<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 15, 1996
REGISTRATION STATEMENT NO. 333-14987
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
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)
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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)
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Copies to:
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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>
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APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after this Registration Statement becomes
effective.
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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. [ ]
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]
------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 30. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table itemizes the expenses incurred by the Company in
connection with the offering of shares of Common Stock being registered. All the
amounts shown are estimates except the Securities and Exchange Commission
registration fee, the NASD fee and the New York Stock Exchange listing fee.
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ITEM AMOUNT
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Registration Fee -- Securities and Exchange Commission.................. $ 18,426.14
NASD Fee................................................................ 6,580.00
New York Stock Exchange Listing Fee..................................... 12,075.00
Transfer Agent's and Registrar's Fees................................... 2,500.00
Printing Fees........................................................... 250,000.00
Legal Fees and Expenses (other than Blue Sky)........................... 200,000.00
Accounting Fees and Expenses............................................ 150,000.00
Blue Sky Fees and Expenses (including fees of counsel).................. 10,000.00
Miscellaneous Expenses.................................................. 295,579.00
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Total.............................................................. $932,000.14
========
</TABLE>
ITEM 31. SALES TO SPECIAL PARTIES
Not applicable.
ITEM 32. RECENT SALES OF UNREGISTERED SECURITIES
In May 1995, the Company was capitalized with the issuance to (i) each of
Allen J. Anderson, Milton K. Reeder, C.E. Cornutt, Peter O. Hanson, John S.
Moody, Herbert R. Stansburry, Jr., James M. Pollak, Kenneth N. Stensby and Lee
W. Wilson and USAA Real Estate Company of 100 shares of Common Stock for the
purchase price of $15 per share or aggregate purchase price of $13,500, and (ii)
Meridian Point Realty Trust IV Co. of 178,600 shares of Series A Preferred Stock
of the Company ("Series A Preferred"), Meridian Point Realty Trust VI Co. of
326,500 shares of Series A Preferred, Meridian Point Realty Trust VII Co. of
414,000 shares of Series A Preferred and Meridian Point Realty Trust '83 ("Trust
83") of 79,500 shares of Series A Preferred for an aggregate purchase price of
$1 million. These shares were purchased for investment and for the purpose of
organizing the Company. In addition, in January 1996 the Company issued 100
shares of Common Stock to Robert E. Morgan for a purchase price of $15 per
share. Further in January 1996 the Company issued 500 shares to Milton K. Reeder
at $.001 per share (the par value of the Common Stock). In order to meet the
REIT tax qualification requirements for 1995, Mr. Reeder transferred in the form
of gifts the 500 shares acquired by him to approximately 100 individuals. In
each of these instances, the Company issued the securities in reliance on an
exemption from registration under Section 4(2) of the Securities Act of 1933, as
amended (the "Securities Act").
On February 23, 1996 the Company issued an aggregate of 2,272,727 shares of
Series B Preferred Stock to Ameritech (1,623,376 shares) and OTR (649,351
shares) for a total purchase price of $35 million ($15.40 per share) in cash
(the "Preferred Stock Private Placement"). After paying commissions and certain
other expenses, the net proceeds to the Company from the Preferred Stock Private
Placement were approximately $34.3 million, all of which were used in connection
with the refinancing related to the Consolidation Transactions. The Company
issued these securities in reliance on an exemption from registration under
Section 4(2) of the Securities Act. See "Recent Developments -- The Preferred
Stock Private Placement" and "Description of Stock -- Preferred Stock."
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In February and March 1996, six executive officers of the Company exercised
their respective rights to purchase a total of 191,400 shares of Common Stock of
the Company at $12 per share. These shares were issued pursuant to stock
purchase rights granted in November 1995, and, in the case of one executive
officer, in January 1996. The Company issued these securities in reliance on
exemption from registration under Section 4(2) of the Securities Act. See
"Compensation of Directors and Officers -- Officer Stock Purchases."
On February 23, 1996 the Company issued a warrant (the "USAA Warrant") to
USAA Real Estate Company ("USAA") to purchase shares of Common Stock upon
satisfaction of certain conditions. The USAA Warrant was issued as consideration
for the grant by USAA to the Company of an option to purchase a property. The
exercise price for the Common Stock purchasable under the USAA Warrant is an
amount per share equal to 10% less than the exercise price for the Company
warrants issued to the holders of the shares of the Common Stock of Meridian
Point Realty Trust VI Co. and Meridian Point Realty Trust VII Co. in the Merger
(the "Merger Warrants"). The number of shares of Common Stock for which the USAA
Warrant is exercisable is based upon a formula under which the total discount
from the exercise price of the Merger Warrants will be equal to $300,000. Since
exercise price of the Merger Warrant is $16.23 per share, the USAA Warrant has
an exercise price of $14.60 per share and covers 184,900 shares of Common Stock.
