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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 2)*
MERIDIAN POINT REALTY TRUST VIII CO.
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(Name of Issuer)
PREFERRED STOCK
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(Title of Class of Securities)
82627A207
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(CUSIP Number)
Allen K. Meredith
Meredith Partners, Inc.
3000 Sand Hill Road
Building 1 Suite 100
Menlo Park, California 94025
(415) 854-5477
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
With a copy to:
Richard S. Grey
Pillsbury Madison & Sutro LLP
P.O. Box 7880
San Francisco, CA 94120-7880
(415) 983-1000
May 6, 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 13, 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).
(CONTINUED ON FOLLOWING PAGE(S))
Page 1 of 4 Pages
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<TABLE>
<CAPTION>
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CUSIP No. 82627A207
<C> <S> <C>
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS: Meredith Partners, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) WC/OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION CALIFORNIA
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NUMBER OF 7 SOLE VOTING POWER 1,183,556 (see Items 3 and
SHARES 5)
BENEFICIALLY 8 SHARED VOTING POWER NONE
OWNED BY EACH
REPORTING 9 SOLE DISPOSITIVE POWER 1,183,556 (see Items 3 and
PERSON WITH 5)
10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 1,183,556 (see Items 2 and 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [ ]
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13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 22.4% (see Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) CO
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</TABLE>
Page 2 of 4 Pages
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PRELIMINARY NOTE
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The person filing this Amendment No. 2 is Meredith Partners, Inc., a
California corporation (the "Company"). This Amendment No. 2 amends a Statement
on Schedule 13D filed by the Company on March 31, 1997 (the "Original
Statement"), as amended on April 15, 1997 ("Amendment No. 1").
This Amendment No. 2 relates to the preferred stock, par value $.001 per
share (the "Preferred Stock") of Meridian Point Realty Trust VIII Co., a
Missouri corporation (the "Issuer") with its principal executive offices located
at 655 Montgomery Street, Suite 800, San Francisco, California 94111.
Other than as set forth below, to the best knowledge of the Company, there
has been no material change in the information set forth in response to Rows 1
through 14, inclusive, of the Cover Sheet and Items 1, 2, 4 and 5 of the
Original Statement, as amended by Amendment No. 1. Accordingly, those items are
omitted from this Amendment No. 2.
Item 3. Source and Amounts of Funds or Other Consideration.
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The Company has entered into a letter agreement dated March 21, 1997, as
amended by a letter agreement dated May 6, 1997 (as so amended, the "Letter
Agreement"), with the Massachusetts Bay Transportation Authority Retirement Fund
("MBTARF"). Under the Letter Agreement, the Company has the right to acquire
one million one hundred eighty-three thousand five hundred fifty-six (1,183,556)
shares of Preferred Stock (the "Purchased Shares") for a price of $7.90 per
share, or a total of $9,350,092.40 (or more at the option of the Company in
certain circumstances described in the Letter Agreement). The closing of the
purchase is expected to occur on June 11, 1997 or earlier, subject to the
satisfaction of certain conditions set forth in the Letter Agreement. The
source of funds to be used to purchase the Purchased Shares will be the capital
of the Company and capital of at least one other investor to which the Company
will assign the right to acquire a portion of the Purchased Shares. Unless the
Letter Agreement is terminated and becomes of no further force and effect,
MBTARF will give its proxy to the Company in order for the Company to vote the
Purchased Shares at Meridian Point Realty Trust VII Co.'s next annual meeting.
Upon closing of the acquisition of the Purchased Shares pursuant to the Letter
Agreement, the Company intends that no person will own in excess of 9.8% of the
total outstanding shares of the Issuer's Preferred Stock and common stock,
computed in accordance with Sections 542(a) and 544 of the Internal Revenue Code
and applicable regulations thereunder.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to Securities of the Issuer.
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Except as described in Items 3 and 4, the Company has no contract,
arrangement, understanding or relationship (legal or otherwise) with any person
with respect to any security of the Issuer, including, but not limited to,
transfer or voting of any securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of profits
or losses, or the giving or withholding of proxies.
Page 3 of 4 Pages
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Item 7. Materials To Be Filed as Exhibits.
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Exhibit 99.2 - Letter Agreement dated May 6, 1997, amending the Letter
Agreement dated March 21, 1997, between the Company and Massachusetts Bay
Transportation Authority Retirement Fund.
SIGNATURE
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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 12, 1997
MEREDITH PARTNERS, INC., a California
corporation
By: /s/ Allen K. Meredith
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Allen K. Meredith
Its: Chief Executive Officer
Page 4 of 4 Pages
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EXHIBIT 99.2
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
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Allen K. Meredith
President & CEO
(Continued on Page 2)
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-2-
We agree to the foregoing.
Massachusetts Bay Transportation
Authority Retirement Fund
By /s/ John J. Gallahue Jr.
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Name John J. Gallahue Jr.
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Date 5/6/97
