase, at the purchase right's then current exercise price, shares
of common stock of such other person having a value equal to the value of
2.9 shares of the preferred stock of the Company, and each exchange right
(except for exchange rights held by the person who has acquired shares of
the Company's capital stock in an amount which equals or exceeds the
Common Stock Threshold, the Preferred Stock Threshold or the Capital
Stock Threshold) will entitle its holder to exchange, at the exchange
right's then current exercise price, each share of common stock of the
Company for shares of common stock of such other person having a value
equal to one share of preferred stock of the Company.
The Company will generally be entitled to redeem the rights
at $.001 per right at any time until 10 business days (subject to
extension) following a public announcement that the Common Stock
Threshold, the Preferred Stock Threshold or the Capital Stock Threshold
has been equaled or exceeded.
Details of the Shareholder Rights Plan are outlined in a
letter to be mailed to all shareholders of the Company.
Safe Harbor Statement Under the Private Securities Litigation
Act of 1995: This press release contains certain forward-looking
statements, including those relating to distribution of dividends and
operation of the Shareholder Rights Plan, that are subject to various
risks and uncertainties that could cause results to differ materially.
These risks include the risk that future action or inaction by the Board
with respect to the Shareholder Rights Plan, including any future
decision relating to redemption of the rights or amendment of the terms
of the rights, could become the subject of litigation and other risks
detailed from time to time in the Company's SEC reports, including the
report on Form 10-Q for the quarter ended September 30, 1997. The Company
assumes no obligation to update the information in this release.
Meridian Point Realty Trust VIII Company is an equity real
estate investment trust through which investors share in the ownership of
income producing industrial real estate. Founded in 1987, the Company is
headquartered in San Francisco and owns properties located in Michigan,
Tennessee, Texas, Arizona, California and Florida. The Company's common
stock trades on the American Stock Exchange under the symbol MPH and the
Company's preferred stock trades on the American Stock Exchange under the
symbol MPHpr.
END