See "Certain Relationships and Related Party Transactions -- The USAA Option and
Warrant."
ITEM 33. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Maryland General Corporation Law ("MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (i) actual receipt of improper benefit of
profit in money, property or services or (ii) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
Charter contains such a provision which eliminates such liabilities to the
maximum extent permitted by Maryland law.
The MGCL requires a corporation (unless its charter provides otherwise),
which the Charter does not, to indemnify a director or officer who has been
successful on the merits or otherwise, in defense of any proceeding to which he
is made a party by reason of his service in that capacity. The MGCL permits a
corporation to indemnify its present and former directors and officers, among
others, against judgments, penalties, fines, settlements and reasonable expenses
actually incurred by them in connection with any proceeding to which they may be
made a party by reason of their service in those or other capacities unless it
is established that (i) the act or omission of the director or officer was
material to the matter giving rise to the proceeding and (a) was committed in
bad faith or (b) was a result of an active and deliberate dishonesty, (ii) the
director or officer actually received an improper personal benefit in money,
property or services or (iii) in the case of a criminal proceeding, the director
or officer had reasonable cause to believe that the act or omission was
unlawful. However, a Maryland corporation may not indemnify for any adverse
judgment in a suit by or in the right of a corporation. In addition, the MGCL
requires the Company, as a condition to advancing expenses, to obtain (i) a
written affirmation by the director or officer of his good faith belief that he
has met the standard of conduct necessary for indemnification by the Company as
authorized by the Bylaws and (ii) a written statement by or on his behalf to
repay the amount paid or reimbursed by the Company if it shall ultimately be
determined that the standard of conduct was not met.
The Charter obligates the Company to the maximum extent permitted by
Maryland law to indemnify and to pay or reimburse reasonable expenses in advance
of final disposition of a proceeding to (i) any present or former director or
officer of the Company or (ii) any individual who, while a director of the
Company and at the request of the Company, serves or has served as a director,
officer, partner or trustee of another corporation, partnership, joint venture,
trust, employee benefit plan or other enterprise. The Charter also permits the
Company to indemnify and advance expenses to any person who served a predecessor
of the Company in any other capacity as described above and to any employee or
agent of the Company or a predecessor of the Company.
The Company has entered into indemnification agreements with each of its
officers and directors. The indemnification agreements require, among other
matters, the Company to indemnify its executive officers and directors to the
fullest extent permitted by law and advance to the officers all related
expenses, subject to
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<PAGE> 4
reimbursement, if it is subsequently determined that indemnification is not
permitted. Under these agreements, the Company must also indemnify and advance
all expenses incurred by executive officers and directors seeking to enforce
their rights under the indemnification agreements and may cover executive
officers and directors under the Company's directors' and officers' liability
insurance. Although the indemnification agreement offers substantially the same
scope of coverage afforded by law, it provides greater assurance to directors
and executive officers that indemnification will be available, because, as a
contract, it cannot be modified unilaterally in the future by the Board of
Directors or stockholders to eliminate the rights it provides. It is the
position of the SEC that indemnification of directors and officers for liability
under the Securities Act is against public policy and unenforceable pursuant to
Section 14 of the Securities Act.
ITEM 34. TREATMENT OF PROCEEDS FROM STOCK BEING REGISTERED
Not applicable.
