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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities and Exchange Act of 1934
(Amendment No. 3)*
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)
August 27, 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) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
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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 -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
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PERSON 10 SHARED DISPOSITIVE POWER
WITH
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
-0-
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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)
0.0%
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14 TYPE OF REPORTING PERSON*
OO
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</TABLE>
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CUSIP No. 589954-20-5
This Amendment No. 3 to Schedule 13D Statement is filed on behalf of
Turkey Vulture Fund XIII, Ltd., an Ohio limited liability company (the "Fund"),
for the purpose of reporting the disposition of shares of preferred stock,
$.001 par value per share (the "Preferred Shares"), of Meridian Point Realty
Trust VIII Co.
Item 5. Interest in Securities of the Issuer.
Item 5 to Schedule 13D Statement is hereby amended and supplemented as
follows:
(a) The Fund no longer owns any Preferred Shares.
(b) Not applicable.
(c) Since the filing of its Amendment No. 2 to Schedule 13D Statement,
the Fund disposed of all of its 1,401,946 Preferred Shares to EastGroup
Properties, Inc. ("EastGroup") on August 27, 1997 for a price of $9.50 per
Preferred Share.
(d) Not Applicable.
(e) The Fund ceased to be the beneficial owner of more than 5% of the
Preferred Shares on August 27, 1997.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Item 6 to Schedule 13D Statement is hereby amended and supplemented as
follows:
Reference is hereby by made to the Agreement, dated as of August 26, 1997,
between the Fund and EastGroup pursuant to which the Fund sold its 1,401,946
Preferred Shares. The Agreement is attached hereto as Exhibit 7.7.
Item 7. Material to be Filed as Exhibits.
Item 7 to Schedule 13D Statement is hereby amended and supplemented as
follows:
Exhibit 7.7 -- Agreement, dated as of August 26, 1997, between Turkey
Vulture Fund XIII, Ltd. and EastGroup Properties, Inc.
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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: August 28, 1997 TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard M. Osborne
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Richard M. Osborne, Manager
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CUSIP No. 589954-20-5
Exhibit Index
Exhibit 7.7--Agreement dated as of August 26, 1997, between Turkey
Vulture Fund XIII, Ltd. and EastGroup Properties, Inc.
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EXHIBIT 7.7
A G R E E M E N T
AGREEMENT made this 26th day of August 1997 between TURKEY VULTURE FUND
XIII, LTD., an Ohio limited liability company, 7001 Center Street, Mentor, Ohio
44060 (the "Seller") and EASTGROUP PROPERTIES, INC., a Maryland corporation,
300 One Jackson Place, 188 East Capitol Street, Jackson, Mississippi 39201
("EastGroup").
RECITALS:
A. Seller owns 1,401,956 shares of preferred stock, $0.001 par value per
share, of Meridian Point Realty Trust VIII Co. (the "Shares').
B. Seller wishes to sell and EastGroup wishes to purchase the Shares on
the terms and conditions set forth in this Agreement.
NOW, THEREFORE, the parties hereto agree as follows:
1. Purchase and Sale of Shares. At the Closing (as defined below),
Seller shall sell, assign, transfer, convey and deliver to EastGroup all of
Seller's right, title and interest in the Shares, and EastGroup shall purchase
the Shares from Seller. The aggregate purchase price shall be $13,318,582.
2. Payments. All payments made by EastGroup shall be made by federal
reserve wire transfer immediately available funds to an account designated by
Seller.
3. Closing. The closing of the transaction contemplated hereby (the
"Closing") shall occur at 10:00 A.M. E.D.T., on August 27, 1997. If the
Closing has not occurred by 5:00 p.m. E.D.T. on August 28, 1997, either party
may terminate this Agreement.
4. Delivery of Shares. To effectuate the sale, assignment, transfer,
conveyance and delivery of the Shares, Seller shall, upon payment therefor,
deliver to EastGroup certificates representing the Shares properly endorsed for
transfer to EastGroup. If any Shares are held in nominee accounts, Seller
shall, upon payment therefor, deliver the Shares by book-entry transfer to an
account designated by EastGroup.
5. No Disposition or Encumbrance. Seller shall maintain its legal and
beneficial ownership of the Shares and shall refrain from disposing of or
creating any encumbrance, lien, security interest or restrictive condition of
any sort with respect to the Shares, from the date hereof through the Closing.
6. Voting Restrictions and Proxy. Seller shall not exercise its voting
rights in respect to any of the Shares, and shall revoke any proxies granted
with respect to the Shares.
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7. Representations and Warranties of Seller. Seller represents and
warrants to EastGroup that (i) Seller has, and will continue to have through
the date of the Closing, good and marketable title to the Shares owned by
Seller, free and clear of any lien, encumbrance, restrictive condition,
security interest or adverse claim of any kind; (ii) the sale to EastGroup
contemplated herein has been duly authorized by all necessary action on behalf
of Seller, and Seller has, and will continue to have through the date of the
Closing, the legal power to make such sale; and (iii) the sale to EastGroup
contemplated herein would not (a) violate or conflict with any of the
constituent or organizational documents of Seller, or (b) constitute a
violation of any law or regulation of any jurisdiction, or (c) violate any
judgment, order, ruling, injunction, decree or award of any court,
administrative agency or governmental body against or binding upon Seller.
8. Representations and Warranties of EastGroup. EastGroup represents
and warrants to Seller that (i) the purchase from Seller contemplated herein
has been duly authorized by all necessary action on behalf of EastGroup, and
EastGroup has, and will to have through the date of the Closing, the legal
power to make such purchase; and (ii) the purchase from Seller contemplated
herein would not (a) violate or conflict with any of the constituent or
organizational documents of EastGroup, or (b) constitute a violation of any law
or regulation of any jurisdiction, or (c) violate any judgment, order, ruling,
injunction, decree or award of any court, administrative agency or governmental
body against or binding upon EastGroup.
9. Notices, Counterparts and Governing Law. All notices required
hereunder shall be in writing and shall be deemed to have been duly given if
delivered by hand or sent by registered or certified mail, return receipt
requested, or by prepaid telex, cable or telegram, and addressed to the address
set forth above. This Agreement may be executed in various counterparts, each
of which shall be an original, and all of which together shall constitute one
and the same instrument. This Agreement shall be interpreted and enforced in
accordance with the internal law of the State of Ohio.
10. Publicity. The parties to this Agreement will coordinate their
public filings of statements on Schedule 13D or amendments thereto so that
Seller and Purchasers make public disclosure of the transaction contemplated
hereby at substantially the same time. Any other public announcements of the
transactions set forth herein shall be similarly coordinated.
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IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement
to be executed on its behalf.
TURKEY VULTURE FUND XIII, LTD.
By: /s/ Richard Osborne
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Name: Richard Osborne
Title: Manager
EASTGROUP PROPERTIES, INC.
By: /s/ N. Keith McKey
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Name: N. KEITH McKEY
Title: Executive Vice-President
