<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 20, 1996
REGISTRATION STATEMENT NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-11
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES
------------------------
MERIDIAN INDUSTRIAL TRUST, INC.
(Exact name of registrant as specified in its Governing Instruments)
455 Market Street, 17th Floor
San Francisco, California 94105
(415) 281-3900
(Address of principal executive offices)
------------------------
Allen J. Anderson
Chairman and Chief Executive Officer
Meridian Industrial Trust, Inc.
455 Market Street, 17th Floor
San Francisco, California 94105
(Name and address of agent for service)
------------------------
Copies to:
<TABLE>
<S> <C>
Michael D. Wortley, Esq. Douglas A. Sgarro, Esq.
Vinson & Elkins L.L.P. Brown & Wood LLP
2001 Ross Avenue, Suite 3700 One World Trade Center
Dallas, Texas 75201 New York, New York 10048
(214) 220-7700 (212) 839-5300
</TABLE>
------------------------
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
------------------------
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [X] Registration
No. 333-14987
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. [X]
------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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- -----------------------------------------------------------------------------------------------------------
AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES BEING OFFERING PRICE AGGREGATE REGISTRATION
BEING REGISTERED REGISTERED(1) PER SHARE OFFERING PRICE FEE(2)
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<S> <C> <C> <C> <C>
Common Shares, $.001 par value........ 3,910,000 shares $18.25 $71,357,500 $21,623.48
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Includes up to 510,000 Common Shares which the Underwriters have the option
to purchase solely to cover over-allotments, if any.
(2) $18,426.14 of such fee was previously paid upon the filing of Registration
Statement No. 333-14987.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE> 2
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-11 is filed by Meridian Industrial
Trust, Inc., a Maryland corporation (the "Company"), pursuant to Rule 462(b)
under the Securities Act of 1933 (the "Act"). The information in the
Registration Statement on Form S-11 filed by the Company with the Securities and
Exchange Commission (File No. 333-14987) pursuant to the Act is incorporated by
reference into this Registration Statement.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Meridian
Industrial Trust, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-11 and has duly caused
this amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of San Francisco, State of
California, on November 19, 1996.
MERIDIAN INDUSTRIAL TRUST, INC.
By: /s/ ALLEN J. ANDERSON
---------------------------------
Allen J. Anderson, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this amendment
to the registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------------------------------------------- ---------------------------- -----------------
<C> <S> <C>
/s/ ALLEN J. ANDERSON Chairman and Chief Executive November 19, 1996
- --------------------------------------------- Officer (Principal
Allen J. Anderson Executive Officer)
/s/ MILTON K. REEDER President (Principal November 19, 1996
- --------------------------------------------- Financial Officer)
Milton K. Reeder
/s/ JAIME SUAREZ Treasurer and Controller November 19, 1996
- --------------------------------------------- (Controller and Principal
Jaime Suarez Accounting Officer)
/s/ C.E. "DOC" CORNUTT Director November 19, 1996
- ---------------------------------------------
C.E. "Doc" Cornutt
/s/ T. PATRICK DUNCAN Director November 19, 1996
- ---------------------------------------------
T. Patrick Duncan
Director
- ---------------------------------------------
Peter O. Hanson
/s/ JOHN S. MOODY Director November 19, 1996
- ---------------------------------------------
John S. Moody
/s/ JAMES M. POLLAK Director November 18, 1996
- ---------------------------------------------
James M. Pollak
/s/ KENNETH N. STENSBY Director November 19, 1996
- ---------------------------------------------
Kenneth N. Stensby
/s/ LEE W. WILSON Director November 19, 1996
- ---------------------------------------------
Lee W. Wilson
</TABLE>
II-7
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
- --------------- -------------------------------------------------------------------
<C> <S> <C>
5.1 -- Opinion of Ballard Spahr Andrews & Ingersoll as to the legality
of the securities being registered.
8.1 -- Opinion of Vinson & Elkins L.L.P. as to certain tax matters.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Ballard Spahr Andrews & Ingersoll (included in
Exhibit 5.1 hereto).
23.3 -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1
hereto).
</TABLE>
<PAGE> 1
[LETTERHEAD OF BALLARD SPAHR ANDREWS & INGERSOLL]
Exhibit 5.1
FILE NUMBER
824756
November 19, 1996
Meridian Industrial Trust, Inc.
455 Market Street, 17th Floor
San Francisco, California 94105
Re: Registration Statement on Form S-11
Ladies and Gentlemen:
We have served as Maryland counsel to Meridian Industrial
Trust, Inc., a Maryland corporation (the "Company"), in connection with certain
matters of Maryland law arising out of the registration of up to 3,910,000
shares (the "Shares") of Common Stock, $.001 par value per share ("Common
Stock"), of the Company, covered by the Registration Statement on Form S-11
(the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "1933 Act"). Unless otherwise
defined herein, capitalized terms used herein shall have the meanings assigned
to them in the Incorporated Registration Statement.
