MERIDIAN INDUSTRIAL TRUST INC
8-K, 1996-10-15
REAL ESTATE INVESTMENT TRUSTS
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                       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


                    Date of Report:     September 30, 1996
                                        ------------------


                         MERIDIAN INDUSTRIAL TRUST, INC.
             (Exact name of registrant as specified in its charter)



      MARYLAND                1-14166                 94-3224765
(State of Organization) (Commission Number)      (IRS Employer I.D. #)



455 Market Street, 17th Floor, San Francisco, California               94105
(Address of principal executive offices)                            (Zip Code)



Registrant's telephone number, including area code    (415)281-3900
                                                       ------------


                                 Not Applicable
        (Former name or former address, if changed since last report)



<PAGE>


ITEM 2.     ACQUISITION OR DISPOSITION OF ASSETS

     Sears Logistics Facility, Columbus, Ohio
     ----------------------------------------

      On September  30, 1996 Meridian  Industrial  Trust,  Inc. (the  "Company")
purchased a fee interest in a  distribution/warehouse  facility  located at 5330
Crosswind Drive, Columbus,  Ohio (the "Property"),  for a total acquisition cost
of $30,933,277,  paid entirely in cash. The Company funded the acquisition  from
its property  acquisition facility with The First National Bank of Boston, Texas
Commerce Bank National Association,  and NationsBank of Texas, N.A. The Property
is located on approximately  57.413 acres of land in Franklin County,  Ohio. The
building encompasses  approximately  1,014,592 square feet of rentable space and
features 150 cross-docked loading docks with levelers and four drive-in doors.

      The Company  purchased the Property from OakRe Life Insurance  Company,  a
Missouri corporation (the "Seller"). No material relationship exists between the
Seller and the Company, any Company affiliate,  any Company director or officer,
or any associate of any such director or officer.

      The acquisition cost of $30,933,277  consisted of: (i) a contract purchase
price to the Seller of $30,864,555;  and (ii) estimated title insurance,  legal,
audit and miscellaneous  costs totalling $68,722.  The total acquisition cost is
subject to  adjustment  prior to  December  1, 1996 based  upon an  increase  or
decrease in the contract  purchase price  resulting from a final  calculation of
costs incurred before closing to improve the Property.

      The sole tenant occupying the Property is Sears Logistics Services,  Inc.,
a Delaware corporation ("Sears Logistics"), a warehousing and distribution firm.
The triple net lease (the "Lease") with Sears  Logistics has an expiration  date
of September 20, 2006, and the Lease provides for two five-year  renewal options
at market  rates.  The lease had been  assigned to Sears  Logistics  from Sears,
Roebuck and Co., a New York corporation ("Sears Roebuck"), an affiliate of Sears
Logistics.  Sears Roebuck  remains  liable for  performance  of all the tenant's
obligations under the Lease. At closing,  the annual rental rate under the Lease
was $2.75 per square foot.

      Before the Company's purchase, the Seller held the Property for the
production of income as rental property.   The Company considers the Property
suitable for and intends to continue that use.

      In  determining  the amount of  consideration  paid for the Property,  the
Company considered (i) the Property's location,  age, operating expenses,  fixed
charges, physical condition,  projected future cash flow and gross rentals, (ii)
the  duration  and other terms of the Lease,  (iii) the  financial  and business
standing  of  Sears   Logistics  and  Sears  Roebuck,   and  (iv)  land  values.
Additionally,  the Company  analyzed  three  comparable  properties in the area,
taking  into  account  the  terms of the  leases on those  properties  and those
properties' occupancy rates, locations,  ages, and visibility.  The Company also
considered sales of comparable properties in the area and the anticipated future
level of repair costs,  maintenance  costs,  utility  costs,  and property taxes
associated with the Property.

ITEM 7.     FINANCIAL STATEMENTS AND EXHIBITS


            (a) and (b)       Financial Statements of the Business Acquired
                              ---------------------------------------------
                              and Pro Forma Financial Information.
                              -----------------------------------

                        It is  impracticable  to provide the required  financial
                        statements with this report.  Those financial statements
                        will be  filed  as soon as  practicable  but in no event
                        later than December 16, 1996.

            (c)   Exhibits.   The following exhibits are attached to this
                  --------   report:

                  None.


            Pursuant to the requirements of the Securities Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                              By:   MERIDIAN INDUSTRIAL TRUST, INC.


Date: October 15, 1996              By: ROBERT A. DOBBIN
                                        ----------------------------------
                                          Robert A. Dobbin
                                          Secretary



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