ITEM 35. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
Pro Forma Financial Information
Meridian Industrial Trust, Inc. (unaudited)
Pro Forma condensed consolidated balance sheet as of September
30, 1996 with accompanying notes and adjustments
Pro Forma condensed consolidated statement of operations for the
nine months ended September 30, 1996 with accompanying notes
and adjustments
Pro Forma condensed consolidated statement of operations for the
year ended December 31, 1995 with accompanying notes and
adjustments
Historical As Adjusted condensed consolidated statement of
operations for the nine months ended September 30, 1996 with
accompanying notes and adjustments
Historical As Adjusted condensed consolidated statement of
operations for the year ended December 31, 1995 with
accompanying notes and adjustments
Historical Financial Information
Meridian Industrial Trust, Inc. -- September 30, 1996 (unaudited)
Consolidated condensed balance sheets as of September 30, 1996
and December 31, 1995
Consolidated condensed statements of operations for the three
months ended September 30, 1996 and 1995 and the nine months
ended September 30, 1996 and for the period from May 18, 1995
(inception) to September 30, 1995
Consolidated condensed statements of cash flows for the nine
months ended September 30, 1996 and for the period from May
18, 1995 (inception) to September 30, 1995
Notes to financial statements
Meridian Industrial Trust, Inc. -- December 31, 1995
Report of independent public accountants
Balance sheet as of December 31, 1995
Statement of operations for the period from inception to December
31, 1995
Statement of stockholders' deficit for the period from inception
to December 31, 1995
Statement of cash flows for the period from inception to December
31, 1995
Notes to financial statements
Merged Trusts Historical Combined
Report of independent public accountants
Historical combined balance sheets as of December 31, 1995 and
1994
Historical combined statements of operations for the period from
January 1, 1996 to February 23, 1996 and for each of the
three years in the period ended December 31, 1995
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Historical combined statements of stockholders' equity for the
period from January 1, 1996 to February 23, 1996 and for each
of the three years in the period ended December 31, 1995
Historical combined statements of cash flows for the period from
January 1, 1996 to February 23, 1996 and for each of the
three years in the period ended December 31, 1995
Notes to historical combined financial statements
Schedule II -- Historical combined valuation and qualifying
accounts
Schedule III -- Historical combined real estate and accumulated
depreciation
Three Acquired Properties
Report of independent public accountants
Combined statements of revenue and certain expenses for the
period from January 1, 1996 to the earlier of date of
acquisition or September 30, 1996 (unaudited) and for the
year ended December 31, 1995
Notes to combined statements of revenue and certain expenses
Trust 83 Properties
Report of independent public accountants
Combined statements of revenue and certain expenses for each of
the three years in the period ended December 31, 1995
Notes to combined statements of revenue and certain expenses
(b) Exhibits
Terms that appear with initial capital letters in this list of exhibits
have the meanings given to them in the Glossary that appears in the Proxy
Statement/Prospectus.
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EXHIBIT
NUMBER DESCRIPTION
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1.1(3) -- Form of Underwriting Agreement.
2.1(2) -- Amended and Restated Agreement and Plan of Merger among the Trusts
and the Company dated as of November 10, 1995.
2.2(2) -- Amended and Restated Asset Purchase Agreement between Trust 83 and
the Company dated as of November 10, 1995.
3.1(1) -- The Company's Third Amended and Restated Articles of Incorporation.
3.2(1) -- The Company's Second Amended and Restated Bylaws.
4.1(2) -- Specimen Share Certificate. (See also Exhibit 3.1 and 3.2)
5.1(3) -- Opinion of Ballard, Spahr, Andrews & Ingersoll regarding the legality
of the Common Stock being registered.
8.1(3) -- Opinion of Vinson & Elkins L.L.P. regarding certain tax matters.
10.1(2) -- Amended and Restated Employee and Director Incentive Stock Plan of
the Company.
10.2(2) -- MPP Agreement among MPP, MIT, Milton K. Reeder, Sierra Real Estate
Equity Trust '84 Co. and the Trusts dated as of May 31, 1995.
10.3(2) -- Registration Rights Agreement between Trust 83 and the Company dated
as of May 31, 1995.
10.4(2) -- Investor Rights Agreement among the Company, Hunt and USAA dated as
of May 31, 1995.
10.5(1) -- Amended and Restated Investor Rights Agreement among the Company,
Hunt, USAA, Ameritech and OTR dated as of February 23, 1996.
10.6(2) -- Amended and Restated Excepted Holder Agreement between Hunt and the
Company dated as of February 23, 1996.
10.7(2) -- Amended and Restated Excepted Holder Agreement between USAA and the
Company dated as of February 23, 1996.
10.8(2) -- Excepted Holder Agreement between the Company and Ameritech dated as
of February 23, 1996.
10.9(2) -- Excepted Holder Agreement between the Company and OTR dated as of
February 23, 1996.
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<TABLE>
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EXHIBIT
NUMBER DESCRIPTION
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10.10(1) -- Amended and Restated Stockholders' Agreement among the Company, the
Trusts, USAA, Allen J. Anderson, C.E. Cornutt, Peter O. Hanson,
Robert E. Morgan, John S. Moody, James M. Pollak, Kenneth N. Stensby
and Lee W. Wilson dated as of November 10, 1995.
10.11(1) -- Warrant Agreement between the Company and the First Chicago Trust
Company of New York dated as February 23, 1996.
10.12(2) -- Form of Indemnification Agreement signed by the Company and,
respectively, Allen J. Anderson, Al E. Andrews, Jr., C.E. Cornutt,
Robert A. Dobbin, T. Patrick Duncan, Peter O. Hanson, Dennis d.
Higgs, John S. Moody, Robert E. Morgan, James M. Pollak, Milton K.