In connection with our representation of the Company, and as a
basis for the opinion hereinafter set forth, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of the following
documents (hereinafter collectively referred to as the "Documents"):
1. A draft of the Registration Statement and the
Registration Statement on Form S-11 (Registration No. 333-14987) incorporated
by reference therein (the "Incorporated Registration Statement") and the
related form of prospectus included therein in the form in which it was
transmitted to the Commission
under the 1933 Act;
<PAGE> 2
Meridian Industrial Trust, Inc.
November 19, 1996
Page 2
2. The charter of the Company (the "Charter"),
certified as of a recent date by the State Department of Assessments and
Taxation of Maryland (the "SDAT");
3. The Second Amended and Restated Bylaws of the
Company, certified as of a recent date by its Secretary;
4. Resolutions adopted by the Board of Directors of the
Company (the "Board") relating to the sale, issuance and registration of
the Shares, certified as of a recent date by the Secretary of the Company (the
"Resolutions");
5. The form of certificate representing a share of
Common Stock, certified as of a recent date by the Secretary of the Company;
6. A certificate of the SDAT as to the good standing
of the Company, dated November 19, 1996;
7. A certificate executed by Robert A. Dobbin,
Secretary of the Company, dated November 19, 1996; and
8. Such other documents and matters as we have deemed
necessary or appropriate to express the opinion set forth in this letter,
subject to the assumptions, limitations and qualifications stated herein.
In expressing the opinion set forth below, we have assumed,
and so far as is known to us there are no facts inconsistent with, the
following:
1. Each of the parties (other than the Company)
executing any of the Documents has duly and validly executed and delivered each
of the Documents to which such party is a signatory, and such party's
obligations set forth therein are legal, valid and binding.
2. Each individual executing any of the Documents on
behalf of a party (other than the Company) is duly authorized to do so.
3. Each individual executing any of the Documents is
legally competent to do so.
4. All Documents submitted to us as originals are
authentic. All Documents submitted to us as certified or photostatic copies
conform to the original documents. All
<PAGE> 3
Meridian Industrial Trust, Inc.
November 19, 1996
Page 3
signatures on all such Documents are genuine. All public records reviewed or
relied upon by us or on our behalf are true and complete. All statements and
information contained in the Documents are true and complete. There are no oral
or written modifications of or amendments to the Documents, and there has been
no waiver of any of the provisions of the Documents, by actions or conduct of
the parties or otherwise.
5. In accordance with the Resolutions, the Board, or any
duly authorized committee thereof, will duly adopt resolutions specifying the
aggregate number of the Shares to be issued by the Company and the price at
which the Shares included in the Registration Statement will be sold to the
public.
6. The Shares will not be issued or transferred in
violation of any restriction or limitation contained in the Charter.
The phrase "known to us" is limited to the actual knowledge,
without independent inquiry, of the lawyers at our firm who have performed legal
services in connection with the issuance of this opinion.
Based upon the foregoing, and subject to the assumptions,
limitations and qualifications stated herein, it is our opinion that:
1. The Company is a corporation duly incorporated and
existing under and by virtue of the laws of the State of Maryland and is in good
standing with the SDAT.
2. The Shares have been duly authorized and, when and if
delivered against payment therefor in accordance with the resolutions of the
Board, or any duly authorized committee thereof, authorizing their issuance the
Shares will be duly and validly issued, fully paid and nonassessable.
The foregoing opinion is limited to the laws of the State of
Maryland and we do not express any opinion herein concerning any other law. The
opinion expressed herein is subject to the effect of judicial decisions which
may permit the introduction of parol evidence to modify the terms or the
interpretation of agreements. We express no opinion as to compliance with the
securities (or "blue sky") laws of the State of Maryland.
We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become
<PAGE> 4
Meridian Industrial Trust, Inc.
November 19, 1996
Page 4
aware of any fact that might change the opinion expressed herein after the date
hereof.
This opinion is being furnished to you solely for submission
to the Commission as an exhibit to the Registration Statement and, accordingly,
may not be relied upon by, quoted in any manner to, or delivered to any other
person or entity without, in each instance, our prior written consent.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the use of the name of our firm therein.
In giving this consent, we do not admit that we are within the category of
persons whose consent is required by Section 7 of the 1933 Act.
Very truly yours,
/s/ Ballard Spahr Andrews & Ingersoll
<PAGE> 1
EXHIBIT 8.1
[LETTERHEAD OF VINSON & ELKINS L.L.P.]
November 19, 1996
Meridian Industrial Trust, Inc.
455 Market Street, 17th Floor
San Francisco, CA 94105
Gentlemen:
You have requested our opinion concerning: (a) the ability of Meridian
Industrial Trust, Inc. (the "Company") to qualify as a real estate investment
trust ("REIT") under Sections 856 through 860 of the Internal Revenue Code of
1986, as amended (the "Code"), and (b) the accuracy of the tax discussion in
the Registration Statement on Form S-11 filed by the Company on November 19,
1996 with the Securities and Exchange Commission, pursuant to Rule 462(b),
(the "Registration Statement") relating to 3,910,000 shares of the Company's
common stock, par value $.001 per share. Capitalized terms used but not defined
herein have the meanings specified in the Registration Statement.
We have examined the Registration Statement and the Form S-11
Registration Statement incorporated by reference therein (Registration No.
333-14987, the "Incorporated Registration Statement"), the Company's Articles
of Incorporation, and such other documents as we considered necessary or
appropriate for purposes of issuing our opinions. We also received certain
representations from officers of the Company. In rendering the opinions set
forth below, we have relied upon these representations, and the information
presented in the Incorporated Registration Statement and other documents,
without undertaking any independent verification of the accuracy or
completeness of those matters.
In our review, we have assumed that each representation and all other
information that we reviewed is true and correct in all material respects and
will remain true and correct, that all obligations imposed by any documents on
the parties have been or will be performed, that the Incorporated Registration
Statement and other information fairly describes the past and expected future
actions of the parties, and that the Company has been and will be operated in a
fashion consistent with the expectations described in the Incorporated
Registration Statement and the representations. We have not made an independent
investigation of the accuracy or completeness of those matters and have assumed
that the information made available to us accurately and completely describes
all material facts relevant to our opinion.
<PAGE> 2
Meridian Industrial Trust, Inc.
November 19, 1996
Page 2
Based on the facts and representations referred to above, and subject
to the analysis, qualifications and assumptions presented under the heading
"Federal Income Tax Considerations" in the Incorporated Registration Statement,
it is our opinion that:
(1) The Company has qualified as a REIT for its taxable year
ending December 31, 1995.
(2) The Company is organized in conformity with requirements for
qualification as a REIT and its method of operation has and will enable
it to continue to meet the requirements for qualification and taxation
as a REIT under the Code, provided the Company continues to meet the
asset composition, source of income, shareholder diversification,
distribution, record keeping, and other requirements of the Code
necessary for the Company to qualify as a REIT. No assurance can be
given that the Company will qualify as a REIT for any particular period,
however, because that determination involves factual determinations as
to whether the Company actually complies with the various requirements
of the Code necessary for the Company to qualify as a REIT, and in part
may turn upon whether each of the Merged Trusts previously complied with
those requirements.
(3) The discussion in the Incorporated Registration Statement
under the heading "Federal Income Tax Considerations" fairly
summarizes the material federal income tax considerations to a
purchaser of the Common Stock.
Our opinions are based upon existing provisions of the Code,
regulations promulgated or proposed thereunder and interpretations thereof by
the Internal Revenue Service and the courts, all of which are subject to change
with prospective or retroactive effect, and our opinion could be adversely
affected or rendered obsolete by any such change.
We hereby consent to the filing of this opinion letter as an exhibit to
the Registration Statement and to the references to Vinson & Elkins L.L.P. under
the headings "Prospectus Summary," "Federal Income Tax Considerations" and
"Legal Matters" in the Incorporated Registration Statement. In giving this
consent, we do not thereby admit that we are within the category of the persons
whose consent is required under Section 7 of the 1933 Act and the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Vinson & Elkins L.L.P.
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the reference to our
firm under the caption "Experts" and to the use of our respective reports (such
reports are listed below), with respect to the financial statements of Meridian
Industrial Trust, Inc., the historical combined financial statements of the
Merged Trusts, the statement of revenue and certain expenses of the Trust 83
Properties, and the combined statement of revenue and certain expenses of the
Three Acquired Properties, each included in the Registration Statement on Form
S-11, as amended (Registration No. 333-14987), and the related Prospectus, of
Meridian Industrial Trust, Inc. (the "Company") on Form S-11 filed by the
Company with the Securities and Exchange Commission pursuant to Rule 462(b) on
November 20, 1996. A summary of the reports referred to above is as follows:
- Meridian Industrial Trust, Inc. as of and for the period ended December
31, 1995; report of independent public accountants dated February
23,1996.
- Merged Trusts Historical Combined as of and for the period from January
1, 1996 to February 23, 1996, and as of December 31, 1995 and 1994 and
for each of the three years in the period ended December 31, 1995;
report of independent public accountants dated May 27, 1996.
- Three Acquired Properties for the year ended December 31, 1995; report
of independent public accountants dated October 25, 1996.
- Trust 83 Properties for each of the three years in the period ended
December 31, 1995; report of independent public accountants dated
February 23,1996.
ARTHUR ANDERSEN LLP
San Francisco, California
November 19, 1996