Reeder, Herbert E. Stansbury, Jr., Kenneth N. Stensby, Jaime Suarez,
Lee W. Wilson and Brian F. Zywiciel, in each case dated as of May 30,
1995 (November 10, 1995 in the case of Messrs. Morgan and Suarez).
10.13(1) -- Stock Purchase Agreement among the Company, Ameritech and OTR dated
as of December 20, 1995.
10.14(1) -- Revolving Credit Agreement, as amended, between the Company and the
First National Bank of Boston dated February 23, 1996.
10.15(1) -- Loan Administrative Agreement among the Prudential Insurance Company
of America, Trust VI and Intendco Limited Partnership dated May 31,
1995 and the Loan Administration Agreement among Prudential Insurance
Company of America, Trust VII, Metro-Sierra Limited Partnership and
Progress Center/Alabama Limited Partnership dated as of May 31, 1995,
as amended.
10.16(1) -- Consulting Agreement among the Trusts, Hunt Realty Corporation and
Company effective as of January 1, 1995.
10.17(2) -- Form of employment letters signed by the Company and, respectively,
Allen J. Anderson, Milton K. Reeder, Dennis D. Higgs, Jaime Suarez
and Robert A. Dobbin, each dated November 14, 1995, together with
summary of economic terms for each such employment letter.
10.18(1) -- Incentive Stock Option Agreement signed by the Company and,
respectively, Allen J. Anderson, Milton K. Reeder, Dennis D. Higgs,
Jaime Suarez, Tim Keith and Robert A. Dobbin, in each case dated as
of February 26 1996.
10.19(1) -- Nonstatutory Stock Option Agreements signed by the Company and,
respectively, Allen J. Anderson, Milton K. Reeder, Dennis D. Higgs,
Jaime Suarez, Tim Keith and Robert A. Dobbin, in each case dated as
of February 23, 1996.
10.20(2) -- Option Agreement between the Company and USAA Real Estate Company
dated as of November 21, 1995, including the form of USAA Warrant
attached.
10.21(1) -- The Company's Dividend Reinvestment Plan.
10.22(3) -- Excepted Holder Agreement between the Company and Morgan Stanley
dated April 3, 1996
10.23(3) -- Letter Agreement amending Revolving Credit Agreement among the First
National Bank of Boston, Texas Commerce Bank, NationsBank of Texas,
NA. and the Company.
21.1(1) -- Subsidiaries of the Company.
23.1(3) -- Consent of Ballard, Spahr, Andrews & Ingersoll (included in Exhibit
5.1).
23.2(3) -- Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1).
23.3(3) -- Consent of Arthur Andersen LLP.
24.1(3) -- Power of Attorney from officers and directors (included on first
signature page to this Registrant Statement).
27.1(3) -- Financial Data Schedule.
</TABLE>
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(1) Filed with the Company's Registration Statement No. 333-02322 and
incorporated herein by reference.
(2) Filed with the Company's Registration Statement No. 333-00018 and
incorporated herein by reference.
(3) Previously filed.
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ITEM 36. UNDERTAKINGS
(a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted against the
Registrant by such director, officer or controlling person in connection with
the securities being registered, the Registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in the
form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For purposes of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering hereof.
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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 15, 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.
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SIGNATURE CAPACITY DATE
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/s/ ALLEN J. ANDERSON Chairman and Chief Executive November 15, 1996
- --------------------------------------------- Officer (Principal
Allen J. Anderson Executive Officer)
/s/ MILTON K. REEDER President (Principal November 15, 1996
- --------------------------------------------- Financial Officer)
Milton K. Reeder
/s/ JAIME SUAREZ* Treasurer and Controller November 15, 1996
- --------------------------------------------- (Controller and Principal
Jaime Suarez Accounting Officer)
/s/ C.E. "DOC" CORNUTT* Director November 15, 1996
- ---------------------------------------------
C.E. "Doc" Cornutt
/s/ T. PATRICK DUNCAN* Director November 15, 1996
- ---------------------------------------------
T. Patrick Duncan
/s/ PETER O. HANSON* Director November 15, 1996
- ---------------------------------------------
Peter O. Hanson
/s/ JOHN S. MOODY* Director November 15, 1996
- ---------------------------------------------
John S. Moody
/s/ JAMES M. POLLAK* Director November 15, 1996
- ---------------------------------------------
James M. Pollak
Director
- ---------------------------------------------
Kenneth N. Stensby
/s/ LEE W. WILSON* Director November 15, 1996
- ---------------------------------------------
Lee W. Wilson
</TABLE>
* By: /s/ MILTON K. REEDER
-------------------------------
Milton K.
Reeder
Attorney-in-Fact
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